Performance Food pany(PFGC) - 2020 Q2 - Quarterly Report

Special Note Regarding Forward-Looking Statements Forward-Looking Statements Disclaimer This section provides a standard disclaimer for forward-looking statements, detailing inherent uncertainties and risks that may cause actual results to differ - The report contains forward-looking statements identified by words such as 'estimates,' 'expects,' 'will,' 'anticipates,' 'projects,' 'plans,' 'intends,' 'believes,' and 'forecasts'[9] - Key risks and uncertainties include intense industry competition, low operating margins, cost inflation/deflation, reliance on third-party suppliers, labor relations and costs, fuel price volatility, and risks related to acquisitions and technology disruptions[10][11][14] PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited consolidated financial statements for Performance Food Group Company, including balance sheets, operations, comprehensive income, equity, cash flows, and detailed notes - The financial statements are unaudited, except for the consolidated balance sheet as of June 29, 2019, which was derived from audited statements[35] - Preparation of financial statements requires management to make significant estimates and assumptions in accordance with GAAP[36] Consolidated Balance Sheets Consolidated Balance Sheet Highlights (in millions) | Metric | Dec 28, 2019 | Jun 29, 2019 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :----- | :------- | | Total Assets | $6,111.1 | $4,653.5 | $1,457.6 | 31.3% | | Current Assets | $3,732.6 | $2,670.6 | $1,062.0 | 39.8% | | Restricted Cash (Current) | $1,078.2 | $- | $1,078.2 | NM | | Total Liabilities | $4,732.6 | $3,355.3 | $1,377.3 | 41.0% | | Long-term Debt | $2,188.4 | $1,202.9 | $985.5 | 81.9% | | Total Shareholders' Equity | $1,378.5 | $1,298.2 | $80.3 | 6.2% | - The significant increase in current restricted cash to $1,078.2 million as of December 28, 2019, from zero in June 2019, is primarily due to proceeds from senior notes held in escrow for the Reinhart acquisition[17][29] Consolidated Statements of Operations Consolidated Statements of Operations Highlights (in millions, except per share data) | Metric | 3 Months Ended Dec 28, 2019 | 3 Months Ended Dec 29, 2018 | Change (%) | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | Change (%) | | :------------------------------- | :-------------------------- | :-------------------------- | :--------- | :-------------------------- | :-------------------------- | :--------- | | Net Sales | $6,068.6 | $4,615.7 | 31.5% | $12,311.6 | $9,155.4 | 34.5% | | Gross Profit | $711.2 | $614.6 | 15.7% | $1,422.6 | $1,208.2 | 17.7% | | Operating Profit | $80.5 | $73.0 | 10.3% | $144.0 | $123.6 | 16.5% | | Interest Expense | $26.4 | $16.0 | 65.0% | $43.7 | $31.6 | 38.3% | | Net Income | $41.2 | $43.1 | (4.4%) | $77.3 | $71.3 | 8.4% | | Basic EPS | $0.39 | $0.41 | (4.9%) | $0.74 | $0.69 | 7.2% | | Diluted EPS | $0.39 | $0.41 | (4.9%) | $0.73 | $0.68 | 7.4% | - Net income for the three months ended December 28, 2019, decreased by 4.4% primarily due to a significant 65.0% increase in interest expense, partially offset by a 10.3% increase in operating profit[19][120] Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income Highlights (in millions) | Metric | 3 Months Ended Dec 28, 2019 | 3 Months Ended Dec 29, 2018 | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income | $41.2 | $43.1 | $77.3 | $71.3 | | Other Comprehensive Income (Loss) | $0.3 | $(3.8) | $(0.8) | $(3.5) | | Total Comprehensive Income | $41.5 | $39.3 | $76.5 | $67.8 | - Other comprehensive income (loss) for the three months ended December 28, 2019, was a gain of $0.3 million, a positive change from a loss of $3.8 million in the prior year, primarily due to changes in the fair value of interest rate swaps[22] Consolidated Statements of Shareholders' Equity Consolidated Statements of Shareholders' Equity Highlights (in millions) | Metric | Balance as of Jun 29, 2019 | Balance as of Dec 28, 2019 | | :------------------------- | :------------------------- | :------------------------- | | Common Stock | $1.0 | $1.0 | | Additional Paid-in Capital | $866.7 | $870.5 | | Accumulated Other Comprehensive Loss | $(0.2) | $(1.0) | | Retained Earnings | $430.7 | $508.0 | | Total Shareholders' Equity | $1,298.2 | $1,378.5 | - Total shareholders' equity increased