What changed in this filing

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Item 1. Financial Statements

2022-07-07 compared with 2022-04-07 · 86 added, 95 removed, 375 unchanged (33% of the section changed)

6 unchanged sentences

Trade and other accounts receivable, less allowance for doubtful

accounts of $ 366 and $ 463 at February 28, 2022

accounts of $ 329 and $ 463 at May 31, 2022

and August 31, 2021, respectively

21 unchanged sentences

Common stock ― authorized 36,000,000 shares, $ 0.001 par value;

19,887,516 and 19,856,865 shares issued at February 28, 2022 and

19,887,577 and 19,856,865 shares issued at May 31, 2022 and

August 31, 2021, respectively;

and 13,637,841 and 13,708,966 shares

outstanding at February 28, 2022 and August 31, 2021, respectively

outstanding at May 31, 2022 and August 31, 2021, respectively

Additional paid-in capital

2 unchanged sentences

Common stock held in treasury, at cost ― 6,249,736 and 6,147,899

shares at February 28, 2022 and August 31, 2021, respectively

shares at May 31, 2022 and August 31, 2021, respectively

Total shareholders'

4 unchanged sentences

(Unaudited and in thousands, except per share amounts)

Three Months Ended February 28,

Six Months Ended February 28,

Three Months Ended May 31,

Nine Months Ended May 31,

Cost of products sold

8 unchanged sentences

Interest expense

Other income (expense), net

Other (expense) income, net

Income before income taxes

6 unchanged sentences

(Unaudited and in thousands)

Three Months Ended February 28,

Six Months Ended February 28,

Three Months Ended May 31,

Nine Months Ended May 31,

Other comprehensive income (loss):

24 unchanged sentences

Balance at February 28, 2022

Issuance of common stock under share-based

compensation plan, net of shares withheld for taxes

Stock-based compensation

Cash dividends ($ 0.78 per share)

Acquisition of treasury stock

Foreign currency translation adjustment

Balance at May 31, 2022

See accompanying notes to condensed consolidated financial statements.

WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS'

(Unaudited and in thousands, except share and per share amounts)

Comprehensive

13 unchanged sentences

Cash dividends ($ 0.67 per share)

Acquisition of treasury stock

Foreign currency translation adjustment

Balance at February 28, 2021

Stock-based compensation

Cash dividends ($ 0.72 per share)

Foreign currency translation adjustment

Balance at May 31, 2021

See accompanying notes to condensed consolidated financial statements.

WD-40 COMPANY

CONDENSED CONSOLIDATE D STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)

Six Months Ended February 28,

Nine Months Ended May 31,

Operating activities:

5 unchanged sentences

Stock-based compensation

Unrealized foreign currency exchange (gains) losses

Unrealized foreign currency exchange losses (gains)

Provision for bad debts

37 unchanged sentences

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) have been condensed or omitted pursuant to such rules and regulations.

10 unchanged sentences

COVID-19 Considerations

The COVID-19 pandemic has adversely impacted global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020, as described in the “ Impact of COVID-19 on Our Business ” portion of the section titled “Significant Developments” included in Part I – Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Although the Company’s estimates consider current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of the COVID-19 pandemic and how management expects them to change in the future, as appropriate.

The COVID-19 pandemic has adversely impacted global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020.

It is reasonably possible that actual results experienced may differ materially from the Company’s estimates in future periods, which could materially affect our results of operations and financial condition.

7 unchanged sentences

Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s consolidated balance sheets .

At February 28, 2022, the Company had a notional amount of $ 4.5 million outstanding in foreign currency forward contracts, which matured on March 30, 2022 .

Unrealized net gains and losses related to foreign currency forward contracts were no t significant at February 28, 2022 and August 31, 2021 .

Realized net gains and losses related to foreign currency forward contracts were no t significant for both the three and six months ended February 28, 2022 and 2021.

At May 31, 2022, the Company had no outstanding foreign currency forward contracts.

Unrealized net gains and losses related to foreign currency forward contracts were no t significant at May 31, 2022 and August 31, 2021 .

Realized net gains and losses related to foreign currency forward contracts were no t significant for both the three and nine months ended May 31, 2022 and 2021.

Both unrealized and realized net gains and losses are recorded in other income (expense), net on the Company’s condensed consolidated statements of operations.

