Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects, trends and future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward-looking. The forward-looking information may include, among other information, statements concerning our outlook for future quarters or fiscal year 2020, overall volume and pricing trends, cost reduction and acquisition strategies and their anticipated results, and expectations for research and development and capital expenditures. There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect management's expectations and are inherently uncertain. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by the forward-looking statements for a variety of reasons, including without limitation, changes in the global economy or the economy of any locality in which we conduct business; changes in general industry and market conditions or regional growth or declines; loss of business from increased competition; higher raw material costs or raw material shortages; changes in consumer and customer preferences for end products; customer or supplier losses; changes in regulatory conditions; increased customs restrictions and tariffs or quotas; unfavorable fluctuations in currencies or interest rates among the various jurisdictions in which we operate; market acceptance of our new products; possible adverse results of pending or future litigation or infringement claims; our ability to realize expected synergies from acquired businesses; our ability to protect our intellectual property rights; negative impacts of environmental investigations or other governmental investigations and any associated litigation; tax assessments by governmental authorities and changes in our effective tax rate; dependence on and relationships with customers and suppliers; and other risks and uncertainties discussed in our Annual Report on Form 10-K for fiscal year ended March 31, 2019. Forward-looking statements should be read in context with, and with the understanding of, the various other disclosures concerning the Company and its business made elsewhere in this quarterly report as well as other public reports filed by the Company with the SEC. You should not place undue reliance on any forward-looking statements as a prediction of actual results or developments.

Any forward-looking statements by the Company are intended to speak only as of the date thereof. We do not intend to update or revise any forward-looking statement contained in this quarterly report to reflect new events or circumstances unless and to the extent required by applicable law. All forward-looking statements contained in this quarterly report constitute "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, to the extent it may be applicable by way of incorporation of statements contained in this quarterly report by reference or otherwise, Section 27A of the United States Securities Act of 1933, as amended, each of which establishes a safe-harbor from private actions for forward-looking statements as defined in those statutes.

Critical Accounting Policies and Estimates

"Management's Discussion and Analysis of Financial Condition and Results of Operations" is based upon our unaudited Consolidated Financial Statements and Notes thereto contained in this Form 10-Q, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. On an ongoing basis, management evaluates its estimates and judgments, including those related to investment securities, revenue recognition, inventories, property and equipment, goodwill, intangible assets, income taxes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.


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We have identified the accounting policies and estimates that are critical to our business operations and understanding the Company's results of operations. Those policies and estimates can be found in Note 1, "Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements and in "Critical Accounting Policies and Estimates," in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019, and in Note 1, "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in this Form 10-Q. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2019. There were no significant changes to critical accounting policies, judgments involved in applying those policies, or the methodology used in determining estimates with respect to those related to investment securities, inventories, goodwill, intangible assets, property and equipment, and contingencies, during the three and nine month periods ended December 31, 2019.





Business Overview



AVX is a leading worldwide manufacturer, supplier, and reseller of a broad line of electronic components, interconnect, sensing and control devices, and related products. Electronic components and connector, sensing and control devices manufactured or resold by AVX are used in many types of end-use products, including those in telecommunications, automotive, transportation, energy harvesting, consumer electronics, military/aerospace, medical, computer, and industrial markets.

We have manufacturing, sales, and distribution facilities located throughout the world, which are divided into three geographic regions: the Americas, Asia, and Europe. AVX is organized into four product groups with two reportable segments: Electronic Components; and Interconnect, Sensing and Control Devices. The Electronic Components segment consists primarily of surface mount and leaded ceramic capacitors, RF thick and thin film components, surface mount and leaded tantalum capacitors, polymer tantalum capacitors, surface mount and leaded film capacitors, ceramic and film power capacitors, super capacitors, EMI filters (bolt in and surface mount), thick and thin film packages of multiple integrated components, varistors, thermistors, inductors, resistive products, and passive and active electronic antennas and antenna systems manufactured by us or purchased from other manufacturers for resale. The Interconnect, Sensing and Control Devices segment consists primarily of automotive sensing and control devices and automotive, telecom, and memory connectors manufactured by, or for, AVX.

Our customers consist of multi-national original equipment manufacturers, or OEMs, independent electronic component distributors, and electronic manufacturing service providers, or EMSs. We market our products through our own direct sales force and independent manufacturers' representatives, based upon market characteristics and demands. We coordinate our sales, marketing, and manufacturing organizations by strategic customer account and globally by region.

