Introduction

The following discussion presents management's analysis of the results of operations for the three and six months ended June 30, 2022 compared to 2021 and changes in financial condition and liquidity from December 31, 2021. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, along with the consolidated financial statements and related notes included in and referred to within this report.

Business Strategy and Trends

The Company's strategy is to deploy capital into its global beverage can operations to expand production capacity to support growing customer demand in alcoholic and non-alcoholic drink categories. Beverage cans are the world's most sustainable and recycled beverage packaging and continue to gain market share in new beverage product launches. The Company continues to drive brand differentiation by increasing its ability to offer multiple product sizes.

For several years, global industry demand for beverage cans has been growing. In North America, beverage can growth has accelerated in recent years mainly due to the outsized portion of new beverage products being introduced in cans versus other packaging formats. In addition, markets such as Brazil, Europe, Mexico and Southeast Asia have also experienced higher volumes and market expansion.

The Company's capital allocation strategy also focuses on maintaining its current leverage range and returning capital to shareholders in the form of dividends and the repurchase of Company shares. In December 2021, the Board of Directors authorized the repurchase of $3.0 billion in Company common stock through the end of 2024.

The Company continues to actively elevate its commitment to sustainability, which is a core value of the Company. In 2020, the Company debuted Twentyby30, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to be completed by 2030 or sooner. In September 2021, the Company joined The Climate Pledge, a commitment to be net-zero carbon across business operations by 2040.

In response to the ongoing COVID-19 pandemic, the Company continues to maintain safety measures in its manufacturing facilities to protect its employees and the products they produce. The Company is working to keep its manufacturing facilities around the world operational and equipped with the resources required to meet continually evolving customer demand by delivering high quality products in a safe and timely manner. The Company is actively monitoring and managing supply chain challenges, including coordinating with its suppliers to identify and mitigate potential areas of risk and manage inventories.

To date the war between Russia and the Ukraine has not had a direct material impact on the Company's business, financial condition or results of operations. However, we will continue to monitor the indirect effects on our business of inflationary pressures, including increased costs for transportation, energy, and raw materials, foreign exchange fluctuations and shortages in materials.



                             Results of Operations

The key measure used by the Company in assessing performance is segment income, a non-GAAP measure defined by the Company as income from operations adjusted to exclude intangibles amortization charges, Restructuring and Other and the impact of fair value adjustments to inventory acquired in an acquisition.

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the euro and pound sterling in the Company's European Beverage segment and the Thai baht in the Company's Asia Pacific segment. The Company's Transit Packaging segment is a global business. The foreign currency translation impacts referred to in the discussion below for Transit Packaging are primarily related to the euro and various other currencies. The Company calculates the impact of foreign currency translation by multiplying or dividing, as appropriate, current



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Item 2. Management's Discussion and Analysis (Continued)

year U.S. dollar results by the current year average foreign exchange rates and then multiplying or dividing, as appropriate, those amounts by the applicable prior year average exchange rates.

Net Sales and Segment Income


                 Three Months Ended              Six Months Ended
                      June 30,                       June 30,
                  2022            2021          2022          2021
Net sales   $    3,510          $ 2,856      $   6,672      $ 5,420

Three months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher material costs across each of the Company's businesses and 4% higher sales unit volumes in the Company's global beverage can businesses, partially offset by $104 from the impact of unfavorable foreign currency translation.

Six months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher material costs across each of the Company's businesses and higher sales unit volumes in the Company's beverage can and transit packaging businesses, partially offset by $153 from the impact of unfavorable foreign currency translation.

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans and ends, steel crowns, glass bottles and aluminum closures and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico. The U.S. and Canadian beverage can markets have experienced recent growth due to the introduction of new beverage products in cans versus other packaging formats. To meet volume requirements in these markets, the Company began commercial production at a new two-line plant in Bowling Green, Kentucky in the second quarter of 2021 and on a third line at its Olympia, Washington plant in the third quarter of 2021. The Company also announced construction of a new two-line plant in Martinsville, Virginia which is expected to commence operations late in 2022 and a new two-line plant in Mesquite, Nevada which is expected to commence operations in 2023.