6 unchanged sentences

Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

As of February 28, 2022, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis, with the exception of the foreign currency forward contracts, which are classified as Level 2 within the fair value hierarchy.

As of May 31, 2022, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis, with the exception of the foreign currency forward contracts, which are classified as Level 2 within the fair value hierarchy.

The carrying values of cash equivalents and short-term borrowings are recorded at cost, which approximates their fair values, primarily due to their short-term nature.

1 unchanged sentence

The Company’s fixed rate long-term borrowings consist of senior notes and are recorded at carrying value.

The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 64.8 million as of February 28, 2022, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to their carrying value of $ 68.8 million .

During the six months ended February 28, 2022, the Company did no t record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 59.8 million as of May 31, 2022, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to their carrying value of $ 68.4 million .

During the nine months ended May 31, 2022, the Company did no t record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

Internal-Use Software and Cloud Computing Arrangements

3 unchanged sentences

The Company also enters into certain cloud-based software hosting arrangements.

In evaluating whether cloud computing arrangements include an embedded internal-use software license, management considers whether the Company has the contractual right to take possession of the software during the hosting period without significant penalty and whether it is feasible to either i) run the software on the Company’s hardware, or ii) contract with another party unrelated to the vendor to host the software.

feasible to either i) run the software on the Company’s hardware, or ii) contract with another party unrelated to the vendor to host the software.

If management determines a cloud computing arrangement includes an embedded software license, the Company accounts for the software license element of the arrangement consistent with the acquisition of other internal-use software licenses.

27 unchanged sentences

At August 31, 2021, capital in progress on the balance sheet included $ 30.3 million associated with capital costs related to proprietary machinery and equipment for the Company’s next generation of delivery systems for its WD-40 Smart Straw ® products.

During the six months ended February 28, 2022, $ 13.5 million of this machinery and equipment was placed in service and thus the Company reclassified these amounts from capital in progress to machinery, equipment and vehicles.

As of February 28, 2022 and August 31, 2021, the Company’s balance sheet included $ 4.7 million and $ 2.6 million, respectively, of capitalized cloud-based implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets.

Accumulated amortization associated with these assets were no t significant as of February 28, 2022 and August 31, 2021.

Amortization expense associated with these assets were no t significant for the three or six months ended February 28, 2022 or February 28, 2021.

During the nine months ended May 31, 2022, $ 13.5 million of this machinery and equipment was placed in service and thus the Company reclassified these amounts from capital in progress to machinery, equipment and vehicles.

As of May 31, 2022 and August 31, 2021, the Company’s balance sheet included $ 5.4 million and $ 2.6 million, respectively, of capitalized cloud-based implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets.

Accumulated amortization associated with these assets were no t significant as of May 31, 2022 and August 31, 2021.

Amortization expense associated with these assets were no t significant for the three or nine months ended May 31, 2022 or 2021.

Goodwill and Other Intangible Assets

2 unchanged sentences

Translation adjustments

Balance as of February 28, 2022

During the second quarter of fiscal year 2022, the Company performed its annual goodwill impairment test.

The annual goodwill impairment test was performed at the reporting unit level as required by the authoritative guidance as of the Company’s most recent goodwill impairment testing date, December 1, 2021.

During the fiscal year 2022 annual goodwill impairment test, the Company performed a qualitative assessment of each reporting unit to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount.

In performing this qualitative assessment, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of each of its reporting units.

Factors that were considered included, but were not limited to, the following:

(1) macroeconomic conditions, including the impacts of the COVID-19 pandemic;

(2) industry and market conditions;

(3) historical financial performance and expected financial performance;

(4) other entity specific events, such as changes in management or key personnel;

and (5) events affecting the Company’s reporting units, such as a change in the composition of net assets or any expected dispositions.

Based on the results of this qualitative assessment, the Company determined that the estimated fair value of each of the Company’s reporting units exceeded their respective carrying values so significantly that an impairment charge to the Company’s goodwill balances is remote and, thus, a quantitative analysis was not required.

As a result, the Company concluded that no impairment of its goodwill existed as of December 1, 2021.

In addition, the Company concluded that there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to December 1, 2021 through February 28, 2022.

Balance as of May 31, 2022

There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to December 1, 2021, the date of its most recent annual goodwill impairment test, which was conducted during the second quarter of fiscal year 2022.