by $80.3 million from June 29, 2019, to December 28, 2019, primarily driven by net income of $77.3 million for the six-month period[17][25] - Stock-based compensation expense for the six months ended December 28, 2019, was $8.8 million[25] Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows Highlights (in millions) | Metric | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $157.8 | $70.0 | | Net cash used in investing activities | $(48.5) | $(116.4) | | Net cash provided by financing activities | $967.2 | $46.7 | | Net increase in cash and restricted cash | $1,076.5 | $0.3 | | Cash and restricted cash, end of period | $1,101.9 | $18.1 | - Net cash provided by operating activities more than doubled to $157.8 million for the six months ended December 28, 2019, compared to $70.0 million in the prior year, driven by higher operating income and working capital improvements[29][146] - Financing activities provided $967.2 million in cash, primarily from the issuance of $1,060.0 million in Notes due 2027, significantly increasing the cash and restricted cash balance[29][149] Notes to Consolidated Financial Statements 1. Summary of Business Activities - The company markets and distributes national and company-branded food and food-related products to independent and multi-unit restaurants, schools, healthcare facilities, and other institutions[32] - It also specializes in distributing candy, snacks, beverages, cigarettes, and other tobacco products to vending distributors, big box retailers, theaters, convenience stores, and hospitality providers[32] - As of December 28, 2019, approximately $240.7 million remained available for additional share repurchases under the $250 million program authorized in November 2018, with no repurchases made in fiscal year 2020[33] - The company closed an equity offering on November 25, 2019, for 11,638,000 shares of common stock on a forward sale basis, generating $491.0 million in net proceeds used to finance the Reinhart acquisition[34] 2. Basis of Presentation - The consolidated financial statements are unaudited, except for the June 29, 2019 balance sheet, and are prepared in accordance with GAAP, requiring management estimates and assumptions[35][36] 3. Recently Issued Accounting Pronouncements - The company adopted ASU 2016-02, Leases (Topic 842), on June 30, 2019, recognizing $423.8 million in operating lease liabilities and $423.0 million in corresponding right-of-use assets[38][39] - New accounting pronouncements (ASU 2016-13, ASU 2018-15, ASU 2019-12) are being evaluated for adoption in fiscal 2021 or 2022, with no material impact expected on future consolidated financial statements[40][41][42] 4. Revenue Recognition - Revenue is disaggregated at the segment level (Foodservice and Vistar) to reflect how economic factors affect revenue and cash flows[44] - Customer incentive payments are capitalized and amortized to net sales over the contract or expected customer relationship life, with a contract asset of $12.3 million as of December 28, 2019[45] 5. Business Combinations - The company acquired Reinhart Foodservice, L.L.C. for $2.0 billion (approximately $1.7 billion net of tax benefit) subsequent to December 28, 2019, closing on December 30, 2019[48] - The Reinhart acquisition was financed by $466.5 million from the Amended Credit Agreement, $1,033.7 million from new senior unsecured Notes due 2027, and $491.0 million from a common stock offering[48] - Contingent consideration for the Eby-Brown acquisition totaled $88.9 million as of December 28, 2019[47] 6. Debt Debt Composition (in millions) | Debt Type | As of Dec 28, 2019 | As of Jun 29, 2019 | | :-------------------------- | :----------------- | :----------------- | | ABL Facility | $786.4 | $859.0 | | 5.500% Notes due 2024 | $350.0 | $350.0 | | 5.500% Notes due 2027 | $1,060.0 | $- | | Less: Discount & Deferred Costs | $(8.0) | $(6.1) | | Total Long-term Debt | $2,188.4 | $1,202.9 | - The ABL Facility had $786.4 million in aggregate borrowings and $1,295.2 million in excess availability as of December 28, 2019, with an average interest rate of 3.22%[54] - On December 30, 2019, the ABL Facility was amended and restated, increasing the aggregate principal amount to $3.0 billion and extending the maturity to December 30, 2024[54] - The $1,060.0 million 5.500% Senior Notes due 2027 were issued on September 