In December 2021, the Bowling Green plant sustained tornado damage, resulting in curtailment of operations of the plant. The Company resumed operations in March 2022. However, it will continue to incur incremental costs, including freight and warehousing expenses, to meet customer demand as the plant returns to full operational capacity and during a shut-down period expected in the back half of 2022 to complete final repairs to the plant. The Company has property and business interruption insurance policies for weather related events that include these incremental expenses. The Company recognizes insurance recoveries for incremental costs incurred as the recoveries become probable. The plant is expected to be fully operational by the end of the fourth quarter 2022.

In Brazil and Mexico, the Company's sales unit volumes have increased in recent years primarily due to market growth driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. To meet volume requirements in these markets, the Company began commercial production on a second line at its Rio Verde, Brazil facility in 2021. The Company began commercial production on the first of two lines at a new facility in Uberaba, Brazil in May 2022 and expects the second line to begin commercial production in 2023. Additionally, production on a second line at the Company's Monterrey, Mexico facility commenced in April 2022.










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Item 2. Management's Discussion and Analysis (Continued)

Net sales and segment income in the Americas Beverage segment were as follows:



                      Three Months Ended              Six Months Ended
                           June 30,                       June 30,
                       2022            2021          2022          2021
Net sales        $    1,378          $ 1,096      $   2,604      $ 2,089
Segment income          216              197            380          385


Three months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher aluminum costs and higher sales unit volumes in North America, partially offset by lower sales unit volumes in Brazil .

Segment income increased primarily due to contractual pass-through mechanisms put in place to recover inflation and the recovery of prior quarter incremental costs and lost profits associated with the Bowling Green tornado, partially offset by $7 of increased depreciation associated with recent capacity additions.

Six months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher aluminum costs, partially offset by 15% lower sales unit volumes in Brazil due to economic conditions.

Segment income decreased primarily due to $11 of increased depreciation associated with recent capacity additions, partially offset by contractual pass-through mechanisms put in place to recover prior year inflation.

European Beverage

The Company's European Beverage segment manufactures aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing. The Company has announced construction of a new plant in Peterborough, U.K. and a new can lines in the Agoncillo, Spain and Parma, Italy plants which are expected to commence operations in 2023.

Net sales and segment income in the European Beverage segment were as follows:



                       Three Months Ended                Six Months Ended
                            June 30,                         June 30,
                         2022             2021            2022           2021
Net sales        $      599              $ 479      $    1,109          $ 868
Segment income           56                 78             109            140


Three and six months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher aluminum costs and 6% higher sales unit volumes partially offset by $51 and $71 from the impact of unfavorable foreign currency translation for the three and six months ended June 30, 2022.

Segment income decreased primarily due to inflation on energy and other operating costs that were not fully passed through in selling price and $3 and $6 from the impact of unfavorable foreign currency translation for the three and six months ended June 30, 2022, partially offset by higher sales unit volumes.






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Item 2. Management's Discussion and Analysis (Continued)

Asia Pacific

The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar, Singapore, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. In recent years, the beverage can market in Southeast Asia has been growing. In 2021, the Company began commercial production at a new beverage can plant in Vung Tau, Vietnam and on a second line in the Hanoi, Vietnam beverage can plant. Additionally, the Company expects to commercialize production on a third line in its Phnom Penh, Cambodia beverage can plant during 2022.

In June 2022, the Company's Yangon, Myanmar beverage can plant was temporarily idled due to recent economic conditions, including government limitations on transacting in foreign currencies. For the three and six months ended June 30, 2022, the plant had net sales of $8 and $17 and segment income of $1 and $2. Property, plant and equipment as of June 30, 2022 was $58, including $26 of land and buildings and $32 of machinery and equipment. The Company will continue to monitor the economic conditions and the impact to our business in Myanmar, including any alternative uses for our machinery and equipment.

Net sales and segment income in the Asia Pacific segment were as follows:



                       Three Months Ended                 Six Months Ended
                            June 30,                          June 30,
                         2022             2021            2022            2021
Net sales        $      432              $ 330      $     845            $ 661
Segment income           55                 47            108               99


Three and six months ended June 30, 2022 compared to 2021

Net sales increased due to the pass-through of higher raw material costs and 12% and 9% higher sales unit volumes in the three and six months ended June 30, 2022, primarily in Southeast Asia, partially offset by the impact of unfavorable foreign currency translation. The impact of foreign currency translation was $10 and $17 for the three and six months ended June 30, 2022.

Segment income increased primarily due to higher sales unit volumes.

