TOPBUILD CORP MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)


The financial and business analysis below provides information which we believe
is relevant to an assessment and understanding of our financial position,
results of operations, and cash flows.  This financial and business analysis
should be read in conjunction with the financial statements and related notes.

In this section, we generally discuss the results of our operations for the year
ended December 31, 2021 compared to the year ended December 31, 2020. For a
discussion of the year ended December 31, 2020 to the year ended December 31,
2019, please refer to Part II, Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K
for the year ended December 31, 2020, filed with the SEC on February 23, 2021,
which discussion is hereby incorporated herein by reference.

Executive Summary

We are a leading installer and distributor of insulation and other building
products to the construction industry.  Demand for our products and services is
driven primarily by residential construction, commercial construction, and
industrial construction.  We serve the residential, commercial, and industrial
markets in the U.S. and the commercial and industrial markets in Canada.  A
number of local and national factors influence activity in each of our lines of
business, including demographic trends, interest rates, employment levels,
business investment, supply and demand for housing, availability of credit,
foreclosure rates, consumer confidence, and general economic conditions.

Activity in the construction industry is seasonal, typically peaking in the
summer months. Because installation of insulation historically lags housing
starts by several months, we generally see a corresponding benefit in our
operating results during the third and fourth quarters.

Strategy


We are the nation's leading installer and specialty distributor of residential
and commercial insulation and other building products. We are committed to
creating long-term value for all stakeholders - employees, customers, suppliers,
and investors. Our core values include:

? Safety – We put the safety of our people first.

? Integrity – We deliver results with integrity, respect, and accountability.

? Focus – We are customer-focused, grounded in strong relationships.

? Innovation – We are continuously improving and encourage idea sharing.

? Unity – We are united as one team, valuing diversity.

? Community – We make a difference in the communities we serve.

? Empowerment – We are empowered to be our best, individually and as a team.

Our strategy is focused on growth and productivity including:

? Growing our share of the U.S. housing market;

? Expanding our business in commercial and industrial construction;

? Acquiring strategically aligned businesses;

? Driving operational efficiencies throughout the business.



Our operating results depend heavily on residential new construction activity
and, to a lesser extent, on commercial construction and industrial construction,
all of which are cyclical.  We are also dependent on third-party suppliers and
manufacturers providing us with an adequate supply of high-quality products.

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COVID-19 Business Update

We continue to monitor the COVID-19 pandemic and its impact on macroeconomic and
local economic conditions. While we are currently able to operate in all of our
locations, there is no guarantee that the services we provide will continue to
be allowed or that other events making the provision of our services challenging
or impossible, will not occur.  For example, if there are surges in levels of
COVID-19 infections in certain states, those states may respond by, among other
things, deeming residential, commercial, and industrial construction as
nonessential in connection with a restriction of commercial activity.

We have implemented and continue to implement procedures and processes as
required or recommended by governmental and medical authorities to ensure the
safety of our employees, including increasing our cleaning and sanitizing
practices at all locations and for all company vehicles, mandating social
distancing on job sites and within our branch operations and limiting all but
essential travel.  However, we are not able to predict whether our customers
will continue to operate at their current or typical volumes, and such decreases
in their operations would have a negative impact on our business.  We are also
unable to predict how long the COVID-19 pandemic will last and the impact of the
pandemic on demand for our products and services.  For additional discussion of
the potential impact of the COVID-19 pandemic on our business, see the sections
entitled "Outlook" and "Risk Factors" included in this Annual Report.

Material Trends in Our Business


We remain optimistic about the U.S. housing market. Following a brief slowdown
in the market during the 2nd quarter of 2020 due to the impacts from COVID-19,
housing starts increased through much of 2020 and 2021, and ended the year at
1.7 million (based on seasonally-adjusted figures from the U.S. Census Bureau),
the highest level of annual starts in more than a decade. However, housing
completions have not been able to keep up with housing starts due to a variety
of material and labor constraints across the entire housing construction
industry.  This environment of strong demand and tight supply has created
significant inflation in the majority of the products we sell.  We anticipate
that the current environment of strong demand and tight supply will continue
into 2022.