Results of Operations - Three Months Ended December 31, 2018 and 2019

Our net income for the three months ended December 31, 2019 was $47.9 million, or $0.28 per share, compared to net income of $74.3 million, or $0.44 per share, for the three months ended December 31, 2018.





                                          Three Months Ended
                                             December 31,
(in thousands, except per share data)     2018          2019
Net sales                               $ 442,395     $ 344,441
Gross profit                              126,154        77,754
Operating income                           89,556        35,869
Net income                                 74,297        47,892
Diluted earnings per share              $    0.44     $    0.28

Net sales in the three month period ended December 31, 2019 decreased $98.0 million, or 22.2%, to $344.4 million compared to $442.4 million in the three month period ended December 31, 2018. The decrease in revenue is reflective of weaker global market conditions, leading to higher inventory levels in the sales channel and reduced overall demand. Additionally, the reduced sales volume can be attributed to a decline in automotive manufacturing in all regions. Inventory levels in the distribution channel have begun to decline in all regions, but still remain inflated during this period of inventory correction. Market demand for certain advanced products remained strong, particularly in the aerospace, defense, and medical markets. Sales were unfavorably impacted by approximately $2.5 million as a result of currency movement due to the strengthening of the U.S. Dollar as compared to the Japanese Yen and Euro when compared to the same period last year.





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The table below represents product group revenues for the three months ended
December 31, 2018 and 2019.



                                              Three Months Ended
(in thousands)                                   December 31,
Sales Revenue                                 2018          2019
Ceramic Components                          $ 120,561     $  72,522
Tantalum Components                            95,167        55,376
Advanced Components                           110,344       102,646
Total Electronic Components                   326,072       230,544

Interconnect, Sensing and Control Devices 116,323 113,897 Total Revenue

$ 442,395     $ 344,441

Electronic Components sales decreased $95.6 million, or 29.3%, to $230.5 million in the three month period ended December 31, 2019 compared to sales of $326.1 million during the same period last year driven by unfavorable global macro-economic conditions partially offset by increased electronic content in automobiles, global defense spending, and technological advances across a broad range of IoT products. Overall, the sales decrease is reflective of weaker global market conditions, leading to higher inventory levels in the sales channel and reduced overall demand highlighted by the weaker Chinese economy and weaker automotive markets compared to the same three month period last year.

Interconnect, Sensing and Control Devices product sales decreased $2.4 million to $113.9 million in the three month period ended December 31, 2019 compared to $116.3 million during the same period last year. This decrease is primarily attributable to unfavorable currency movement due to the stronger U.S. Dollar compared to the Euro.

Overall sales decrease is reflective of weaker global market conditions, leading to higher inventory levels in the sales channel, and reduced overall demand highlighted by the weaker Chinese economy and weaker automotive markets compared to the same three month period last year. Sales in the Asian, American, and European markets represented 32%, 26% and 42% of total sales, respectively, for the three month period ended December 31, 2019. This compares to 33%, 27% and 40% of total sales for the Asian, American, and European regions in the same period last year, respectively.

Our sales to independent electronic distributor customers represented 35% of total sales for the three month period ended December 31, 2019, compared to 45% for the three month period ended December 31, 2018. Overall, distributor sales activity decreased when compared to the same period last year as inventory remains higher than normal within the distribution channel resulting from the slower global economy and shortened lead times for certain products making distributors reluctant to take on additional inventory particularly in the Americas and Europe. Our sales to distributor customers involve specific ship-and-debit and stock rotation programs for which sales allowances are recorded as reductions in sales. Such allowance charges were $6.2 million, or 5.2% of gross sales to distributor customers for the three month period ended December 31, 2019, and $6.7 million, or 3.4% of gross sales to distributor customers, for the three month period ended December 31, 2018. Applications under such programs for the three month periods ended December 31, 2019 and 2018 were approximately $5.4 million and $6.3 million, respectively.

Gross profit in the three month period ended December 31, 2019 was $77.8 million, compared to a gross profit of $126.2 million in the three month period ended December 31, 2018. Gross profit as a percentage of sales for the three month period ended December 31, 2019 was 22.6% compared to 28.5% for the three month period ended December 31, 2018. This overall decrease in dollars is primarily the result of weaker demand for our products from the slower global economy when compared to the same quarter last year. In addition, margin as a percentage of sales declined due to a lower margin mix, pricing pressure on commercial ceramic and tantalum components, and increased material costs for precious metals used in production. In the three months ended December 31, 2019, as a result of the District Court denying an appeal related to the injunction from the Presidio Components, Inc. v American Technical Ceramics Corp. patent infringement case, the Company recorded a reduction of the product warranty accrual of $11.7 million. Costs due to currency movement were unfavorably impacted by $6.0 million when compared to the same period last year.