Transit Packaging

The Transit Packaging segment includes the Company's global industrial and protective solutions and equipment and tools businesses. Industrial and protective solutions includes steel strap, plastic strap and industrial film and other related products that are used in a wide range of industries, and transit protection products used for a wide range of industrial and consumer products. Equipment and tools includes manual, semi-automatic and automatic equipment and tools used in end-of-line operations to apply industrial solutions consumables. Net sales and segment income in the Transit Packaging segment were as follows:



                       Three Months Ended               Six Months Ended
                            June 30,                        June 30,
                         2022             2021         2022          2021
Net sales        $      691              $ 637      $   1,348      $ 1,194
Segment income           74                 82            135          152


Three months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher raw material costs partially offset by $38 from the impact of unfavorable foreign currency translation.





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Item 2. Management's Discussion and Analysis (Continued)

Segment income decreased primarily due to the divestiture of the segments's Kiwiplan business, $5 from the impact of unfavorable foreign currency translation and the unfavorable impact of higher cost inventory from the prior year in the steel strap business partially offset by inflationary price increases in the protective packaging business.

Six months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher raw material costs and 18% higher sales unit volumes in the tools business partially offset by $60 from the impact of unfavorable foreign currency translation.

Segment income decreased primarily due to the divestiture of the segment's Kiwiplan business, $8 from the impact of unfavorable foreign currency translation and the unfavorable impact of higher cost inventory from the prior year in the steel strap business partially offset by inflationary price increases in the protective packaging business.

See Note B for more information related to the sale of the Kiwiplan business.

Other

Other includes the Company's food can, aerosol can and closures businesses in North America, and beverage tooling and equipment operations in the U.S. and U.K. In 2021, the Company commenced operations at a new food can plant in Dubuque, Iowa and on a new food can line in its Hanover, Pennsylvania plant. Additionally, the Company will add a third two-piece food can line to its Owatonna, Minnesota plant in the second half of 2022.

Net sales and segment income in Other were as follows:



                       Three Months Ended                 Six Months Ended
                            June 30,                          June 30,
                         2022             2021            2022            2021
Net sales        $      410              $ 314      $     766            $ 608
Segment income           62                 36            156               72


Three and six months ended June 30, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher tinplate costs in the Company's North America food can, aerosol can and closures businesses in North America.

Segment income increased primarily due to increased profitability in the Company's North America food can, aerosol can and closures businesses due to higher self-made two-piece food can sales unit volumes, inflationary price increases and the benefit of lower cost inventory from prior year-end. The benefit arising from lower cost inventory from prior year-end was $35 for the six months ended June 30, 2022.



Corporate and unallocated

                                          Three Months Ended                 Six Months Ended
                                               June 30,                          June 30,
                                            2022             2021            2022            2021
Corporate and unallocated expense   $      (31)             $ (45)     $     (73)           $ (84)

For the three and six months ended June 30, 2021, corporate and unallocated expenses included certain corporate costs, including research and development, that were not directly attributable to the Company's European Tinplate business which was sold in August 2021 and as such, could not be allocated to discontinued operations. Subsequent to the sale, the Company's corporate cost structure reflects its ongoing operations.






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Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Restructuring and other

For the three and six months ended June 30, 2022 compared to 2021, the benefit from restructuring and other increased from $31 to $73 and $31 to $74, primarily due to the $113 gain from the sale of the Transit Packaging segment's Kiwiplan business, partially offset by $29 of charges related to an overhead cost reduction program initiated by the Transit Packaging segment. The Company expects to reduce headcount by approximately 600 employees and this action to result in annual savings of approximately $60. However, there can be no assurance that any such pre-tax savings will be realized.

Interest expense

For the three and six months ended June 30, 2022 compared to 2021, interest expense decreased from $68 to $64 and from $137 to $118 due to lower outstanding debt balances.

Provision for income taxes

The effective rate for the three and six months ended June 30, 2022, decreased as compared to 2021, primarily due to prior year income tax charges of $31 for reorganizations and other transactions required to prepare the European Tinplate business for sale and an income tax charge of $40 to establish a valuation allowance for deferred tax assets related to tax loss carryforwards in France. See Note B for more information related to the sale of the European Tinplate business.

Equity in net earnings of affiliates

For the three and six months ended June 30, 2022 compared to 2021, equity in net earnings of affiliates increased from $3 to $12 and $5 to $29 due to the 20% ownership interest received after the sale of Company's European Tinplate business in August 2021.

