C. H. Robinson Worldwide 10-Q 2022-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number: 000-23189

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

14701 Charlson Road

Eden Prairie, MN 55347

(Address of principal executive officers, including zip code)

952-937-8500

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 27, 2022, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 127,266,157.

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C.H. ROBINSON WORLDWIDE, INC.

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PART I - FINANCIAL INFORMATION

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except per share data)

See accompanying notes to the condensed consolidated financial statements.

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C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(unaudited, in thousands except per share data)

See accompanying notes to the condensed consolidated financial statements.

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C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Stockholders’ Investment

(unaudited, in thousands, except per share data)

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The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes.

FORWARD-LOOKING INFORMATION

Our quarterly report on Form 10-Q, including this discussion and analysis of our financial condition and results of operations and our disclosures about market risk, contains certain “forward-looking statements.” These statements represent our expectations, beliefs, intentions, or strategies concerning future events that, by their nature, involve risks and uncertainties. Forward-looking statements include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions or dispositions, the expected impact of recently issued accounting pronouncements, and the outcome or effects of litigation. Risks that could cause actual results to differ materially from our current expectations include, but are not limited to, changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to identify or complete suitable acquisitions; our ability to successfully integrate the operations of acquired companies with our historic operations; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations; our ability to hire and retain a sufficient number of qualified personnel; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of war on the economy; changes to our capital structure; changes due to catastrophic events including pandemics such as COVID-19, and other risks and uncertainties, detailed in our Annual and Quarterly Reports. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 23, 2022 as well as the updates to these risk factors included in Part II—“Item 1A, Risk Factors,” herein.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date.

OVERVIEW

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the world's largest logistics platforms. Our mission is to improve the world's supply chains through our people, processes, and technology by delivering exceptional value to our customers and suppliers. We provide freight transportation services and logistics solutions to companies of all sizes in a wide variety of industries. We operate through a network of offices in North America, Europe, Asia, Oceania, and South America. We offer a global suite of services using tailored, market-leading solutions built by and for supply chain experts. Our global network of supply chain experts work with our customers to drive better supply chain outcomes by leveraging our experience, data, digital solutions, and scale.

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Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit and adjusted gross profit margin. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):

Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands):

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MARKET TRENDS

The North American surface transportation market continues to be impacted by tight carrier capacity although the market did start to soften within the first quarter of 2022. While driver availability challenges and supply chain disruptions caused by port congestion have continued, the market has started to show signs of improvement. Moderating demand combined with capacity entering the market has resulted in purchased transportation costs declining near the end of the first quarter of 2022. Despite these declines, purchased transportation costs continue to be well above historic levels and above those in the first quarter of 2021. Industry freight volumes, as measured by the Cass Freight Index, were flat during the first quarter of 2022 compared to the first quarter of 2021. This compares to a 7.5 percent increase for the same index during the first quarter of 2021. One of the metrics we use to measure market conditions is the truckload routing guide depth from our Managed Services business. Routing guide depth represents the number of carriers contacted prior to acceptance when procuring a transportation provider. The average routing guide depth of tender in the first quarter of 2022 was 1.7, representing that on average, the first or second carrier in a shipper's routing guide was executing the shipment in most cases. This average routing guide penetration was consistent with all of 2021. Within the first quarter of 2022, this metric declined and reached 1.5 by the end of the quarter as more capacity entered the market and demand began to soften resulting in first tender rates climbing across the industry.

The global forwarding market continues to be significantly impacted by supply chain disruptions caused by ongoing port congestion along with transportation equipment shortages. While port congestion remains challenging in the western United States, conditions showed signs of improvement in the first quarter of 2022, as more freight continues to be diverted to the southern and eastern United States. In addition, continued pandemic related shutdowns and the regional relocation of manufacturing in Asia have also resulted in shifts in the global supply chain and an easing of demand for ocean freight out of China. Demand in the air freight market showed signs of slowing in the first quarter of 2022 but remain above historic levels. Air freight conversions back to ocean freight have increased with more shippers seeking lower supply chain costs by tolerating the longer duration of ocean freight transit. Air freight capacity remains strained by a reduction of commercial flights since the beginning of the COVID-19 pandemic, although the softening of demand has resulted in a decreased frequency of charter flights.