Selling, general and administrative expenses in the three month period ended December 31, 2019 were $41.9 million, or 12.2% of net sales, compared to $42.2 million, or 9.5% of net sales, in the three month period ended December 31, 2018. When compared to the same quarter last year, the percentage increase in these expenses is primarily due to lower selling expenses as a result of the lower sales partially offset by higher legal fees.

On January 15, 2019, as the result of a new jury verdict in the Greatbatch, Inc v. AVX Corporation patent infringement case, the Company recorded a favorable accrual adjustment of $13.9 million, which is reflected in legal and environmental charges for the three month period ended December 31, 2018. This amount was partially offset by a charge of $8.3 million for estimated environmental remediation costs related to legacy environmental issues.


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Income from operations was $35.9 million in the three month period ended December 31, 2019 compared to $89.6 million in the three month period ended December 31, 2018. This decrease was a result of the factors described above.

Other income, net, was $11.6 million for the three month period ended December 31, 2019 compared to $1.0 million for the same three month period last year. The overall increase is primarily attributable to the receipt of payments for insurance claims related to two previously identified product warranty issues, approximating $8.0 million during the three month period ended December 31, 2019. In addition, there was a decrease in interest expense in 2019 of $0.7 million as a result of the denied appeal in the Presidio patent infringement case.

During the three month period ended December 31, 2019, the Company recorded a benefit from income taxes of $0.5 million, compared to a provision for income tax expense of $16.3 million for the three month period ended December 31, 2018. This benefit is principally due to a U.S. Federal audit adjustment and an increase in U.S. R&D credits. Our effective tax rate for the quarter ended December 31, 2019 was approximately negative 1%. Excluding these adjustments, the effective tax rate would have been 14% for the three month period ended December 31, 2019.

As a result of the factors discussed above, net income for the three month period ended December 31, 2019 was $47.9 million compared to net income of $74.3 million for the same three month period last year.

Results of Operations - Nine months Ended December 31, 2018 and 2019

Our net income for the nine months ended December 31, 2019 was $136.0 million, or $0.80 per share, compared to $202.3 million, or $1.20 per share, for the nine months ended December 31, 2018.





                                             Nine Months Ended
                                               December 31,
(in thousands, except per share data)      2018            2019
Net sales                               $ 1,352,839     $ 1,123,496
Gross profit                                360,963         257,938
Operating income                            243,211         132,028
Net income                                  202,329         136,025
Diluted earnings per share              $      1.20     $      0.80

Net sales in the nine month period ended December 31, 2019 decreased $229.3 million, or 17.0%, to $1,123.5 million compared to $1,352.8 million in the nine month period ended December 31, 2018. The decrease in sales is reflective of weaker global market conditions, leading to higher inventory levels in the sales channel and reduced overall demand. Additionally, the reduced sales volume can be attributed to a decline in automotive manufacturing in all regions. Inventory levels in the distribution channel have begun to decline in all regions, but still remain inflated during this period of inventory correction. Market demand for certain advanced products remained strong, particularly in the aerospace, defense, and medical markets.





The table below represents product group revenues for the nine months ended
December 31, 2018 and 2019.



                                                 Nine Months Ended
(in thousands)                                     December 31,
Sales Revenue                                  2018            2019
Ceramic Components                          $   302,075     $   267,042
Tantalum Components                             301,901         177,550
Advanced Components                             373,537         320,074
Total Electronic Components                     977,513         764,666

Interconnect, Sensing and Control Devices 375,326 358,830 Total Revenue

$ 1,352,839     $ 1,123,496

Electronic Component sales decreased $212.8 million, or 21.8%, to $764.7 million in the nine month period ended December 31, 2019 compared to sales of $977.5 million during the same period last year driven by unfavorable global macro-economic conditions partially offset by increased electronic content in automobiles, global defense spending, and technological advances across a broad range of IoT products. The decrease is due to lower demand, primarily in Asia, resulting from the slowdown in the Chinese economy, in addition to weaker demand in the distribution channel as distributors realign their inventories to meet current market conditions, and a global slowdown in the automotive market.

Total Interconnect, Sensing and Control Devices sales decreased $16.5 million, or 4.4%, to $358.8 million in the nine month period ended December 31, 2019 compared to $375.3 million during the same period last year. This decrease is primarily attributable to a decrease in automotive manufacturing across all regions in addition to unfavorable currency movement due to the stronger U.S. Dollar compared to Euro.