Net income attributable to noncontrolling interest

For the three and six months ended June 30, 2022 compared to 2021, net income from noncontrolling interests decreased from $45 to $34 and $78 to $64 primarily due to lower earnings in the Company's beverage can operations in Brazil. Prior year included gains of $30 arising from favorable court rulings in lawsuits brought by certain of the Company's Brazilian subsidiaries asserting they were overcharged by the local tax authorities for indirect taxes paid in prior years.




                        Liquidity and Capital Resources

Cash from Operations

Cash provided by operating activities increased from $169 for the six months ended June 30, 2021 to $196 for the six months ended June 30, 2022. The increase in cash provided by operating activities was primarily due to higher earnings and $41 received for partial reimbursement of the contribution made in 2021 to fully settle the U.K. pension plan obligation, which is included in Pension contributions in the Consolidated Statements of Cash Flows. See Note L for more information regarding the settlement of the U.K. pension plan obligation.

Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, decreased from 40 days as of June 30, 2021 to 36 days as of June 30, 2022.

Inventory turnover increased from 57 days at June 30, 2021 to 64 days at June 30, 2022 primarily due to inflation and market growth.

Days outstanding for trade payables increased from 90 days at June 30, 2021 to 102 days at June 30, 2022 primarily due to inflation and market growth.



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Item 2. Management's Discussion and Analysis (Continued)

Investing Activities

Cash used for investing activities decreased from $311 for the six months ended June 30, 2021 to $130 for the six months ended June 30, 2022 primarily due to proceeds received from the sale of the Company's Transit Packaging segment's Kiwiplan business in April 2022.

The Company currently expects capital expenditures in 2022 to be approximately $1 billion.

Financing Activities

Financing activities used cash of $423 for the six months ended June 30, 2021 and $38 for the six months ended June 30, 2022.

The Company had higher net borrowings in 2022 primarily from the issuance of $500 principal amount of 5.250% senior unsecured notes due 2030 and higher borrowings under the revolving credit facility. See Note K for more information. Additionally, during the six months ended June 30, 2022, the Company repurchased $600 of common stock. The Company repurchased $297 of common stock during the six months ended June 30, 2021.

Liquidity

As of June 30, 2022, the Company had cash and cash equivalents of $438. As of June 30, 2022, $405 of the Company's $438 of cash and cash equivalents was located outside the U.S. The Company funds its cash needs in the U.S. through cash flows from operations in the U.S., distributions from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization facilities. Of the cash and cash equivalents located outside the U.S., $332 was held by subsidiaries for which earnings are considered indefinitely reinvested.

As of June 30, 2022, the Company had $1,430 of borrowing capacity available under its revolving credit facility, equal to the total facility of $1,650 less outstanding standby letters of credit of $70 and $150 of credit facility borrowings. The Company could have borrowed this amount at June 30, 2022 and still have been in compliance with its leverage ratio covenants. The Company's net total leverage ratio, as defined by the credit agreement, of 3.0 to 1.0 at June 30, 2022 was in compliance with the covenant requiring a ratio of no greater than 5.0 to 1.0. The required net total leverage ratio under the agreement reduces to 4.5 to 1.0 at December 31, 2022.

As of June 30, 2022, the Company's €335 ($351) 2.25% senior notes and its €550 ($576) 0.75% senior notes both due in February 2023 were classified as current maturities of long-term debt. The Company expects to have sufficient liquidity to refinance the senior notes or repay them at maturity.

In March 2022, the Company amended its securitization facility to increase the program limit from $500 to $700. This securitization facility expires in July 2023.

Capital Resources

As of June 30, 2022, the Company had approximately $219 of capital commitments primarily related to its global beverage can businesses. The Company expects to fund these commitments primarily through cash flows from operations.

Contractual Obligations

There were no material changes to the Company's contractual obligations provided within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, which information is incorporated herein by reference.






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Item 2. Management's Discussion and Analysis (Continued)

Supplemental Guarantor Financial Information

The Company and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of senior notes and debentures issued by other 100% directly or indirectly owned subsidiaries. These senior notes and debentures are fully and unconditionally guaranteed by the Company and substantially all of its subsidiaries in the United States, except in the case of the Company's outstanding senior notes issued by Crown Cork & Seal Company, Inc., which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt and the guarantees are made on a joint and several basis.

