Cencora(COR) - 2022 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents unaudited consolidated financial statements and management's discussion for Q1 FY2022 Item 1. Financial Statements (Unaudited) Presents unaudited consolidated financial statements, including balance sheets, income, equity, cash flows, and detailed notes on accounting policies, acquisitions, debt, and legal matters Consolidated Balance Sheets Presents the company's financial position at period-end, detailing assets, liabilities, and stockholders' equity Consolidated Balance Sheet Highlights (in thousands) | Item | December 31, 2021 | September 30, 2021 | | :----------------------------------- | :------------------ | :------------------- | | Total Assets | $57,577,564 | $57,337,805 | | Total Current Assets | $39,378,885 | $38,802,609 | | Total Current Liabilities | $41,613,605 | $41,358,641 | | Total Liabilities and Stockholders' Equity | $57,577,564 | $57,337,805 | Consolidated Statements of Operations Outlines the company's financial performance over a period, presenting revenues, expenses, and net income Consolidated Statements of Operations Highlights (in thousands, except per share data) | Item | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Revenue | $59,628,810 | $52,516,556 | | Gross Profit | $2,060,359 | $1,452,230 | | Operating Income | $644,405 | $547,228 | | Net Income | $449,416 | $378,707 | | Net Income Attributable to AmerisourceBergen Corporation | $449,105 | $374,845 | | Basic EPS | $2.15 | $1.83 | | Diluted EPS | $2.13 | $1.81 | | Cash dividends declared per share | $0.46 | $0.44 | Consolidated Statements of Comprehensive Income Details total change in equity from non-owner sources, including net income and other comprehensive income or loss Consolidated Statements of Comprehensive Income Highlights (in thousands) | Item | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Net Income | $449,416 | $378,707 | | Total Other Comprehensive (Loss) Income | $(379,134) | $44,158 | | Total Comprehensive Income | $70,282 | $422,865 | | Comprehensive Income Attributable to AmerisourceBergen Corporation | $71,764 | $413,208 | Consolidated Statements of Changes in Stockholders' Equity Tracks movements in equity accounts, reflecting contributions, distributions, and earnings over the period Changes in Stockholders' Equity (in thousands) | Item | December 31, 2021 | September 30, 2021 | | :----------------------------------- | :------------------ | :------------------- | | Common Stock | $2,920 | $2,907 | | Additional Paid-in Capital | $5,546,614 | $5,465,104 | | Retained Earnings | $2,019,077 | $1,670,513 | | Accumulated Other Comprehensive Loss | $(822,783) | $(445,442) | | Treasury Stock, at cost | $(6,504,282) | $(6,469,728) | | Total AmerisourceBergen Corporation Stockholders' Equity | $241,546 | $223,354 | | Noncontrolling Interests | $359,575 | $361,057 | | Total Equity | $601,121 | $584,411 | - Net income for the three months ended December 31, 2021, was $449.1 million, contributing to retained earnings[22] - Cash dividends of $0.46 per share resulted in a $100.5 million reduction in retained earnings[22] Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities over the period Consolidated Statements of Cash Flows Highlights (in thousands) | Item | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Net Cash Provided by Operating Activities | $863,411 | $903,053 | | Net Cash Used in Investing Activities | $(143,120) | $(65,410) | | Net Cash Used in Financing Activities | $(106,423) | $(544,471) | | Increase in Cash, Cash Equivalents, and Restricted Cash | $612,252 | $293,172 | | Cash, Cash Equivalents, and Restricted Cash at End of Period | $3,682,380 | $4,890,918 | Notes to Consolidated Financial Statements Provides detailed explanations and additional information supporting the primary financial statements Note 1. Summary of Significant Accounting Policies Outlines key accounting principles and methods used in preparing the financial statements - The company adopted ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," effective October 1, 2021, with no material impact on financial statements[37] - AmerisourceBergen re-aligned its reporting structure into two segments: U.S. Healthcare Solutions and International Healthcare Solutions, following the June 2021 acquisition of Alliance Healthcare[39] Reconciliation of Cash and Cash Equivalents to Cash, Cash Equivalents, and Restricted Cash (in thousands) | Item | December 31, 2021 | September 30, 2021 | | :----------------------------------- | :------------------ | :------------------- | | Cash and cash equivalents | $3,168,881 | $2,547,142 | | Restricted cash (included in Prepaid Expenses and Other) | $453,485 | $462,986 | | Restricted cash (included in Other Assets) | $60,014 | $60,000 | | Cash, cash equivalents, and restricted cash | $3,682,380 | $3,070,128 | Note 2. Acquisition and Assets and Liabilities Held for Sale Details acquisition activities and classification of assets and liabilities designated for sale - On June 1, 2021, the Company acquired a majority of Walgreens Boots Alliance, Inc.'s Alliance Healthcare businesses for $6,602.0 million in cash and $229.1 million in common stock, expanding its global pharmaceutical distribution and manufacturer services[40] Alliance Healthcare Acquisition Consideration (in thousands) | Item | Amount | | :----------------------------------- | :------------- | | Cash | $6,602,020 | | Equity (2 million shares) | $229,080 | | Estimated accrued consideration | $96,851 | | Other equity consideration | $6,061 | | Fair value of total consideration | $6,934,012 | | Net cash paid | $5,536,717 | - The Company classified two non-core subsidiaries as held for sale as of December 31, 2021, expecting to complete sales within twelve months[47] - A $4.9 million impairment loss was recorded for one disposal group[48] Note 3. Variable Interest Entity Discusses the company's involvement with and consolidation of a variable interest entity - The Company consolidates Profarma Distribuidora de Produtos Farmacêuticos S.A. due to substantial governance rights, but is not obligated to provide future financial support[50] Profarma Assets and Liabilities (in thousands) | Item | December 31, 2021 | September 30, 2021 | | :----------------------------------- | :------------------ | :------------------- | | Total Assets | $676,433 | $665,831 | | Total Liabilities | $411,875 | $413,059 | Note 4. Income Taxes Provides information on income tax expense, effective tax rates, and unrecognized tax benefits Effective Tax Rates | Period | Effective Tax Rate | | :----------------------------------- | :----------------- | | Three months ended Dec 31, 2021 | 24.6% | | Three months ended Dec 31, 2020 | 28.3% | - The effective tax rate for Q1 FY2022 (24.6%) was higher than the U.S. statutory rate due to U.S. state income taxes and foreign valuation allowance adjustments[54] - Unrecognized tax benefits totaled $530.6 million as of December 31, 2021, with a potential reduction of $12.3 million over the next 12 months due to audit resolutions and statute expirations[53] Note 5. Goodwill and Other Intangible Assets Details goodwill and other intangible assets, including changes and amortization expense Goodwill by Reportable Segment (in thousands) | Segment | December 31, 2021 | September 30, 2021 (as revised) | | :----------------------------------- | :------------------ | :------------------------------ | | U.S. Healthcare Solutions | $6,278,773 | $6,260,374 | | International Healthcare Solutions | $2,643,017 | $2,770,157 | | Total Goodwill | $8,921,790 | $9,030,531 | - Goodwill decreased by $108.7 million from September 30, 2021, primarily due to foreign currency translation adjustments in International Healthcare Solutions[56] Amortization Expense for Finite-Lived Intangible Assets (in thousands) | Period | Amortization Expense | | :----------------------------------- | :------------------- | | Three months ended Dec 31, 2021 | $80,344 | | Three months ended Dec 31, 2020 | $25,608 | | Estimated Fiscal 2022 | $312,600 | | Estimated Fiscal 2023 | $308,300 | | Estimated Fiscal 2024 | $307,100 | | Estimated Fiscal 2025 | $306,100 | | Estimated Fiscal 2026 | $302,200 | | Thereafter | $2,956,500 | Note 6. Debt Outlines the company's debt structure, credit facilities, and related financial covenants Debt Structure (in thousands) | Item | December 31, 2021 | September 30, 2021 | | :----------------------------------- | :------------------ | :------------------- | | Total Debt | $6,681,100 | $6,683,924 | | Less Current Portion | $(268,563) | $(300,213) | | Total, net of current portion | $6,412,537 | $6,383,711 | - The Company has a $2.4 billion multi-currency revolving credit facility expiring in November 2026 and a $1,450 million receivables securitization facility expiring in November 2024, both with compliance to financial covenants[59][62] - No borrowings were outstanding under the $2.4 billion commercial paper program as of December 31, 2021[60] Note 7. Stockholders' Equity and Earnings per Share Provides details on equity accounts, share repurchase programs, and earnings per share calculations - The Company had $473.4 million remaining under its $500 million share repurchase program as of December 31, 2021, with no shares