BUSINESS TRENDS

Our first quarter of 2022 surface transportation results benefited from the softening market conditions, as periods where the cost of purchased transportation begins to decline often result in improved adjusted gross profits per transaction in our portfolio. Industry freight volumes as measured by the Cass Freight Index were flat in the first quarter of 2022 compared to the first quarter of 2021. Industry freight volumes increased approximately 7.5 percent during the first quarter of 2021. Our combined NAST truckload and less than truckload ("LTL") volume increased 1.0 percent during the first quarter of 2022 compared to a 5.5 percent increase during the first quarter of 2021. We have continued to reprice our contractual truckload business to reflect the elevated cost environment and participate to a greater extent in the spot market. As a result of our repricing efforts and the impact of the softening market conditions, our adjusted gross profit per shipment increased and the percentage of shipments with negative adjusted gross profit margins improved significantly in the first quarter of 2022. Our average truckload linehaul cost per mile, excluding fuel costs, increased 21.0 percent during the first quarter of 2022. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately 20.5 percent during the first quarter of 2022.

In our global forwarding business, we continued to experience significant increases in purchased transportation costs for both ocean and air freight due to port congestion in addition to the equipment and labor shortages impacting the global forwarding market. This along with increased volumes has resulted in strong growth in both total revenue and cost of transportation for our ocean and air freight services. Ocean volumes increased 7.0 percent with strong growth in North America and Europe more than offsetting a modest decline in Asia resulting from pandemic-related shutdowns in China. Air freight tonnage increased 10.0 percent with strong growth in all regions we serve.

On June 3, 2021, we acquired Combinex Holding B.V. (“Combinex”) to further expand our European road transportation presence. Our consolidated results include the results of Combinex as of June 3, 2021.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select first quarter 2022 year-over-year operating comparisons to the first quarter 2021:

• Total revenues increased 41.9 percent to $6.8 billion, driven primarily by higher pricing and higher volume across most of our services.

• Gross profits increased 29.1 percent to $900.5 million. Adjusted gross profits increased 29.0 percent to $906.2 million, primarily due to higher adjusted gross profit per transaction and higher volume across most of our services.

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• Personnel expenses increased 14.6 percent to $413.4 million, primarily due to higher headcount. Average headcount increased 15.1 percent.

• Other selling, general, and administrative (“SG&A”) expenses increased 24.7 percent to $147.4 million, primarily due to higher purchased and contracted services, a non-recurring legal expense, and increased travel expenses.

• Income from operations totaled $345.5 million, up 54.7 percent due to the increase in adjusted gross profits, partially offset by the increase in operating expenses.

• Adjusted operating margin of 38.1 percent increased 630 basis points.

• Interest and other income/expenses totaled $14.2 million, consisting primarily of $14.5 million of interest expense, which increased $2.3 million versus last year due to a higher average debt balance.

• The effective tax rate in the quarter was 18.4 percent compared to 18.3 percent in the first quarter last year.

• Diluted earnings per share (EPS) increased 60.2 percent to $2.05.

• Cash flow from operations improved $42.8 million.

CONSOLIDATED RESULTS OF OPERATIONS

The following table summarizes our results of operations (dollars in thousands, except per share data):

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

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A reconciliation of our reportable segments to our consolidated results can be found in Note 9, Segment Reporting, in Part I, Financial Information of this Quarterly Report on Form 10-Q.

Consolidated Results of Operations—Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021

Total revenues and direct costs. Total transportation revenues and purchased transportation and related services increased significantly, primarily due to higher pricing in ocean and truckload, in addition to increased volumes most notably in truckload and ocean services. The higher pricing was driven by the continued supply chain disruptions impacting both global forwarding and surface transportation markets discussed above in the market and business trends sections. Our sourcing total revenue and purchased products sourced for resale increased as a result of higher cost and pricing per case and increased case volume across all customer verticals.

Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased due to increased pricing in ocean, truckload and LTL services resulting in higher adjusted gross profits per transaction in addition to volume increases in truckload and ocean services. Our transportation adjusted gross profit margin decreased driven by the increased cost of purchased transportation in all of our service lines. Sourcing adjusted gross profits increased driven by an increase in case volume across all customer verticals.

Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. SG&A expenses increased due to increased purchased services including temporary labor in addition to higher claims and credit losses, warehouse and travel expense.