The commercial and industrial construction markets are also dealing with strong
demand and tight supply.  In addition, we have seen a number of projects pushed
out or delayed.  Our order volume and backlog for this work remains strong and
we anticipate growth in this market in 2022.

Seasonality

Sales across all of our end markets are typically slower during the winter
months due to lower construction activity.  Historically, the installation of
insulation lags housing starts by several months. However, the normal lag on
residential housing starts has extended recently as demand for residential
housing has surged, causing building materials and labor to be constrained.
These material and labor constraints, as well as additional safety precautions
related to COVID-19, have also extended the build cycle related to commercial
construction.

Results of Operations

We report our financial results in conformity with GAAP.


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The following table sets forth our net sales, gross profit, operating profit,
and margins, as reported in our Consolidated Statements of Operations, in
thousands:

                                                                 Year Ended December 31,
                                                                   2021            2020
Net sales                                                      $   3,486,207$ 2,718,038
Cost of sales                                                      2,511,818      1,971,677
Cost of sales ratio                                                     72.1 %         72.5 %

Gross profit                                                         974,389        746,361
Gross profit margin                                                     27.9 %         27.5 %

Selling, general, and administrative expense                         497,970        391,315
Selling, general, and administrative expense to sales ratio             14.3 %         14.4 %

Operating profit                                                     476,419        355,046
Operating profit margin                                                 13.7 %         13.1 %

Other expense, net                                                  (42,976)       (31,956)
Income tax expense                                                 (109,427)       (76,067)
Net income                                                     $     324,016$   247,023
Net margin                                                               9.3 %          9.1 %

Comparison of the Years Ended December 31, 2021 and December 31, 2020

Sales and Operations

Net sales for 2021 increased 28.3 percent, or $768.2 million, to $3.5 billion.

 The increase was driven by a 15.6 percent increase in sales from acquisitions,
8.5 percent impact from higher selling prices, and a 4.1 percent increase in
sales volume.

Our gross profit margins were 27.9 percent and 27.5 percent for 2021 and 2020,
respectively.  Gross profit margin improved primarily due to higher selling
prices and sales volume, and savings from cost reduction activities, partially
offset by an increase in cost of material and the amortization of inventory
step-up related to purchase accounting.

Selling, general, and administrative expenses as a percentage of sales were 14.3
percent and 14.4 percent for 2021 and 2020, respectively.  Decreased selling,
general, and administrative expense as a percent of sales was primarily the
result of higher sales and lower legal fees and share-based compensation expense
partially offset by higher spend on acquisition-related costs such as intangible
amortization and one-time transaction costs.

Operating margins were 13.7 percent and 13.1 percent for 2021 and 2020,
respectively.  The increase in operating margins related to higher selling
prices and sales volume, savings from cost reduction activities, lower legal
fees and share-based compensation expense, partially offset by an increase in
cost of material, the amortization of inventory step-up related to purchase
accounting and other one-time transaction costs.

Other Expense, Net

Other expense, net, which primarily consists of interest expense, increased
$11.0 million to $43.0 million in 2021 compared with 2020. The increase is
primarily related to costs incurred to redeem our 5.625% Senior Notes in 2021
and increased average debt outstanding in 2021, partially offset by lower
interest rates on our 3.625% Senior Notes and borrowings under the Credit
Agreement.

Income Tax Expense

Our effective tax rate increased from 23.5 percent in 2020 to 25.2 percent in
2021.  The higher 2021 rate was primarily related to a decrease in the benefit
related to share-based compensation and an increase in non-deductible items.

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2021 and 2020 Business Segment Results

The following table sets forth our net sales and operating profit information by
business segment, in thousands:


                                             Year Ended December 31,
                                               2021             2020        Percent Change
Net sales by business segment:
Installation                               $   2,378,401$  1,943,461              22.4 %
Specialty Distribution                         1,287,176         926,207              39.0 %
Intercompany eliminations                      (179,370)       (151,630)
Net sales                                  $   3,486,207$  2,718,038              28.3 %

Operating profit by business segment (a):
Installation                               $     383,722$    294,793              30.2 %
Specialty Distribution                           169,368         115,343              46.8 %
Intercompany eliminations                       (29,653)        (24,305)
Operating profit before general corporate
expense                                          523,437         385,831              35.7 %
General corporate expense, net (b)              (47,018)        (30,785)
Operating profit                           $     476,419$    355,046              34.2 %

Operating profit margins:
Installation                                        16.1 %          15.2 %
Specialty Distribution                              13.2 %          12.5 %
Operating profit margin before general
corporate expense                                   15.0 %          14.2 %
Operating profit margin                             13.7 %          13.1 %

Segment operating profit for years ended December 31, 2021 and 2020 includes
(a) an allocation of general corporate expenses attributable to the operating

    segments which is based on direct benefit or usage (such as salaries of
    corporate employees who directly support the segment).