purchased during the quarter[66] Weighted Average Common Shares Outstanding (in thousands) | Item | 2021 | 2020 | | :----------------------------------- | :----- | :----- | | Basic | 208,555 | 204,683 | | Diluted | 211,168 | 206,801 | Note 8. Related Party Transactions Describes transactions and agreements with related parties, including significant revenue and receivables - Walgreens Boots Alliance (WBA) is a related party, owning over 10% of the Company's common stock, with ongoing pharmaceutical distribution and generic purchasing agreements[69] Revenue and Receivables from WBA (in billions) | Item | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Revenue from WBA | $16.2 | $16.2 | | Receivable from WBA (as of Dec 31, 2021) | $6.7 | $7.0 (as of Sep 30, 2021) | Note 9. Employee Severance, Litigation, and Other Details charges related to employee severance, litigation, acquisition integration, and business transformation Employee Severance, Litigation, and Other Charges (in thousands) | Item | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Employee severance | $343 | $0 | | Litigation and opioid-related costs | $32,635 | $32,062 | | Acquisition-related deal and integration costs | $21,350 | $18,924 | | Business transformation efforts | $4,342 | $12,442 | | Other restructuring initiatives | $6,299 | $6,953 | | Total | $64,969 | $70,381 | - Acquisition-related costs in Q1 FY2022 primarily stemmed from Alliance Healthcare integration, while Q1 FY2021 costs were related to its acquisition[74] Note 10. Legal Matters and Contingencies Provides information on ongoing legal proceedings, including opioid litigation and related settlement liabilities - The Company has accrued a $6.7 billion liability as of December 31, 2021, for a proposed global opioid settlement, with $796.9 million expected to be paid by December 31, 2022[85] - The proposed settlement, if conditions are met, would resolve a substantial majority of opioid lawsuits from state and local governmental entities, with the Company's portion being 31.0% of up to $21 billion[84] - Recent settlements include $75 million with the Cherokee Nation, up to $1.179 billion with New York, up to $808 million with Ohio, up to $127 million with Rhode Island, up to $440 million with Native American tribes, and up to $1.386 billion with Florida[83][88][89][90][91][92] Note 11. Fair Value of Financial Instruments Discusses fair value measurements of the company's financial assets and liabilities - The fair value of cash and cash equivalents, accounts receivable, and accounts payable approximate their recorded amounts due to their short-term nature[105] Long-Term Debt Fair Value (in thousands) | Item | December 31, 2021 | September 30, 2021 | | :----------------------------------- | :------------------ | :------------------- | | Recorded Amount | $6,412,537 | $6,383,800 | | Corresponding Fair Value | $6,691,600 | $6,761,600 | Note 12. Business Segment Information Presents disaggregated financial data for U.S. and International Healthcare Solutions operating segments - The Company re-aligned its reporting structure into two segments: U.S. Healthcare Solutions and International Healthcare Solutions, with previously reported results revised to conform[108] Reportable Segment Disaggregated Revenue (in thousands) | Segment | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | U.S. Healthcare Solutions | $52,979,647 | $51,572,581 | | International Healthcare Solutions | $6,649,782 | $944,311 | | Total Revenue | $59,628,810 | $52,516,556 | Reportable Segment Operating Income (in thousands) | Segment | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | U.S. Healthcare Solutions | $569,087 | $565,927 | | International Healthcare Solutions | $180,060 | $50,989 | | Total Segment Operating Income | $749,147 | $616,916 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on financial performance, condition, revenue growth, gross profit, operating expenses, liquidity, capital resources, and market risks for the quarter Overview Introduces AmerisourceBergen as a global pharmaceutical sourcing and distribution services company - AmerisourceBergen is a leading global pharmaceutical sourcing and distribution services company, enhancing patient access and care for healthcare providers and manufacturers[114] - The Company re-aligned its reporting structure into two segments: U.S. Healthcare Solutions (including pharmaceutical distribution, animal health, and manufacturer services) and International Healthcare Solutions (including Alliance Healthcare, World Courier, and Innomar)[115][116][117] Executive Summary Provides a high-level summary of financial