Veritiv(VRTV) - 2022 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides Veritiv Corporation's unaudited condensed consolidated financial statements and related notes for Q1 2022 and 2021 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) This section presents Veritiv Corporation's unaudited condensed consolidated financial statements and comprehensive notes for Q1 2022 and 2021 Condensed Consolidated Statements of Operations This statement details Veritiv Corporation's net sales, operating income, and net income for Q1 2022 and 2021 - Veritiv Corporation reported significant growth in net income and operating income for the three months ended March 31, 2022, compared to the same period in 2021, driven by increased net sales[10] Consolidated Statements of Operations Summary (in millions, except EPS) | Metric | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Change ($ in millions) | Change (%) | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------- | :--------- | | Net sales | $1,858.1 | $1,559.3 | $298.8 | 19.2% | | Operating income (loss) | $87.2 | $34.5 | $52.7 | 152.8% | | Net income (loss) | $78.5 | $21.3 | $57.2 | 268.5% | | Basic EPS | $5.31 | $1.34 | $3.97 | 296.3% | | Diluted EPS | $5.12 | $1.28 | $3.84 | 300.0% | Condensed Consolidated Statements of Comprehensive Income (Loss) This statement presents Veritiv Corporation's net income and other comprehensive income components for Q1 2022 and 2021 - The company's total comprehensive income significantly increased in Q1 2022 compared to Q1 2021, primarily due to higher net income and a positive foreign currency translation adjustment[13] Consolidated Statements of Comprehensive Income (Loss) Summary (in millions) | Metric | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Change ($ in millions) | Change (%) | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------- | :--------- | | Net income (loss) | $78.5 | $21.3 | $57.2 | 268.5% | | Foreign currency translation adjustments | $2.6 | $(0.3) | $2.9 | - | | Total comprehensive income (loss) | $81.1 | $21.0 | $60.1 | 286.2% | Condensed Consolidated Balance Sheets This statement outlines Veritiv's assets, liabilities, and shareholders' equity as of March 31, 2022, and December 31, 2021 - As of March 31, 2022, Veritiv's total assets increased, driven by a substantial rise in assets-held-for-sale, while cash and cash equivalents decreased. Total liabilities and shareholders' equity also saw increases[16] Consolidated Balance Sheets Summary (in millions) | Metric | March 31, 2022 (in millions) | December 31, 2021 (in millions) | Change ($ in millions) | Change (%) | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------- | :--------- | | Total assets | $2,507.2 | $2,438.4 | $68.8 | 2.8% | | Cash and cash equivalents | $33.8 | $49.3 | $(15.5) | (31.4)% | | Accounts receivable, net | $944.3 | $1,011.2 | $(66.9) | (6.6)% | | Inventories | $407.7 | $484.5 | $(76.8) | (15.9)% | | Assets-held-for-sale | $300.5 | $1.2 | $299.3 | 24941.7% | | Total liabilities | $1,827.4 | $1,802.6 | $24.8 | 1.4% | | Liabilities-held-for-sale | $172.9 | $— | $172.9 | - | | Total shareholders' equity | $679.8 | $635.8 | $44.0 | 6.9% | Condensed Consolidated Statements of Cash Flows This statement outlines Veritiv Corporation's cash flows from operating, investing, and financing activities for Q1 2022 and 2021 - For the three months ended March 31, 2022, operating activities used cash, a shift from providing cash in the prior year, primarily due to payroll tax payments. Investing activities also used cash, while financing activities provided cash, reversing a prior year outflow, mainly due to changes in book overdrafts and lower net debt repayments[18] Consolidated Statements of Cash Flows Summary (in millions) | Metric | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Change ($ in millions) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------- | | Net cash provided by (used for) operating activities | $(5.9) | $13.2 | $(19.1) | | Net cash provided by (used for) investing activities | $(7.1) | $1.7 | $(8.8) | | Net cash provided by (used for) financing activities | $7.4 | $(26.1) | $33.5 | | Net change in cash and cash equivalents | $(15.5) | $(11.6) | $(3.9) | | Cash and cash equivalents at end of period | $33.8 | $109.0 | $(75.2) | Condensed Consolidated Statements of Shareholders' Equity This statement details changes in Veritiv Corporation's shareholders' equity from December 31, 2021, to March 31, 2022 - Shareholder's equity increased from December 31, 2021, to March 31, 2022, primarily due to net income and other comprehensive income, partially offset by treasury stock purchases and tax withholdings on share-based compensation[20] Consolidated Statements of Shareholders' Equity Summary (in millions) | Metric | Balance