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Geographically, compared to the same period last year, sales decreased in all regions, primarily reflecting lower demand resulting from declining global market conditions in the electronics market. Sales in the Asian, American, and European markets represented 30%, 28% and 42% of total sales, respectively, for the nine month period ended December 31, 2019. This compares to 32%, 27% and 41% of total sales for the Asian, American, and European regions in the same period last year, respectively.

Our sales to independent electronic distributor customers represented 36% of total sales for the nine month period ended December 31, 2019, compared to 42% for the nine month period ended December 31, 2018. Overall, distributor sales activity decreased when compared to the same period last year as inventory levels remained high and our distribution customers realign their inventories to meet current market conditions. Our sales to distributor customers involve specific ship-and-debit and stock rotation programs for which sales allowances are recorded as reductions in sales. Such allowance charges were $16.8 million, or 4.1% of gross sales to distributor customers, for the nine month period ended December 31, 2019, and $20.1 million, or 3.5% of gross sales to distributor customers, for the nine month period ended December 31, 2018. Applications under such programs for the nine month period ended December 31, 2019 and 2018 were approximately $15.4 million and $19.3 million, respectively.

Gross profit in the nine month period ended December 31, 2019 was 23.0% of sales, or $257.9 million, compared to a gross profit of 26.7% of sales, or $361.0 million, in the nine month period ended December 31, 2018. This overall decrease in dollars and margin percentage is primarily the result of weaker demand for our products from the slower global economy when compared to the same quarter last year. In addition, margin as a percentage of sales declined due to a lower margin mix, pricing pressure on commercial ceramic and tantalum components, and higher material costs for precious metals used in production. In the nine months ended December 31, 2019, as a result of the District Court denying an appeal related to the injunction from the Presidio Components, Inc. v. American Technical Ceramics Corp patent infringement case, the Company recorded a reduction of the product warranty accrual of $11.7 million. Costs due to currency movement were favorably impacted by $13.4 million when compared to the same period last year.

Selling, general and administrative expenses in the nine month period ended December 31, 2019 were $125.9 million, or 11.2% of net sales, compared to $123.3 million, or 9.1% of net sales, in the nine month period ended December 31, 2018. The overall increase in these expenses is primarily due to higher legal fees partially offset by lower selling expenses as a result of the lower sales.

On January 15, 2019, as the result of a new jury verdict in the Greatbatch, Inc v. AVX Corporation patent infringement case, the Company recorded a favorable accrual adjustment of $13.9 million, which is reflected in legal and environmental charges for the nine month period ended December 31, 2018. This amount was offset by a charge of $8.3 million for estimated environmental remediation costs related to legacy environmental issues.

Income from operations was $132.0 million in the nine month period ended December 31, 2019 compared to $243.2 million in the nine month period ended December 31, 2018. This decrease was a result of the factors described above.

Other income, net was $19.7 million for the nine month period ended December 31, 2019 compared to $7.1 million for the same nine month period last year. This increase was primarily attributable to the receipt of payments for insurance claims related to two previously identified product warranty issues, approximating $8.0 million in 2019. In addition, there was a decrease in interest expense of $0.7 million as a result of the denied appeal in the Presidio patent infringement case.

The provision for income tax for the nine month period ended December 31, 2019 was $15.7 million compared to $47.9 million for the nine month period ended December 31, 2018. Our effective tax rate for the nine month period ended December 31, 2019 was approximately 10% compared to approximately 21% for the nine months ended December 31, 2018. This decrease in the effective tax rate is due to discrete tax benefits occurring during the nine months ended December 31, 2019. This benefit is principally due to an increase in foreign tax credits on foreign withholding obligations, the release of a partial valuation allowance of a subsidiary in Korea, a U.S. Federal audit adjustment and an increase in U.S. R&D tax credits. Excluding these adjustments, the effective tax rate would have been approximately 19% for the nine months ended December 31, 2019.

As a result of the factors discussed above, net income for the nine month period ended December 31, 2019 was $136.0 million compared to $202.3 million for the same nine month period last year.





Outlook



Near-Term:


With ever changing and unpredictable global geopolitical and economic conditions, it is difficult to quantify expectations for the remainder of fiscal 2020. Near-term results for us will depend on the impact of the overall global geopolitical and economic conditions and their impact on telecommunications, information technology hardware, automotive, consumer electronics, and other electronic markets. Looking ahead, visibility is low and forecasting is a challenge in this uncertain and volatile market. We expect to see normal sales price pressure in the markets we serve due to the weaker economic picture, partially offset by increasing demand for certain electronic components with lower product availability. In response to anticipated market conditions, we expect to continue to focus on cost management and manufacturing facilities rationalization to maximize earnings potential. We also continue to focus on process improvements and enhanced production capabilities in conjunction with our focus on the sales of value-added electronic components to support today's advanced electronic use products. If current global geopolitical and economic conditions worsen, the overall impact on our customers as well as end-user demand for electronic products could have a significant adverse impact on our near-term results.