performance, including key revenue, profit, and tax rate changes - Revenue increased by $7.1 billion (13.5%) year-over-year, primarily due to the Alliance Healthcare acquisition and growth across businesses[119] - Gross profit increased by $608.1 million (41.9%), driven by International Healthcare Solutions and a higher LIFO credit[119] - Operating income rose by $97.2 million (17.8%), mainly attributable to the Alliance Healthcare acquisition[119] - The effective tax rate for the three months ended December 31, 2021, was 24.6%, compared to 28.3% in the prior year[119] Results of Operations Analyzes financial results, detailing revenue, gross profit, operating expenses, and income components Revenue Analyzes revenue performance, disaggregated by U.S. and International Healthcare Solutions segments Revenue by Segment (in thousands) | Segment | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | Change (%) | | :----------------------------------- | :------------------------------ | :------------------------------ | :--------- | | U.S. Healthcare Solutions | $52,979,647 | $51,572,581 | 2.7% | | International Healthcare Solutions | $6,649,782 | $944,311 | 604.2% | | Total Revenue | $59,628,810 | $52,516,556 | 13.5% | - U.S. Healthcare Solutions revenue grew by $1.4 billion (2.7%) due to market growth, increased sales to specialty physician practices ($0.6 billion), and Animal Health products ($0.1 billion), partially offset by a $1.0 billion decline in COVID-19 treatment sales[122][123] - International Healthcare Solutions revenue surged by $5.7 billion (604.2%) primarily due to the June 2021 acquisition of Alliance Healthcare[123] Gross Profit Examines gross profit, including segment contributions and the impact of LIFO credit Gross Profit by Segment (in thousands) | Segment | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | Change (%) | | :----------------------------------- | :------------------------------ | :------------------------------ | :--------- | | U.S. Healthcare Solutions | $1,278,553 | $1,240,349 | 3.1% | | International Healthcare Solutions | $737,127 | $186,154 | 296.0% | | LIFO credit | $44,679 | $25,727 | | | Total Gross Profit | $2,060,359 | $1,452,230 | 41.9% | - U.S. Healthcare Solutions gross profit increased by $38.2 million (3.1%) due to revenue growth, maintaining a flat gross profit margin of 2.41%[127] - International Healthcare Solutions gross profit increased by $551.0 million (296.0%) primarily due to the Alliance Healthcare acquisition[127] - The LIFO credit increased by $19.0 million, mainly due to higher generic pharmaceutical deflation, partially offset by inventory product mix[128] Operating Expenses Details operating expenses, including distribution, selling, administrative, depreciation, and amortization costs Operating Expenses (in thousands) | Item | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Distribution, selling, and administrative | $1,170,110 | $735,068 | | Depreciation and amortization | $175,929 | $99,553 | | Employee severance, litigation, and other | $64,969 | $70,381 | | Impairment of assets | $4,946 | $0 | | Total Operating Expenses | $1,415,954 | $905,002 | - Distribution, selling, and administrative expenses increased by $435.0 million (59.2%) due to the Alliance Healthcare acquisition, resulting in a 56-basis point increase in margin[129] - Depreciation and amortization expenses significantly increased (29.3% and 213.7% respectively) due to assets acquired from Alliance Healthcare[130] Operating Income Analyzes operating income, broken down by U.S. and International Healthcare Solutions segments Operating Income (in thousands) | Item | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | Change (%) | | :----------------------------------- | :------------------------------ | :------------------------------ | :--------- | | U.S. Healthcare Solutions | $569,087 | $565,927 | 0.6% | | International Healthcare Solutions | $180,060 | $50,989 | 253.1% | | Total Segment Operating Income | $749,147 | $616,916 | 21.4% | | Operating Income | $644,405 | $547,228 | 17.8% | - U.S. Healthcare Solutions' operating income increased by $3.2 million (0.6%) due to gross profit growth, offset by higher operating expenses[135] - International Healthcare Solutions' operating income significantly increased by $129.1 million (253.1%) due to the Alliance Healthcare acquisition[136] Other Income, Net Discusses other non-operating income, primarily focusing on foreign currency related gains or losses Foreign Currency Income (in thousands) | Period | Amount | | :----------------------------------- | :------- | | Three months ended Dec 31, 2021 | $5,300 | | Three