General corporate expense, net includes expenses not specifically
(b) attributable to our segments for functions such as corporate human resources,

finance and legal, including salaries, benefits, and other related costs.

2021 and 2020 Business Segment Results Discussion

Changes in operating profit margins in the following business segment results
discussion exclude general corporate expense, net in 2021 and 2020, as
applicable.


Installation

Sales

Sales increased $434.9 million, or 22.4 percent, in 2021 compared to 2020.

Sales increased 11.4 percent from acquisitions, 6.5 percent due to higher
selling prices and 4.5 percent sales volume.

Operating Results


Operating margins in the Installation segment were 16.1 percent and 15.2 percent
for 2021 and 2020, respectively.  The increase in operating margin was driven by
higher sales volume and selling prices, savings from cost reduction activities,
and lower legal fees, partially offset by an increase in cost of material.

Specialty Distribution

Sales

Sales increased $361.0 million, or 39.0 percent, in 2021 compared to 2020.

Sales increased 22.0 percent from acquisitions, 13.7 percent due to higher
selling prices and 3.3 percent sales volume.

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Operating Results

Operating margins in the Specialty Distribution segment were 13.2 percent and
12.5 percent for 2021 and 2020, respectively.  The increase in operating margin
was driven by higher sales volume and selling prices and savings from cost
reduction activities, partially offset by an increase in cost of material and
the amortization of inventory step-up related to purchase accounting.



Commitments and Contingencies


We are subject to certain claims, charges, litigation, and other proceedings in
the ordinary course of our business. We believe we have adequate defenses in
these matters, and we do not believe that the ultimate outcome of these matters
will have a material adverse effect on us.  For additional information see Item
8. Financial Statements and Supplementary Data - Note 11. Other Commitments and
Contingencies.

Liquidity and Capital Resources

We have access to liquidity through our cash from operations and available
borrowing capacity under our Credit Agreement, which provides for borrowing
and/or standby letter of credit issuances of up to $500 million under the
revolving facility.  For additional information regarding our outstanding debt
and borrowing capacity see Item 8. Financial Statements and Supplementary Data -
Note 6. Long-Term Debt.

The following table summarizes our total liquidity, in thousands:


                                                       As of
                                          December 31,       December 31,
                                              2021               2020
Cash and cash equivalents (a)            $       139,779$       330,007

Revolving facility                               500,000            450,000
Less: standby letters of credit                 (69,936)           (60,382)
Availability under revolving facility            430,064            389,618

Total liquidity                          $       569,843$       719,625

(a) Our cash and cash equivalents consist of AAA-rated money market funds as well

as cash held in our demand deposit accounts.



We believe that our cash flows from operations, combined with our current cash
levels and available borrowing capacity, will be adequate to support our ongoing
operations and to fund our debt service requirements, capital expenditures and
working capital needs for at least the next twelve months. We also have adequate
liquidity to maintain off-balance sheet arrangements for short-term leases,
letters of credit, and performance and license bonds. See Item 8. Financial
Statements and Supplementary Data of this Annual Report for related disclosures.

Our material cash requirements from known contractual and other obligations
primarily relate to our debt and lease obligations. Expected timing of those
payments are as follows as of December 31, 2021, in thousands:

                                                      Payments Due by Period
                      2022        2023         2024         2025         2026       Thereafter        Total
Operating leases
(a)                 $  59,414$  46,076$  35,388$  25,726$  15,175$    10,593$   192,372
Finance leases
(b)                     2,641       2,419        1,663        1,524        1,064          1,608         10,919
Principal
repayments of
long-term debt
(c)                    38,639      40,075       47,121       48,750      438,750        900,000      1,513,335
Interest
payments and
fees on
long-term debt
(d)                    46,823      49,526       52,417       53,756       53,869        147,881        404,272
Total               $ 147,517$ 138,096$ 136,589$ 129,756$ 508,858$ 1,060,082$ 2,120,898


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(a) We lease certain locations, vehicles and equipment under operating lease
agreements. In some instances, these lease agreements exist with related
parties. For additional information, see Note 2 – Leases to our audited
consolidated financial statements included in this Form 10-K.