The following tables present summarized financial information related to the senior notes issued by the Company's subsidiary debt issuers and guarantors on a combined basis for each issuer and its guarantors (together, an "obligor group") after elimination of (i) intercompany transactions and balances among the Parent and the guarantors and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor. Crown Cork Obligor group consists of Crown Cork & Seal Company, Inc. and the Parent. Crown Americas Obligor group consists of Crown Americas LLC, Crown Americas Capital Corp. IV, Crown Americas Capital Corp. V, Crown Americas Capital Corp. VI, the Parent, and substantially all of the Company's subsidiaries in the United States.

Crown Cork Obligor Group
                                                        Six Months Ended
                                                          June 30, 2022
Net sales                                                               $        -
Gross Profit                                                                     -
Income from operations                                                          (2)
Net income from continuing operations1                                         (31)
Net income attributable to Crown Holdings1                                     (31)


(1) Includes $20 of expense related to intercompany interest with non-guarantor
subsidiaries




                                June 30, 2022              December 31, 2021
Current assets             $                   4      $                       7
Non-current assets                            24                             27
Current liabilities                           59                             72
Non-current liabilities1                   5,953                          5,286

(1) Includes payables of $5,140 and $4,560 due to non-guarantor subsidiaries as of June 30, 2022 and December 31, 2021

Crown Americas Obligor Group



                                                               Six Months Ended
                                                                June 30, 2022
Net sales1                                                                     $       2,718
Gross profit2                                                                            464
Income from operations2                                                                  232
Net income attributable to continuing operations3                                        189
Net income attributable to Crown Holdings3                                               189


(1) Includes $267 of sales to non-guarantor subsidiaries (2) Includes $27 of gross profit related to sales to non-guarantor subsidiaries (3) Includes $16 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries





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Item 2. Management's Discussion and Analysis (Continued)



                                  June 30, 2022                  December 31, 2021
Current assets1            $                   1,165      $                       1,078
Non-current assets2                            3,663                              3,495
Current liabilities3                           1,450                              1,330
Non-current liabilities4                       5,298                              4,761


(1) Includes receivables of $42 and $48 due from non-guarantor subsidiaries as
of June 30, 2022 and December 31, 2021
(2) Includes receivables of $178 and $180 due from non-guarantor subsidiaries as
of June 30, 2022 and December 31, 2021
(3) Includes payables of $35 and $35 due to non-guarantor subsidiaries as of
June 30, 2022 and December 31, 2021
(4) Includes payables of $1,320 and $1,397 due to non-guarantor subsidiaries as
of June 30, 2022 and December 31, 2021

Commitments and Contingent Liabilities

Information regarding the Company's commitments and contingent liabilities appears in Part I within Item 1 of this report under Note I , entitled "Commitments and Contingent Liabilities," to the consolidated financial statements, and in Part II within Item 1A of this report which information is incorporated herein by reference.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. which require that management make numerous estimates and assumptions.

Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note A to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. Updates to the Company's accounting policies related to new accounting pronouncements, as applicable, are included in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

Forward Looking Statements

Statements included herein, including, but not limited to, those in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the discussions of asbestos in Note H and commitments and contingencies in Note I to the consolidated financial statements included in this Quarterly Report on Form 10-Q, and also in Part I, Item 1, "Business" and Item 3, "Legal Proceedings" and in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," within the Company's Annual Report on Form 10-K for the year ended December 31, 2021, which are not historical facts (including any statements concerning the direct or indirect impact of the COVID-19 pandemic, the Russia-Ukraine war, objectives of management for capacity additions, share repurchases, dividends, future operations or economic performance, or assumptions related thereto), are "forward-looking statements" within the meaning of the federal securities laws. In addition, the Company and its representatives may, from time to time, make oral or written statements which are also "forward-looking statements."

These forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

While the Company periodically reassesses material trends and uncertainties affecting the Company's results of operations and financial condition in connection with the preparation of "Management's Discussion and Analysis of Financial Condition and Results of Operations" and certain other sections contained in the Company's quarterly, annual or other reports filed with the Securities and Exchange Commission ("SEC"), the Company does not intend to review or revise any particular forward-looking statement in light of future events.

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 within Part II, Item 7: "Management's Discussion and Analysis of Financial Condition and


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Results of Operations" under the caption "Forward Looking Statements" and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q (including under Item 1A of Part II below) and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company's SEC filings.

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