months ended Dec 31, 2020 | $14,000 | - Foreign currency income decreased from $14.0 million in 2020 to $5.3 million in 2021, related to Swiss tax reform deferred tax asset remeasurement[137] Interest Expense, Net Details net interest expense, including the impact of new debt issuances Interest Expense, Net (in thousands) | Item | 2021 Amount | 2021 Weighted Average Interest Rate | 2020 Amount | 2020 Weighted Average Interest Rate | | :----------------------------------- | :---------- | :---------------------------------- | :---------- | :---------------------------------- | | Interest expense | $56,632 | 2.58% | $34,578 | 3.32% | | Interest income | $(3,260) | 0.88% | $(964) | 0.10% | | Interest expense, net | $53,372 | | $33,614 | | - Net interest expense increased by $19.8 million (58.8%) due to new senior notes and a term loan issued to finance the Alliance Healthcare acquisition, and incremental interest from Alliance Healthcare's debt[138] Income Tax Expense Provides an analysis of income tax expense and effective tax rates Effective Tax Rates | Period | Effective Tax Rate | | :----------------------------------- | :----------------- | | Three months ended Dec 31, 2021 | 24.6% | | Three months ended Dec 31, 2020 | 28.3% | - The effective tax rate for Q1 FY2022 was higher than the U.S. statutory rate due to U.S. state income taxes and foreign valuation allowance adjustments[139] Liquidity and Capital Resources Assesses ability to generate and manage cash, including cash flows, debt, and capital allocation strategies Cash Flows Analyzes cash generation from operating, investing, and financing activities, and working capital metrics - Operating activities provided $863.4 million in cash for the three months ended December 31, 2021, a decrease from $903.1 million in the prior year[145] - Key drivers for Q1 FY2022 operating cash flow included an $824.1 million increase in accounts payable and a $716.4 million decrease in accounts receivable, offset by a $990.0 million increase in inventories[145] Working Capital Performance Metrics | Metric | Three months ended Dec 31, 2021 | Three months ended Dec 31, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Days sales outstanding | 28.1 | 25.3 | | Days inventory on hand | 28.2 | 27.6 | | Days payable outstanding | 59.2 | 56.8 | - Capital expenditures increased to $79.7 million in Q1 FY2022 from $65.4 million in Q1 FY2021, with an expected $500 million for fiscal 2022, focusing on technology investments including Alliance Healthcare[150][151] Debt and Credit Facility Availability Details debt structure, revolving credit facilities, and available borrowing capacity Debt Structure and Availability (in thousands, as of Dec 31, 2021) | Item | Outstanding Balance | Additional Availability | | :----------------------------------- | :------------------ | :---------------------- | | Total Fixed-Rate Debt | $5,768,328 | $0 | | Total Variable-Rate Debt | $912,772 | $3,850,940 | | Total Debt | $6,681,100 | $3,850,940 | - The Company has a $2.4 billion multi-currency revolving credit facility (expiring Nov 2026) and a $1,450 million receivables securitization facility (expiring Nov 2024), both with available capacity[154][156] - No borrowings were outstanding under the $2.4 billion commercial paper program as of December 31, 2021[155] Share Purchase Programs and Dividends Outlines share repurchase activities and dividend declarations - The Company had $473.4 million remaining under its $500 million share repurchase program as of December 31, 2021, with no shares purchased during the quarter[161] - The quarterly dividend was increased by 5% to $0.46 per share in November 2021[162] Commitments and Obligations Details contractual obligations, including debt, leases, and opioid settlement liabilities - A $6.7 billion liability for opioid litigation settlement is on the balance sheet, with $274.0 million held in escrow as of December 31, 2021[163] Contractual Obligations (in thousands, as of Dec 31, 2021) | Period | Debt, Including Interest Payments | Operating Leases | Other Commitments | Total | | :----------------------------------- | :------------------------------ | :--------------- | :---------------- | :---------- | | Within 1 year | $439,923 | $206,936 | $126,117 | $772,976 | | 1-3 years | $2,973,624 | $344,729 | $163,792 | $3,482,145 | | 4-5 years | $757,991 | $267,909 | $106,914 | $1,132,814 | | After 5 years | $4,297,061 | $488,215 | $0 | $4,785,276 | | Total | $8,468,599 | $1,307,789 | $396,823 | $10,173,211 | - The Company expects to pay $175.6 million (net) for the 2017 Tax Act's transition tax over a six-year period, starting January 2021[164] Market