Interest and other income/expense. Interest and other income/expense primarily consisted of interest expense of $14.5 million in the first quarter of 2022 and a $1.5 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses. Interest expense increased driven by a higher average debt balance in the first quarter of 2022 compared to the first quarter of 2021. The first quarter of 2021 included a $2.9 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses.

Provision for income taxes. Our effective income tax rate was 18.4 percent for the first quarter of 2022 compared to 18.3 percent for the first quarter of 2021. The effective income tax rate for the first quarter of 2022 was lower than the statutory federal income tax rate primarily due to the tax impact of U.S. tax credits and incentives, which reduced the effective tax rate by 1.9 percentage points, and the tax impact of share-based payment awards, which reduced the effective tax rate by 1.3 percentage points. These impacts were partially offset by the impact of our estimated annual effective tax rate on the first quarter of 2022. The effective income tax rate for the first quarter of 2021 was lower than the statutory federal income tax rate primarily due to the tax impact of share-based payment awards, which reduced the effective tax rate by 3.2 percentage points. Taxes on foreign earnings also contributed to a lower federal income tax rate, reducing our effective tax rate in the first quarter of 2021 by 1.7 percentage points. These impacts were partially offset by state income tax expense, which increased the effective income tax rate.

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NAST Segment Results of Operations

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended March 31, 2022 compared to the Three Months Ended March 31, 2021

Total revenues and direct costs. NAST total revenues increased primarily due to higher truckload and LTL pricing and an increase in truckload volumes. Truckload pricing has remained at historic levels during the first quarter of 2022 due to tight carrier capacity caused by driver availability challenges and the supply chain disruptions facing the industry, as discussed above in the market trends section. Despite remaining well above historic levels, we did start to see truckload purchased transportation costs and pricing decline within the first quarter of 2022 driven by moderating demand and capacity entering the market. Total purchased transportation and related services increased, due to higher average truckload linehaul costs per mile and, to a lesser extent, higher purchased transportation costs per transaction in LTL services and volume increases in truckload services.

Gross profits and adjusted gross profits. NAST truckload adjusted gross profits increased due primarily to increased pricing resulting in higher adjusted gross profits per transaction, in addition to an increase in volume. The increased adjusted gross profit per transaction in truckload was the result of the continued progress repricing our contractual truckload business to reflect the elevated cost environment and the impact of softening market conditions, as our percentage of shipments with a negative adjusted gross profit margin decreased significantly in the first quarter of 2022. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 20.5 percent in the first quarter of 2022 compared to the first quarter of 2021. Our truckload transportation costs, excluding fuel surcharges, increased approximately 21.0 percent. NAST LTL adjusted gross profits increased due to higher adjusted gross profits per transaction resulting from higher pricing.

Operating expenses. NAST personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. NAST SG&A expenses increased due to increased investments in technology, a non-recurring legal expense, and increased expenditures for purchased services including temporary labor. The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other selling and administrative expenses and allocated based upon relevant segment operating metrics.

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Global Forwarding Segment Results of Operations

(1) Beginning in the second quarter of 2021, reported air volumes represent metric tons shipped. Previously reported statistics were based on transactional volumes and have been restated to conform with the current period presentation.

(2) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended March 31, 2022 compared to the Three Months Ended March 31, 2021

Total revenues and direct costs. Global Forwarding total revenues and direct costs increased due to higher pricing and volumes in our ocean services and, to a lesser extent, higher pricing and increased tonnage in air freight. The higher ocean and air freight pricing and costs were driven by the continued supply chain disruptions impacting the global forwarding market discussed above in the market and business trends section. Ocean volumes increased due to strong growth in North America and Europe more than offsetting a modest decline in Asia resulting from pandemic related shutdowns in China. Air freight tonnage increased due to strong growth in all regions we serve.

Gross profits and adjusted gross profits. Ocean and air freight transportation adjusted gross profits increased due to higher pricing resulting in higher adjusted gross profits per transaction, in addition to an increase in volumes. Customs adjusted gross profits increased due to an increase in transaction volume and a higher mix of value-added services.

Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. SG&A expenses increased due to increased investments in technology and increased purchased services including temporary labor.