(b) We lease certain fleet vehicles and equipment under a finance lease
structure. Finance lease obligations, as disclosed above, include estimated
interest expense payments using our incremental borrowing rates effective at
December 31, 2021.

(c) Principal repayments of long-term debt include payments under our term loan
facility, equipment notes, 3.625% Senior Notes and 4.125% Senior Notes. No
borrowings are assumed under our revolving facility in the schedule above. For
additional information, see Note 6 - Long-Term Debt to our audited consolidated
financial statements included in this Form 10-K.

(d) Interest and fees have been calculated using the interest rate on our
long-term debt as of December 31, 2021 and assumes our standby letters of credit
remain constant during the term of our Credit Agreement.

Cash Flows


The following table presents a summary of our cash flows provided by (used in)
operating, investing and financing activities for the periods indicated, in
thousands:

                                                          Year Ended December 31,
                                                            2021            2020
Changes in cash and cash equivalents:
Net cash provided by operating activities               $     403,025    $ 

357,884

Net cash used in investing activities                     (1,322,245)     

(121,883)

Net cash provided by (used in) financing activities           729,007      

(90,801)

Impact of foreign currency on cash                               (15)      

Net (decrease) increase in cash and cash equivalents $ (190,228) $

145,200

Net cash flows provided by operating activities increased $45.1 million for the
year ended December 31, 2021, as compared to December 31, 2020.  The increase
was primarily due to an increase in net income partially offset by the impact of
higher working capital seen in Accounts Receivable,  Inventory, and Accounts
Payable.

Net cash used in investing activities was $1,322.2 million for the year ended
December 31, 2021, primarily comprised of $1,267.1 million for acquisitions and
$55.5 million for purchases of property and equipment, primarily vehicles.  Net
cash used in investing activities was $121.9 million for the year ended December
31, 2020, primarily comprised of $83.4 million for acquisitions and $40.9
million for purchases of property and equipment, primarily vehicles, partially
offset by $2.5 million of proceeds from the sale of property and equipment.

Net cash provided by financing activities was $729.0 million for the year ended
December 31, 2021. Cash increased by $1,218.8 million from proceeds received on
Amendment No. 1 to Credit Agreement in the first quarter of 2021 and again in
the fourth quarter of 2021 as well as the 4.125% Senior Notes issuance in the
fourth quarter of 2021, used to fund the acquisition of DI. These increases were
partially offset by repayments of $433.1 million including $400.0 million to
redeem our 5.625% Senior Notes and payments on our term loan and equipment notes
as well as $15.0 million used for debt issuance costs related to Amendment No. 1
to Credit Agreement in the first quarter of 2021 and again in the fourth quarter
of 2021 as well as the 4.125% Senior Notes issuance in the fourth quarter of
2021.  Additionally, we used $35.6 million for the repurchase of common stock
pursuant to the 2019 Repurchase Program, as well as $5.5 million net activity
related to exercise of share-based incentive awards and stock options.  Net cash
used in financing activities was $90.8 million for the year ended December 31,
2020. We used $49.2 million for the repurchase of common stock pursuant to the
2019 Repurchase Program, $24.9 million for payments on our term loan under our
Credit Agreement and on our equipment notes, $14.9 million for purchases of
common stock for tax withholding obligations related to the vesting and exercise
of share-based incentive awards, and $2.3 million in debt issuance costs as a
result of entering into a new term loan and revolving credit facility.

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Critical Accounting Policies and Estimates

We prepare our Consolidated Financial Statements in conformity with GAAP.  The
preparation of these financial statements requires us to make estimates and
assumptions that affect the reported amounts and disclosure of assets and
liabilities, and any related contingencies, at the date of the financial
statements, as well as the reported amounts of sales and expenses during the
reporting period.  Actual results could differ from those estimates.