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Long-Term:


Although there is uncertainty and unpredictability in the near-term market as a result of the current global geopolitical and economic conditions, we continue to be optimistic about opportunities for long-term growth and profitability improvement due to: (a) a projected increase in the long-term worldwide demand for more sophisticated electronic end use products, which require electronic components and interconnect, sensing and control devices such as the ones we sell, (b) cost reductions and improvements in our production processes, and (c) opportunities for growth in our Electronic Component and Interconnect, Sensing and Control Devices product lines due to advances in component design and our production capabilities. We have fostered our financial health and the strength of our balance sheet putting us in a good position to react to changes in the marketplace as they occur. We remain confident that our strategies will enable our continued long-term success.

Liquidity and Capital Resources

Our liquidity needs arise primarily from working capital requirements, dividends, capital expenditures, and acquisitions. Historically, we have satisfied our liquidity requirements through funds from operations, investment income from cash and investments in securities, and cash on hand. As of December 31, 2019, we had a current ratio of 6.8 to 1, $753.0 million of cash, cash equivalents, and investments in securities, $2.5 billion of stockholders' equity, and no borrowings.

Net cash provided by operating activities was $114.8 million in the nine month period ended December 31, 2019 compared to $197.0 million of cash provided by operating activities in the nine month period ended December 31, 2018.

Purchases of property and equipment were $102.1 million in the nine month period ended December 31, 2019 and $94.1 million in the nine month period ended December 31, 2018. Expenditures in the current period were primarily made in connection with strategic building expansion and equipment purchase activities in our Fountain Inn, South Carolina facilities and our plants in El Salvador and Malaysia. We expect to continue making strategic capital investments in our Electronic Component and Interconnect, Sensing and Control Devices product lines and estimate that we will incur total capital expenditures of approximately $130 million in fiscal 2020. The actual amount of capital expenditures will depend upon the outlook for end-market demand and timing of capital projects.

On September 10, 2019, AVX completed its purchase of Chengdu OK New Energy ("COKNE") for $9.9 million in cash, net of cash acquired. COKNE develops and manufactures supercapacitors.

Historically, our operating funding is internally generated through operations, investment income from cash, cash equivalents, and investments in securities and cash on hand. We have assessed the condition of our financial resources and our current business and believe that, based on our financial condition as of December 31, 2019, cash on hand and cash expected to be generated from operating activities and investment income from cash, cash equivalents, and investments in securities will be sufficient to satisfy our anticipated financing needs for working capital, capital expenditures, environmental clean-up costs, expenses related to ongoing litigation, pension plan funding, research, development, and engineering expenses, and dividend payments or stock repurchases to be made during the next twelve months. While changes in customer demand have an impact on our future cash requirements, changes in those requirements are mitigated by our ability to adjust manufacturing capabilities to meet increases or decreases in customer demand. We do not anticipate any significant changes in our ability to generate capital or meet our liquidity needs in the foreseeable future.

From time to time we enter into delivery contracts with selected suppliers for certain precious metals used in our production processes. The delivery contracts represent routine purchase orders for delivery within three months and payment is due upon receipt. As of December 31, 2019, we did not have any significant delivery contracts outstanding.





Commitments and Contingencies


Information related to commitments and contingencies can be found in Note 14, "Commitments and Contingencies," of the Notes to Consolidated Financial Statements and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Annual Report on Form 10-K for the fiscal year ended March 31, 2019, as well as in Note 8, "Commitments and Contingencies," in the Notes to the Consolidated Financial Statements in this Form 10-Q. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2019.





New Accounting Standards



Information related to new Statements of Financial Accounting Standards and Financial Accounting Standards Board Staff Positions that we have recently adopted or are currently reviewing can be found in Note 1, "Summary of Significant Accounting Policies," of the Notes to Consolidated Financial Statements and in "Critical Accounting Policies and Estimates" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Annual Report on Form 10-K for the fiscal year ended March 31, 2019, as well as in Note 1, "Summary of Significant Accounting Policies," in the Notes to the Consolidated Financial Statements in this Form 10-Q. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2019.


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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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