27, 2019, with proceeds held in escrow until the Reinhart acquisition closed[55][56] 7. Leases Lease Assets and Liabilities (in millions) as of Dec 28, 2019 | Category | Asset Type | Amount | | :-------------------------- | :-------------------------- | :----- | | Assets | Operating lease right-of-use assets | $391.3 | | | Property, plant and equipment, net (Finance) | $179.3 | | | Total lease assets | $570.6 | | Liabilities | Operating lease obligations—current | $78.4 | | | Finance lease obligations—current | $24.6 | | | Operating lease obligations, excluding current | $314.6 | | | Finance lease obligations, excluding current | $164.5 | | | Total lease liabilities | $582.1 | - The weighted-average remaining lease term for operating leases is 7.6 years and for finance leases is 7.1 years, with corresponding weighted-average discount rates of 5.4% and 5.6%[66] - Total lease cost for the six months ended December 28, 2019, was $81.7 million, comprising $15.4 million for finance leases and $66.3 million for operating and short-term leases[66] 8. Fair Value of Financial Instruments - The fair value of long-term debt was $2,280.0 million as of December 28, 2019, compared to a carrying value of $2,188.4 million, and is considered a Level 2 measurement[68] 9. Income Taxes Effective Tax Rates | Period | Dec 28, 2019 | Dec 29, 2018 | | :-------------------------- | :----------- | :----------- | | Three Months Ended | 24.2% | 23.4% | | Six Months Ended | 23.1% | 22.1% | - The effective tax rate varied from the 21% statutory rate primarily due to state taxes, federal credits, and other permanent items[70] - The company had net deferred tax assets of $29.1 million and deferred tax liabilities of $131.1 million as of December 28, 2019[71] 10. Commitments and Contingencies - Outstanding purchase obligations for capital projects and services totaled $37.4 million as of December 28, 2019[73] - The company had $63.8 million in commitments related to the Reinhart acquisition, including fees for notes, credit agreements, stock offering, and advisory services, which were paid upon closing on December 30, 2019[75] - The company is engaged in various legal proceedings, including a U.S. Equal Employment Opportunity Commission (EEOC) lawsuit regarding alleged gender discrimination, which management believes will not have a material adverse effect on financial position or results of operations[76][77][79] 11. Related-Party Transactions - The company holds an equity method investment of $5.1 million in a purchasing alliance as of December 28, 2019[83] - Purchases through the purchasing alliance totaled $244.2 million for the three months and $498.4 million for the six months ended December 28, 2019[83] 12. Earnings Per Common Share Earnings Per Common Share | Metric | 3 Months Ended Dec 28, 2019 | 3 Months Ended Dec 29, 2018 | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic EPS | $0.39 | $0.41 | $0.74 | $0.69 | | Diluted EPS | $0.39 | $0.41 | $0.73 | $0.68 | | Weighted-average dilutive shares outstanding (millions) | 106.4 | 104.9 | 106.2 | 105.0 | - The dilutive effect of potential common shares for the six months ended December 28, 2019, was 2.0 million shares[85] 13. Segment Information - The company operates in two reportable segments: Foodservice (distributes food and related products to restaurants and institutions) and Vistar (distributes candy, snacks, beverages, and tobacco products to various channels)[86] Segment Financial Highlights (in millions) | Segment | Net External Sales (6M Dec 28, 2019) | EBITDA (6M Dec 28, 2019) | Total Assets (Dec 28, 2019) | | :-------------------- | :----------------------------------- | :----------------------- | :-------------------------- | | Foodservice | $7,770.9 | $217.6 | $3,299.1 | | Vistar | $4,529.1 | $108.1 | $1,502.0 | | Corporate & All Other | $11.6 | $(95.0) | $1,310.0 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and future outlook, including recent trends, key factors, and detailed segment-specific results - Following the Reinhart acquisition, the company markets and distributes over 200,000 food and related products from over 100 distribution facilities to more than 200,000 customer locations[94] - The company leverages cross-segment synergies in procurement, operational best practices, supply chain optimization, and shared corporate functions[95] Recent