Risk Discusses exposure to market risks, including interest rate, foreign currency, and economic condition fluctuations - The Company is exposed to interest rate fluctuations on its debt and cash equivalents, managing risk through a mix of fixed-rate and variable-rate debt[167][168] - Foreign currency and exchange rate risk increased due to the Alliance Healthcare acquisition, with primary exposure to U.K. Pound Sterling, Euro, Turkish Lira, Egyptian Pound, Brazilian Real, and Canadian Dollar[169] - Forward contracts are now used to hedge certain intercompany balances[169] - Deterioration of economic conditions could adversely affect prescription volumes, pharmaceutical purchases, and customer credit, impacting revenue, profitability, and cash flow[170] Cautionary Note Regarding Forward-Looking Statements Advises that the report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ - This section highlights that the report contains forward-looking statements subject to uncertainties and changes in circumstances, and actual results may differ materially from projections[172][177] - Key risks include the impact of the COVID-19 pandemic, pharmaceutical pricing trends, regulatory environment changes, ongoing opioid litigation, integration of Alliance Healthcare, and foreign expansion challenges[173][175] Item 3. Quantitative and Qualitative Disclosures About Market Risk Refers to detailed discussion on market risks, including interest rate, foreign currency, and common stock price volatility - The Company's primary market risks are interest rate fluctuations, foreign currency risk, and changes in the price and volatility of its common stock[179] Item 4. Controls and Procedures Confirms effectiveness of disclosure controls and procedures, reporting no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures Confirms the effectiveness of disclosure controls and procedures as assessed by management - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of December 31, 2021[181] Changes in Internal Control over Financial Reporting Reports on any material changes in internal control over financial reporting during the period - No material changes in internal control over financial reporting were identified during the first quarter of fiscal 2022[182] PART II. OTHER INFORMATION Provides additional information not covered in financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings Refers to Note 10 for a comprehensive description of legal proceedings and contingencies - For details on legal proceedings, refer to Note 10 (Legal Matters and Contingencies) in Part I, Item 1 of this report[185] Item 1A. Risk Factors Directs readers to the Annual Report on Form 10-K for a description of significant business risks - Significant business risks are described in Item 1A of the Annual Report on Form 10-K for the fiscal year ended September 30, 2021[186] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Provides a table detailing issuer purchases of equity securities during Q1 FY2022, with no shares purchased under announced programs Issuer Purchases of Equity Securities (Q1 FY2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | | :----------------------------------- | :----------------------------- | :--------------------------- | :---------------------------------------------------------------------- | :------------------------------------------------------------------------------ | | October 1 to October 31 | — | — | — | $473,380,878 | | November 1 to November 30 | 280,470 | $123.12 | — | $473,380,878 | | December 1 to December 31 | 202 | $116.76 | — | $473,380,878 | | Total | 280,672 | | — | | Item 3. Defaults Upon Senior Securities States there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[188] Item 4. Mine Safety Disclosures Indicates mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[189] Item 5. Other Information States no other information is reported - No other information is reported[189] Item 6. Exhibits Lists exhibits filed with Form 10-Q, including agreements, certifications, and financial statements in iXBRL format - Exhibits include the 2021 Performance Share Award Agreement, Amended and Restated Credit Agreement, Second Amendment to Term Credit Agreement, Seventeenth Amendment to Receivables Purchase Agreement, CEO/CFO Certifications, and financial statements in iXBRL format[191] SIGNATURES Contains signatures of the Chairman, President & CEO, and Executive Vice President & CFO, certifying the report's submission - The report was signed by Steven H. Collis (Chairman, President & CEO) and James F. Cleary (Executive Vice President & CFO) on February 2, 2022[197][198]