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All Other and Corporate Segment Results of Operations

All Other and Corporate includes our Robinson Fresh and Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended March 31, 2022 compared to the Three Months Ended March 31, 2021

Total revenues and direct costs. Robinson Fresh total revenues increased due to higher pricing per case and increased case volume across all customer verticals. In addition, total revenues in Other Surface Transportation increased due to higher truckload pricing and volumes.

Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased due to an increase in case volume across all customer verticals. Managed Services adjusted gross profits increased due to an increase in freight under management, which was driven by growth with new and existing customers. Other Surface Transportation adjusted gross profits increased as a result of higher adjusted gross profits per transaction.

LIQUIDITY AND CAPITAL RESOURCES

We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock. In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (dollars in thousands):

(1) Net of unamortized discounts and issuance costs.

We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, and share repurchases.

Cash and cash equivalents totaled $242.8 million as of March 31, 2022 and $257.4 million as of December 31, 2021. Cash and cash equivalents held outside the United States totaled $226.5 million as of March 31, 2022 and $217.1 million as of December 31, 2021.

We prioritize our investments to grow the business, as we require some working capital and a relatively small amount of capital expenditures to grow. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.

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The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):

Cash flow from operating activities. Cash flow used for operating activities improved in the three months ended March 31, 2022 compared to the three months ended March 31, 2021 due to increased net income, partially offset by unfavorable changes in working capital. The unfavorable changes in working capital were primarily related to a sequential increase in accounts receivable and contract assets partially offset by an increase in accounts payable and accrued transportation expense. Both increases were driven by a sequential increase in pricing and volumes in nearly all services, most notably in global forwarding, during the first quarter of 2022. The increase in accounts receivable was driven by our global forwarding business where our days sales outstanding ratio is approximately double that of our NAST business. Despite the increase in accounts receivable, we are not experiencing a deterioration in the quality of our accounts receivables balance, and the results of the three months ended March 31, 2022 include sequential and year-over-year improvements in the percent of accounts receivable that are past due. Additionally, given the elevated price and cost environment resulting in an increasing accounts receivable balance, we are closely monitoring credit and collections activities to minimize risk as well as working with our customers to facilitate the movement of goods across their supply chains while also ensuring timely payment.

Cash used for investing activities. Capital expenditures consisted primarily of investments in software, which are intended to increase employee productivity, automate interactions with our customers and contracted carriers, and improve our internal workflows to help expand our adjusted operating margins and grow the business.

Subsequent to March 31, 2022, we sold an office building in Kansas City, Missouri, for a sales price of $55 million and expect to recognize a gain of approximately $25 million on the sale of the building in the three months ending June 30, 2022. We simultaneously entered into an agreement to lease the office building for 10 years.

Cash used for financing activities. Net borrowings on debt in the three months ended March 31, 2022 and the three months ended March 31, 2021 were to fund working capital needs and share repurchases. The increase in cash used for share repurchases was due to an increase in the number of shares repurchased and a higher average price per share during the three months ended March 31, 2022. The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions. Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions or otherwise.

We believe that, assuming no change in our current business plan, our available cash, together with expected future cash generated from operations, the amount available under our credit facilities, and credit available in the market, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for at least the next 12 months and the foreseeable future. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.

As of March 31, 2022, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Senior Notes, and the Receivables Securitization.

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Recently Issued Accounting Pronouncements

Refer to Note 1, Basis of Presentation, contained in this quarterly report and in the company's 2021 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Refer to the company's 2021 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates. As of March 31, 2022, there were no material changes to our critical accounting policies and estimates.

Refer to the company’s 2021 Annual Report on Form 10-K for a discussion on the company’s market risk. As of March 31, 2022, there were no material changes in market risk from those disclosed in the company’s 2021 Annual Report on Form 10-K.

(a) Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2022.

(b) Changes in internal controls over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

In addition to the other information set forth in this report, you should carefully consider the factors disclosed in Part I, “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about company purchases of common stock during the quarter ended March 31, 2022:

(1) The total number of shares purchased based on trade date includes: (i) 1,591,443 shares of common stock purchased under the authorization described below; and (ii) 182,390 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.

(2) In December 2021, the Board of Directors increased the number of shares authorized for repurchase by 20,000,000 shares. As of March 31, 2022, there were 20,043,945 shares remaining for future repurchases. Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

None.

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Exhibits filed with, or incorporated by reference into, this report:

• Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S_K. The Company agrees to furnish supplementary a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on April 29, 2022.