Trends and Initiatives - Case volume grew 6.7% in the second quarter of fiscal 2020 and 8.7% in the first six months of fiscal 2020 compared to prior year periods[97] Key Financial Performance Trends (YoY Change) | Metric | Q2 FY2020 Change | 6M FY2020 Change | | :-------------------- | :--------------- | :--------------- | | Net Income | (4.4%) | 8.4% | | Adjusted EBITDA | 22.2% | 27.4% | | Gross Profit Dollars | 15.7% | 17.7% | | Operating Expenses | 16.5% | 17.9% | - Gross profit dollar growth outpaced case growth, primarily due to shifting channel mix toward higher gross margin customers and increased sales of Performance Brands[97] Key Factors Affecting Our Business - Performance is affected by changing demographic and macroeconomic trends, including increased consumer spending on food-away-from-home, rising employment, and disposable income[99] - The company benefits from its scale in the food distribution market, allowing investment in Performance Brands, economies of scale in purchasing, and supply chain efficiencies[107] - Key strategies include focusing on independent sales and Performance Brands, pursuing new customers, geographic expansion, optimizing infrastructure, and making strategic acquisitions[107] How We Assess the Performance of Our Business - Management uses Net Sales, Gross Profit, EBITDA, and Adjusted EBITDA to assess business performance[101] - Adjusted EBITDA is defined as net income before interest, taxes, depreciation, and amortization, further adjusted to exclude certain non-cash, non-recurring, and other items, and is used for evaluating management performance and covenant compliance[106] - EBITDA and Adjusted EBITDA have limitations as analytical tools, as they exclude certain cash payments, capital expenditure requirements, working capital changes, and interest expense[108] Results of Operations, EBITDA, and Adjusted EBITDA Consolidated Results of Operations, EBITDA, and Adjusted EBITDA (in millions, except per share data) | Metric | 3 Months Ended Dec 28, 2019 | 3 Months Ended Dec 29, 2018 | Change (%) | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | Change (%) | | :------------------- | :-------------------------- | :-------------------------- | :--------- | :-------------------------- | :-------------------------- | :--------- | | Net Sales | $6,068.6 | $4,615.7 | 31.5% | $12,311.6 | $9,155.4 | 34.5% | | Gross Profit | $711.2 | $614.6 | 15.7% | $1,422.6 | $1,208.2 | 17.7% | | Operating Profit | $80.5 | $73.0 | 10.3% | $144.0 | $123.6 | 16.5% | | Net Income | $41.2 | $43.1 | (4.4%) | $77.3 | $71.3 | 8.4% | | EBITDA | $124.5 | $109.4 | 13.8% | $230.7 | $195.7 | 17.9% | | Adjusted EBITDA | $142.9 | $116.9 | 22.2% | $270.6 | $212.4 | 27.4% | - Adjusted EBITDA increased by 22.2% for the second quarter and 27.4% for the first six months of fiscal 2020, demonstrating strong operational performance[110][112] Consolidated Results of Operations - Net sales increased by 31.5% for the second quarter and 34.5% for the first six months of fiscal 2020, primarily driven by recent acquisitions (Eby-Brown contributed $1,260.8 million in Q2 and $2,634.8 million in 6M) and sales growth in the Vistar segment[114][116] - Gross profit as a percentage of net sales decreased from 13.3% to 11.7% in Q2 and from 13.2% to 11.6% in 6M, reflecting Eby-Brown's lower margins, particularly from tobacco sales[117] - Operating expenses rose 16.5% in Q2 and 17.9% in 6M, mainly due to recent acquisitions, increased case volume, and professional fees related to acquisitions ($6.5 million in Q2, $12.9 million in 6M)[118] - The effective tax rate increased to 24.2% for Q2 and 23.1% for 6M, primarily due to higher non-deductible expenses and state income taxes, partially offset by a decrease in excess tax benefits from stock-based compensation[122] Segment Results Segment Results—Foodservice Foodservice Segment Performance (in millions) | Metric | 3 Months Ended Dec 28, 2019 | 3 Months Ended Dec 29, 2018 | Change (%) | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | Change (%) | | :------------------- | :-------------------------- | :-------------------------- | :--------- | :-------------------------- | :-------------------------- | :--------- | | Net Sales | $3,847.4 | $3,671.9 | 4.8% | $7,778.3 | $7,317.9 | 6.3% | | EBITDA | $113.6 | $104.3 | 8.9% | $217.6 | $196.3 | 10.9% | - Foodservice net