at Dec 31, 2021 (in millions) | Net Income (Loss) (in millions) | Other Comprehensive Income (Loss) (in millions) | Stock-based Compensation (in millions) | Treasury Stock Purchases (in millions) | Balance at Mar 31, 2022 (in millions) | | :--------------------------------- | :------------------------------------ | :------------------------------------ | :-------------------------------------------- | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Total Shareholders' Equity | $635.8 | $78.5 | $2.6 | $2.8 | $(10.4) | $679.8 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note describes Veritiv's business operations, recent strategic changes, and key accounting policies - Veritiv signed an agreement in March 2022 to sell its Veritiv Canada, Inc. business for CAD $240 million (approx. U.S. $190 million) in cash, which includes most of its Canadian facility solutions, print, and packaging businesses[23] - The company combined its print and publishing operations into a new 'Print Solutions' reportable segment in Q1 2022 to better align resources with market needs[24] - The COVID-19 pandemic continues to impact the company's operational and financial performance, with potential adjustments to receivables, inventory, and asset impairments[28] Note 2. REVENUE RECOGNITION AND CREDIT LOSSES This note details Veritiv's revenue recognition policies, geographical concentration, and credit loss accounting - Veritiv's revenue is reported as net sales, measured as the determinable transaction price, net of variable consideration. Approximately 35% of total net sales historically come from direct shipments from manufacturers to customers[31] Contract Liabilities (in millions) | Metric | 2022 (in millions) | 2021 (in millions) | | :-------------------------------- | :----------------- | :----------------- | | Balance at January 1, | $21.8 | $12.2 | | Payments received | $15.3 | $14.2 | | Revenue recognized from beginning balance | $(11.4) | $(7.3) | | Revenue recognized from current year receipts | $(5.1) | $(7.1) | | Reclassified to liabilities-held-for-sale | $(1.1) | $— | | Balance at March 31, | $19.5 | $12.0 | - Veritiv's principal markets are concentrated in North America, with Q1 2022 net sales approximately 86% in the U.S., 11% in Canada, and 2% in Mexico[35] Note 3. LEASES This note provides information on Veritiv's lease arrangements, including lease costs and right-of-use assets and obligations - Veritiv leases property and equipment, primarily distribution centers, with total lease cost for Q1 2022 at $30.3 million, a slight decrease from $31.0 million in Q1 2021[40] Lease Costs (in millions) | Lease Classification | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | | :------------------- | :------------------------------------------ | :------------------------------------------ | | Short-term lease expense | $0.8 | $1.0 | | Operating lease expense | $25.1 | $25.6 | | Total finance lease expense | $4.4 | $4.4 | | Total Lease Cost | $30.3 | $31.0 | Lease Assets and Obligations (in millions) | Metric | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Operating lease right-of-use assets | $344.6 | $375.6 | | Total operating lease obligations | $377.8 | $409.5 | | Finance lease right-of-use assets | $32.7 | $66.3 | | Total finance lease obligations | $35.9 | $72.8 | Note 4. RESTRUCTURING CHARGES This note outlines the status and financial impact of Veritiv's 2020 Restructuring Plan - The 2020 Restructuring Plan was substantially complete by December 31, 2021, with approximately $4 million in remaining charges expected through the end of 2022[44] Restructuring Charges by Type (in millions) | Metric | 2022 (in millions) | Cumulative (in millions) | | :-------------------------- | :----------------- | :----------------------- | | Severance and Related Costs | $0.4 | $41.2 | | Other Direct Costs | $0.0 | $33.0 | | (Gain) Loss on Sale of Assets | $2.3 | $(3.9) | | Total | $2.7 | $70.3 | Restructuring Accrual Rollforward (in millions) | Metric | Balance at Dec 31, 2021 (in millions) | Costs Incurred (in millions) | Payments (in millions) | Balance at Mar 31, 2022 (in millions) | | :-------------------------- | :------------------------------------ | :--------------------------- | :--------------------- | :------------------------------------ | | Severance and Related Costs | $4.7 | $0.4 | $(2.3) | $2.8 | | Other Direct Costs | $3.7 | $1.4 | $(2.1) | $3.0 | | Total | $8.4 | $1.8 | $(4.4) | $5.8 | Note 5. DEBT This note details Veritiv's debt structure, including the ABL Facility and other financing arrangements - Veritiv's total debt increased slightly to $526.5 million as of March 31, 2022, from $515.7 million at December 31, 2021, primarily due to new vendor-based financing arrangements[52] Total Debt (in millions) | Metric | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Asset-Based Lending Facility (ABL) | $474.2 | $440.8 | | Commercial card program | $2.3 | $2.1 | | Vendor-based financing arrangements | $14.1 | $— | | Finance leases | $35.9 | $72.8 | | Total debt | $526.5 | $515.7 | - As of March 31, 2022, the available additional borrowing capacity under the ABL Facility was approximately $576.6 million[54] Note 6. INCOME TAXES This note explains Veritiv's income tax expense and effective tax rate for the reporting periods - Veritiv's effective tax rate significantly decreased to 6.9% for Q1 2022 from 29.9% in Q1 2021, primarily due to the recognition of a deferred tax asset on a foreign subsidiary investment[59] Income Tax Information (in millions, except rate) | Metric | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | | Income (loss) before income taxes | $84.3 | $30.4 | | Income tax expense (benefit) | $5.8 | $9.1 | | Effective tax rate | 6.9% | 29.9% | Note 7. DEFINED BENEFIT PLANS This note provides information on Veritiv's defined benefit pension plans and associated costs - Veritiv intends to terminate and settle the U.S. Veritiv Pension Plan, while the Veritiv Hourly Pension Plan will remain open[61] Net Periodic Benefit Cost (Credit) (in millions) | Metric | 3 Months Ended March 31, 2022 (U.S. in millions) | 3 Months Ended March 31, 2022 (Canada in millions) | 3 Months Ended March 31, 2021 (U.S. in millions) | 3 Months Ended March 31, 2021 (Canada in millions) | | :-------------------------------- | :------------------------------------- | :--------------------------------------- | :------------------------------------- | :--------------------------------------- | | Service cost | $0.8 | $0.1 | $0.6 | $0.1 | | Interest cost | $0.3 | $0.6 | $0.3 | $0.5 | | Expected return on plan assets | $(0.5) | $(1.1) | $(1.1) | $(1.0) | | Net periodic benefit cost (credit) | $0.6 | $(0.4) | $(0.2) | $(0.4) | Note 8. FAIR VALUE MEASUREMENTS This note details fair value measurements, particularly for assets-held-for-sale and goodwill impairment review - Assets-held-for-sale increased from $1.2 million at December 31, 2021, to $300.5 million at March 31, 2022, primarily due to the divestiture of Veritiv Canada, Inc[66] - Goodwill ($96.3 million) and other intangibles ($38.9 million) were reviewed for impairment following the Veritiv Canada, Inc. sale announcement, and no impairment was found for either the divested or retained businesses[67] Note 9. EARNINGS (LOSS) PER SHARE This note presents Veritiv's basic and diluted earnings per share calculations for the reporting periods - Basic EPS increased significantly to $5.31 in Q1 2022 from $1.34 in Q1 2021, and diluted EPS rose to $5.12 from $1.28, reflecting higher net income and a lower weighted-average share count[69] Earnings Per Share (in millions, except EPS) | Metric | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :--------------------------------------- | :------------------------------ | :------------------------------ | | Net income (loss) | $78.5 | $21.3 | | Weighted-average shares outstanding – basic | 14.77 | 15.88 | | Weighted-average shares outstanding – diluted | 15.32 | 16.66 | | Basic EPS | $5.31 | $1.34 | | Diluted EPS | $5.12 | $1.28 | Note 10. SHAREHOLDERS' EQUITY This note details changes in Veritiv's shareholders' equity, including share repurchases and comprehensive income - On March 1, 2022, Veritiv authorized a new $200 million share repurchase program, replacing the previous $100 million program[70] - During March 2022, the company repurchased 78,025 shares of common stock at a cost of $10.4 million under the new program[70] - Accumulated Other Comprehensive Loss (AOCL) improved from $(24.3) million at December 31, 2021, to $(21.7) million at March 31, 2022, driven by $2.6 million in unrealized net gains from foreign currency translation adjustments[75] Note 11. COMMITMENTS AND CONTINGENCIES This note outlines Veritiv's legal claims, proceedings, and multiemployer pension plan withdrawal liabilities - The company does not expect any asserted or unasserted legal claims or proceedings to have a material adverse effect on its results of operations, financial condition, or cash flows[77] - Veritiv recognized an estimated complete withdrawal liability of $7.1 million for the Western Pennsylvania Teamsters and Employers Pension Fund in Q1 2020, and a partial withdrawal liability of $6.5 million in Q2 2019, both unchanged as of March 31, 2022[79][80] - An estimated complete withdrawal liability of $0.5 million was recognized in Q4 2021 for the Minneapolis Food Distributors Ind Pension Plan, effective July 31, 2022[82] Note 12. SEGMENT AND OTHER INFORMATION This note provides detailed financial performance by Veritiv's operating segments, including net sales and Adjusted EBITDA - Veritiv's net sales increased across all segments in Q1 2022, with Packaging leading the growth. Adjusted EBITDA also saw significant increases, particularly in Print Solutions, reflecting improved market conditions and pricing[84] Net Sales by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Change ($ in millions) | Change (%) | | :---------------- | :------------------------------------------ | :------------------------------------------ | :--------------------- | :--------- | | Packaging | $1,003.1 | $854.6 | $148.5 | 17.4% | | Facility Solutions | $229.4 | $206.1 | $23.3 | 11.3% | | Print Solutions | $596.6 | $471.3 | $125.3 | 26.6% | | Corporate & Other | $29.0 | $27.3 | $1.7 | 6.2% | | Total | $1,858.1 | $1,559.3 | $298.8 | 19.2% | Adjusted EBITDA by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Change ($ in millions) | Change (%) | | :---------------- | :------------------------------------------ | :------------------------------------------ | :--------------------- | :--------- | | Packaging | $97.4 | $78.0 | $19.4 | 24.9% | | Facility Solutions | $13.4 | $11.5 | $1.9 | 16.5% | | Print Solutions | $54.6 | $17.4 | $37.2 | 213.8% | | Corporate & Other | $(45.9) | $(47.4) | $1.5 | 3.2% | Note 13. DIVESTITURES This note details the agreement to sell Veritiv Canada, Inc. and its financial impact on assets and liabilities - In March 2022, Veritiv signed a definitive agreement to sell its Veritiv Canada, Inc. business for CAD $240 million (approx. U.S. $190 million) in cash[86] - The sale includes substantially all of the company's facility solutions and print operations in Canada, and a majority of its Canada-based packaging business, but does not represent a strategic shift to be classified as a discontinued operation[86] Assets and Liabilities Held for Sale (in millions) | Metric | Balance at March 31, 2022 (in millions) | | :---------------------------------------------------------------- | :-------------------------------------- | | Cash and cash equivalents | $9.9 | | Accounts receivable, net of allowances | $94.8 | | Inventories | $87.3 | | Property and equipment, net | $38.0 | | Goodwill | $3.3 | | Other intangibles, net | $2.6 | | Total assets | $299.3 | | Accounts payable | $72.4 | | Other accrued liabilities | $20.1 | | Long-term debt, net of current portion | $31.5 | | Total liabilities | $172.9 | Note 14. SUBSEQUENT EVENT This note discloses the completion of the Veritiv Canada, Inc. sale after the reporting period - The sale of Veritiv Canada, Inc. was completed on May 2, 2022, with net cash proceeds of approximately $147.4 million[91] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses Veritiv's Q1 2022 financial condition, operating results, strategic developments, liquidity, and capital resources Executive Overview This overview highlights key strategic initiatives, market impacts, and financial programs affecting Veritiv's performance - The COVID-19 pandemic continues to have widespread, unpredictable impacts on the company's operations, customer demand, and financial results, with the full extent difficult to estimate[97][100] - The sale of Veritiv Canada, Inc. (completed May 2, 2022) for approximately $190 million allows Veritiv to focus its portfolio on its core packaging business, emphasizing higher growth and margin opportunities[101] - A new $200 million share repurchase program was authorized on March 1, 2022, replacing the fully utilized 2021 program[105] Results of Operations, Including Business Segments This section analyzes Veritiv's consolidated financial performance, including net sales, expenses, and net income - Veritiv's consolidated operating results for Q1 2022 showed significant improvement, with net sales increasing by 19.2% to $1,858.1 million and net income surging by 268.5% to $78.5 million, primarily driven by higher market prices, increased sales volume, and improved pricing[113][114] Consolidated Results of Operations (in millions) | Metric | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Increase (Decrease) ($ in millions) | Increase (Decrease) (%) | | :---------------------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------- | :---------------------- | | Net sales | $1,858.1 | $1,559.3 | $298.8 | 19.2% | | Cost of products sold | $1,455.4 | $1,238.1 | $217.3 | 17.6% | | Distribution expenses | $112.2 | $101.5 | $10.7 | 10.5% | | Selling and administrative expenses | $187.9 | $166.4 | $21.5 | 12.9% | | Operating income (loss) | $87.2 | $34.5 | $52.7 | 152.8% | | Net income (loss) | $78.5 | $21.3 | $57.2 | 268.5% | - Distribution expenses rose by $10.7 million (10.5%), mainly from an $8.4 million increase in freight and logistics due to higher sales volume and increased fuel/carrier prices[116] Segment Results This section provides a detailed breakdown of net