Our significant accounting policies are more fully described in Item 8.
Financial Statements and Supplementary Data - Note 1. Summary of Significant
Accounting Policies.  However, certain of our accounting policies considered
critical are those we believe are both most important to the portrayal of our
financial condition and operating results and require our most difficult,
subjective, or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain.  Judgments
and uncertainties affecting the application of those policies may result in
materially different amounts being reported under different conditions or using
different assumptions.  We consider the following policies to be most critical
in understanding the judgments that are involved in preparing our Consolidated
Financial Statements.

Revenue Recognition and Receivables

We recognize revenue for our Installation segment over time as the related
performance obligation is satisfied with respect to each particular order within
a given customer's contract. Progress toward complete satisfaction of the
performance obligation is measured using a cost-to-cost measure of progress
method. The cost input is based on the amount of material installed at that
customer's location and the associated labor costs, as compared to the total
expected cost for the particular order. The total expected cost is a significant
estimate in the revenue recognition process, requires judgment, and is subject
to variability throughout the duration of the contract as a result of contract
modifications and other circumstances impacting job completion. Generally, this
results in revenue being recognized as the customer is able to receive and
utilize the benefits provided by our services. Each contract contains one or
more individual orders, which are based on services delivered. When material and
installation services are bundled in a contract, we combine these items into one
performance obligation as the overall promise is to transfer the combined item.

Revenue from our Specialty Distribution segment is recognized when title to
products and risk of loss transfers to our customers.  This represents the point
in time when the customer is able to direct the use of and obtain substantially
all the benefits from the product. The determination of when control is deemed
transferred depends on the shipping terms that are agreed upon in the contract.

At time of sale, we record estimated reductions to revenue for customer programs
and incentive offerings, including special pricing and other volume-based
incentives based on historical experience, which is continuously adjusted. The
duration of our contracts with customers is relatively short, generally less
than a 90-day period, and therefore there is not a significant financing
component when considering the determination of the transaction price which gets
allocated to the individual performance obligations, generally based on
standalone selling prices. Additionally, we consider shipping costs charged to a
customer as a fulfillment cost rather than a promised service and expense as
incurred. Sales taxes, when incurred, are recorded as a liability and excluded
from revenue on a net basis.

We record a contract asset when we have satisfied our performance obligation
prior to billing and a contract liability when a customer payment is received
prior to the satisfaction of our performance obligation. The difference between
the beginning and ending balances of our contract assets and liabilities
primarily results from the timing of our performance and the customer's payment.

We maintain allowances for estimated losses resulting from the inability of
customers to make required payments.  In addition, we monitor our customer
receivable balances and the credit worthiness of our customers on an on-going
basis.  During downturns in our markets, declines in the financial condition and
creditworthiness of customers impact the credit risk of the receivables involved
and we have incurred additional bad debt expense related to customer defaults.

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Business Combinations
The purchase price for business combinations is allocated to the estimated fair
values of acquired tangible and intangible assets, including goodwill, and
assumed liabilities, where applicable.  Additionally, we recognize customer
relationships, trademarks and trade names, and non-compete agreements as
identifiable intangible assets, which are recorded at fair value as of the
transaction date. The fair value of the customer relationships intangible assets
was determined by management using the multi-period excess earnings method under
the income approach. Assumptions used in determining the fair value of the
customer relationships intangible asset included forecasted revenue growth rate,
customer attrition rate, and discount rate. The fair value of other intangible
assets is determined primarily using current industry information.  Goodwill is
recorded when consideration transferred exceeds the fair value of identifiable
assets and liabilities.  Measurement-period adjustments to assets acquired and
liabilities assumed with a corresponding offset to goodwill are recorded in the
period they occur, which may include up to one year from the acquisition date.

Contingent consideration is recorded at fair value at the acquisition date.

Goodwill and Other Intangible Assets


We have two reporting units, which are also our operating and reporting
segments: Installation and Specialty Distribution, and both contain
goodwill. Our operating segments engage in business activities for which
discrete financial information including long range forecasts is available, and
we complete the impairment testing of goodwill at this level, as defined by
accounting guidance. Assets acquired and liabilities assumed are assigned to the
applicable reporting unit based on whether the acquired assets and liabilities
relate to the operations of such unit and determination of its fair
value. Goodwill assigned to the reporting unit is the excess of the fair value
of the acquired business over the fair value of the individual assets acquired
and liabilities assumed for the reporting unit.