sales increased due to growth in cases sold and higher selling prices from inflation, with independent case growth of approximately 4.9% in Q2 and 5.2% in 6M[126] - EBITDA growth was driven by an increase in gross profit per case, resulting from a favorable shift in mix towards Performance Brands sold to independent customers and procurement gains[127] Segment Results—Vistar Vistar Segment Performance (in millions) | Metric | 3 Months Ended Dec 28, 2019 | 3 Months Ended Dec 29, 2018 | Change (%) | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | Change (%) | | :------------------- | :-------------------------- | :-------------------------- | :--------- | :-------------------------- | :-------------------------- | :--------- | | Net Sales | $2,219.2 | $941.9 | 135.6% | $4,530.3 | $1,834.5 | 147.0% |\ | EBITDA | $56.6 | $45.4 | 24.7% | $108.1 | $77.0 | 40.4% | - Vistar's net sales surged by 135.6% in Q2 and 147.0% in 6M, primarily due to recent acquisitions (Eby-Brown contributed $1,260.8 million in Q2 and $2,634.8 million in 6M) and strong sales growth in corrections, vending, and office coffee service channels[130] - EBITDA increased significantly, benefiting from gross profit dollar growth from acquisitions, $5.6 million from excise tax rate increases in 6M, procurement gains, and a favorable channel mix[131] - Gross profit as a percentage of net sales declined due to Eby-Brown's lower margins[131] Segment Results—Corporate & All Other Corporate & All Other Segment Performance (in millions) | Metric | 3 Months Ended Dec 28, 2019 | 3 Months Ended Dec 29, 2018 | Change (%) | 6 Months Ended Dec 28, 2019 | 6 Months Ended Dec 29, 2018 | Change (%) | | :------------------- | :-------------------------- | :-------------------------- | :--------- | :-------------------------- | :-------------------------- | :--------- | | Net Sales | $78.6 | $69.3 | 13.4% | $158.6 | $139.1 | 14.0% | | EBITDA | $(45.7) | $(40.3) | (13.4%) | $(95.0) | $(77.6) | (22.4%) | - The decline in EBITDA for Corporate & All Other was primarily driven by an increase in professional and legal fees ($5.8 million in Q2 and $12.1 million in 6M)[135] Liquidity and Capital Resources - Cash balance totaled $1,101.9 million at December 28, 2019, including $1,089.2 million in restricted cash, a significant increase from $25.4 million at June 29, 2019[141] - The increase in cash was attributable to $157.8 million from operating activities and $967.2 million from financing activities, partially offset by $48.5 million used in investing activities[141] - The company utilized $1,060.0 million from the Notes due 2027, $466.5 million from the Amended Credit Agreement, and $491.0 million from an equity offering to finance the Reinhart acquisition, with funds released from escrow on December 30, 2019[142][143][144][145] Operating Activities - Net cash provided by operating activities increased to $157.8 million for the first six months of fiscal 2020, up from $70.0 million in the prior year, driven by higher operating income and improvements in working capital[146] Investing Activities - Cash used in investing activities decreased to $48.5 million for the first six months of fiscal 2020, compared to $116.4 million in the prior year, primarily due to no major business acquisitions in the current period[147] - Capital purchases of property, plant, and equipment totaled $49.0 million, mainly for information technology, warehouse equipment, and transportation equipment[147] Financing Activities - Financing activities provided $967.2 million in cash for the first six months of fiscal 2020, primarily from the $1,060.0 million issuance of Notes due 2027, partially offset by $72.6 million in net payments under the ABL Facility[149] - As of December 28, 2019, the ABL Facility had $786.4 million in aggregate borrowings and $1,295.2 million in excess availability, with an average interest rate of 3.22%[152] - The company was in compliance with all covenants under the ABL Facility and the indentures governing the Notes due 2024 and Notes due 2027 as of December 28, 2019[167] Off-Balance Sheet Arrangements - The company does not have any material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition or results of operations[171] Total Assets by Segment Total Assets by Segment (in millions) | Segment | As of Dec 28, 2019 | As of Jun 29, 2019 | Change | | :-------------------- | :----------------- | :----------------- | :----- | | Foodservice | $3,299.1 | $3,152.3 | $146.8 | | Vistar | $1,502.0 | $1,271.0 | $231.0 | | Corporate & All Other | $1,310.0 | $230.2 | $1,079.8 | - Both Foodservice and Vistar segments saw asset increases partly due to the adoption of ASC 842, which led to the recognition of operating lease right-of-use assets ($153.4 million for Foodservice and $227.3 million for Vistar)[174][175] Critical Accounting Policies and Estimates - There have been no material changes to the critical accounting policies and estimates, including those for allowance for doubtful accounts, inventory valuation, insurance programs, income taxes, vendor rebates, goodwill, and other intangible assets, as compared to the Form 10-K[177] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section states that there have been no material changes to the company's market risks, which primarily include interest rate risk and fuel price risk, since the last annual report - The company's market risks consist of interest rate risk and fuel price risk, with no material changes since June 29, 2019[178] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter - The company's disclosure controls and procedures were evaluated and deemed effective as of December 28, 2019[179] - There were no material changes in internal control over financial reporting during the fiscal quarter ended December 28, 2019[180] PART II - OTHER INFORMATION Item 1. Legal Proceedings This section states that the company is involved in various legal proceedings but management believes the ultimate outcomes will not have a material adverse effect on its financial position, with no material changes from the Form 10-K - The company is subject to various legal proceedings arising in the ordinary course of business[183] - Management believes that the ultimate resolution of these proceedings will not have a material adverse effect on the company's financial position[184] - No material changes to legal proceedings have occurred from those discussed in the Form 10-K[184] Item 1A. Risk Factors This section confirms that there have been no material changes to the principal risk factors previously disclosed in the company's Form 10-K - There have been no material changes to the principal risk factors affecting the business, results of operations, and financial condition from those previously disclosed in the Form 10-K[185] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides details on common stock repurchases made through share withholding for tax obligations under incentive plans and updates on the remaining availability under the company's share repurchase program Common Stock Repurchases (Q2 FY2020) | Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | | :-------------------------------- | :----------------------------------- | :--------------------------- | | September 29, 2019—October 26, 2019 | 33,288 | $46.01 | | October 27, 2019—November 23, 2019 | 1,401 | $43.51 | | November 24, 2019—December 28, 2019 | 3,265 | $46.72 | | Total | 37,954 | $45.98 | - During the second quarter of fiscal 2020, the company repurchased 37,954 shares of common stock via share withholding to cover tax obligations related to employee incentive plans[187][188] - As of December 28, 2019, approximately $240.7 million remained available under the $250 million share repurchase program authorized in November 2018, with no shares repurchased under this program during the three months ended December 28, 2019[188] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[188] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[188] Item 5. Other Information This section states that there is no other information to report - No other information is reported[188] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including corporate governance documents, credit agreements, incentive plans, and certifications - Exhibits include the Amended and Restated Certificate of Incorporation, First Supplemental Indenture, Fourth Amended and Restated Credit Agreement, and CEO/CFO Certifications[189] SIGNATURE Report Signature This section contains the official signature block, confirming the due authorization and filing of the report - The report was signed on February 5, 2020, by James D. Hope, Executive Vice President and Chief Financial Officer[194]