sales and Adjusted EBITDA performance across Veritiv's operating segments - All segments reported increased net sales and Adjusted EBITDA in Q1 2022. Packaging saw a 17.4% net sales increase and 24.9% Adjusted EBITDA growth, driven by higher prices and volume. Facility Solutions grew net sales by 11.3% and Adjusted EBITDA by 16.5% due to demand improvements. Print Solutions experienced the largest growth, with net sales up 26.6% and Adjusted EBITDA up 213.8%, benefiting from strong market demand and pricing[133][134][138][141] Net Sales by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Change ($ in millions) | Change (%) | | :---------------- | :------------------------------------------ | :------------------------------------------ | :--------------------- | :--------- | | Packaging | $1,003.1 | $854.6 | $148.5 | 17.4% | | Facility Solutions | $229.4 | $206.1 | $23.3 | 11.3% | | Print Solutions | $596.6 | $471.3 | $125.3 | 26.6% | | Corporate & Other | $29.0 | $27.3 | $1.7 | 6.2% | | Total | $1,858.1 | $1,559.3 | $298.8 | 19.2% | Adjusted EBITDA by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | Change ($ in millions) | Change (%) | | :---------------- | :------------------------------------------ | :------------------------------------------ | :--------------------- | :--------- | | Packaging | $97.4 | $78.0 | $19.4 | 24.9% | | Facility Solutions | $13.4 | $11.5 | $1.9 | 16.5% | | Print Solutions | $54.6 | $17.4 | $37.2 | 213.8% | | Corporate & Other | $(45.9) | $(47.4) | $1.5 | 3.2% | Liquidity and Capital Resources This section discusses Veritiv's cash flow activities, debt, and available borrowing capacity - Veritiv's cash flows from operating activities shifted to a net use of $5.9 million in Q1 2022, primarily due to deferred payroll tax payments. Investing activities used $7.1 million, while financing activities provided $7.4 million[148][149][150][151] Cash Flow Summary (in millions) | Metric | 3 Months Ended March 31, 2022 (in millions) | 3 Months Ended March 31, 2021 (in millions) | | :-------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net cash provided by (used for) operating activities | $(5.9) | $13.2 | | Net cash provided by (used for) investing activities | $(7.1) | $1.7 | | Net cash provided by (used for) financing activities | $7.4 | $(26.1) | - As of March 31, 2022, Veritiv had approximately $576.6 million in available additional borrowing capacity under its ABL Facility[154] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK No material changes in market risk from the prior Annual Report on Form 10-K - No material changes in market risk from the prior Annual Report on Form 10-K[162] ITEM 4. CONTROLS AND PROCEDURES Management concluded Veritiv's disclosure controls were effective, with no material changes in internal control over financial reporting - Disclosure controls and procedures were effective as of March 31, 2022[163] - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2022[164] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales ITEM 1. LEGAL PROCEEDINGS This section refers to Note 11 for information on legal proceedings - Refer to Note 11 for information on legal proceedings[166] ITEM 1A. RISK FACTORS No material changes from the risk factors disclosed in the prior Annual Report on Form 10-K - No material changes from the risk factors disclosed in the prior Annual Report on Form 10-K[167] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Veritiv authorized a new $200 million share repurchase program and repurchased shares in March 2022 - A new $200 million share repurchase program was authorized on March 1, 2022[168] Share Repurchase Program Activity | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of the Publicly Announced Program | Approximate Dollar Value of Shares that May Yet be Purchased Under the Publicly Announced Program | | :------------- | :----------------------------- | :--------------------------- | :----------------------------------------------------------------------- | :------------------------------------------------------------------------------------------------ | | January 1-31 | 31,323 | $122.57 | — | $— | | February 1-28 | 18,677 | $94.30 | — | $— | | March 1-31 | 270,743 | $126.73 | 78,025 | $189,570,387 | ITEM 6. EXHIBITS This section lists the exhibits filed with the 10-Q report, including key agreements and certifications - Key exhibits include the Stock Purchase Agreement for Veritiv Canada, Inc. (Exhibit 2.1), the amended Executive Severance Plan (Exhibit 10.1), and certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2)[172] SIGNATURES This section contains the official signatures certifying the accuracy of the report - The report was signed by Stephen J. Smith (SVP and CFO) and Lance D. Gebert (Corporate Controller) on May 9, 2022[176]