We perform our annual impairment testing of goodwill in the fourth quarter of
each year, or as events occur or circumstances change that would more likely
than not reduce the fair value of a reporting unit below its carrying amount.
When assessing goodwill for impairment, we have the option to first assess
qualitative factors to determine whether the existence of events or
circumstances leads to a determination that it is more likely than not that the
fair value of a reporting unit is less than its carrying amount. If, after
assessing the totality of events or circumstances, we determine it is more
likely than not that the fair value of a reporting unit is less than its
carrying amount, then we recognize an impairment charge for the amount by which
the carrying amount exceeds the reporting unit's fair value. If we conclude
otherwise, then no further action is taken. We also have the option to bypass
the qualitative assessment and only perform a quantitative assessment. For the
year ended December 31, 2021, we performed a qualitative assessment.

Fair value for our reporting units is determined using a discounted cash flow
method which includes significant unobservable inputs (Level 3 inputs). We
believe this methodology is comparable to what would be used by other market
participants.  Using the discounted cash flow method requires us to make
significant estimates and assumptions, including long term projections of cash
flows, market conditions, and appropriate discount rates.  Our judgments are
based on historical experience, current market trends, consultations with
external valuation specialists and other information.  While we believe that the
estimates and assumptions underlying the valuation methodology are reasonable,
changes to estimates and assumptions could result in different outcomes.  In
estimating future cash flows, we rely on internally generated long-range
forecasts for sales and operating profits, and generally a one to three percent
long term assumed annual growth rate of cash flows for periods after the
long-range forecast.  We generally develop these forecasts based upon, among
other things, recent sales data for existing products, and estimated U.S.
housing starts.

When necessary, an impairment loss is recognized to the extent that a reporting
unit's recorded goodwill exceeds its fair value. In the fourth quarters of 2021
and 2020, we performed an assessment on our goodwill and determined that the
estimated fair value of each reporting unit substantially exceeded its carrying
value at December 31, 2021, and therefore the goodwill was not impaired.

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We did not recognize any impairment charges for goodwill for the years ended
December 31, 2021, 2020, and 2019. As of December 31, 2021, net goodwill
reflected $762.0 million of accumulated impairment losses, relating primarily to
impairment charges taken in 2008-2010 following the substantial decrease in U.S.
housing starts after the financial crisis of 2007-2008.

Intangible assets with finite useful lives are amortized using the straight-line
method over their estimated useful lives. We evaluate the remaining useful lives
of amortizable identifiable intangible assets at each reporting period to
determine whether events and circumstances warrant a revision to the remaining
periods of amortization.

Income Taxes

If, based upon all available evidence, both positive and negative, it is more
likely than not (more than 50 percent likely) deferred tax assets will not be
realized, a valuation allowance is recorded.  Significant weight is given to
positive and negative evidence that is objectively verifiable.  A company's
three year cumulative loss position is significant negative evidence in
considering whether deferred tax assets are realizable and the accounting
guidance restricts the amount of reliance we can place on projected taxable
income to support the recovery of deferred tax assets.

Current accounting guidance allows the recognition of only those income tax
positions that have a greater than 50 percent likelihood of being sustained upon
examination by taxing authorities.  We believe that there is an increased
potential for volatility in our effective tax rate because this threshold allows
changes in the income tax environment and the inherent complexities of income
tax law in a substantial number of jurisdictions to affect the computation of
the liability for uncertain tax positions to a greater extent.

While we believe we have adequately assessed for our uncertain tax positions,
amounts asserted by taxing authorities could vary from our assessment of
uncertain tax positions.  Accordingly, provisions for tax-related matters,
including interest and penalties, could be recorded in income tax expense in the
period revised assessments are made.

Recently Issued Accounting Pronouncements


Recently issued accounting pronouncements and their expected or actual effect on
our reported results of operations are addressed in Item 8. Financial Statements
and Supplementary Data - Note 1. Summary of Significant Accounting Policies.

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