Based on the results of the annual goodwill impairment test, the estimated fair value of each of the Company’s reporting units exceeded their respective carrying values so significantly that an impairment charge to the Company’s goodwill balances is remote.

To date, there have been no impairment losses identified and recorded related to the Company’s goodwill.

5 unchanged sentences

Net carrying amount

There has been no impairment charge for the six months ended February 28, 2022 and there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its existing definite-lived intangible assets.

There has been no impairment charge for the nine months ended May 31, 2022 and there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its existing definite-lived intangible assets.

The Company’s review of events and circumstances included consideration of the ongoing COVID-19 pandemic.

Changes in the carrying amounts of definite-lived intangible assets by segment for the six months ended February 28, 2022 are summarized below (in thousands):

Changes in the carrying amounts of definite-lived intangible assets by segment for the nine months ended May 31, 2022 are summarized below (in thousands):

Balance as of August 31, 2021

1 unchanged sentence

Translation adjustments

Balance as of February 28, 2022

Balance as of May 31, 2022

The estimated amortization expense for the Company’s definite-lived intangible assets is not significant in any future individual fiscal year.

11 unchanged sentences

Accrued payroll taxes

As of February 28, 2022, the Company held borrowings under two separate agreements as detailed below.

As of May 31, 2022, the Company held borrowings under two separate agreements as detailed below.

Note Purchase and Private Shelf Agreement

The Company holds borrowings under its Note Purchase and Private Shelf Agreement (the “Note Agreement”) by and among the Company, PGIM, Inc.

The Company holds borrowings under its Note Purchase and Private Shelf Agreement, as amended (the “Note Agreement”) by and among the Company, PGIM, Inc.

(“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”).

As of February 28, 2022, the Company had outstanding balances on its series A, B and C notes issued under this Note Agreement.

As of May 31, 2022, the Company had outstanding balances on its series A, B and C notes issued under this Note Agreement.

Credit Agreement

The Company’s Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America consists of a revolving commitment for borrowing by the Company up to $ 150.0 million with a sublimit of $ 100.0 million for WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, the Middle East, Africa and India.

The Company’s Amended and Restated Credit Agreement, as amended (the “Credit Agreement”) with Bank of America, N.A.

consists of a revolving commitment for borrowing by the Company up to $ 150.0 million with a sublimit of $ 100.0 million for WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, the Middle East, Africa and India.

The Credit Agreement currently has a maturity date of September 30, 2025 .

On November 29, 2021, the Company entered into its most recent amendment to the Credit Agreement (the “LIBOR Amendment”) with Bank of America.

On November 29, 2021, the Company entered into its most recent amendment to the Credit Agreement (the “LIBOR Amendment”) with Bank of America, N.A.

The LIBOR Amendment changed the Company’s index rates under the Credit Agreement for British Pound Sterling and U.S.

12 unchanged sentences

Outstanding draws for which management has the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term.

As of February 28, 2022, $ 44.8 million on this facility is classified as long-term and is denominated in Euros and Pound Sterling, whereas $ 1.2 million is classified as short-term and is denominated in U.S.

As of May 31, 2022, $ 42.6 million on this facility is classified as long-term and is denominated in Euros and Pound Sterling, whereas $ 15.6 million is classified as short-term and is denominated in U.S.

Euro and Pound Sterling denominated draws will fluctuate in U.S.

4 unchanged sentences

Both the Note Agreement and the Credit Agreement contain representations, warranties, events of default and remedies, as well as affirmative, negative and other financial covenants customary for these types of agreements.

These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens, dispose of assets, make investments, declare, make or incur obligations to make certain restricted payments, including the payment of dividends and payments for the repurchase of the Company’s capital stock and enter into certain merger or consolidation transactions.

These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens,

dispose of assets, make investments, declare, make or incur obligations to make certain restricted payments, including the payment of dividends and payments for the repurchase of the Company’s capital stock and enter into certain merger or consolidation transactions.

The Credit Agreement includes, among other limitations on indebtedness, a $ 125.0 million limit on other unsecured indebtedness.

7 unchanged sentences

The consolidated interest coverage ratio means, as of any date of determination, the ratio of (a) consolidated EBITDA for the most recently completed four fiscal quarters to (b) consolidated interest charges for the most recently completed four fiscal quarters

As of February 28, 2022, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

As of May 31, 2022, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

Share Repurchase Plan

2 unchanged sentences

The timing and amount of repurchases are based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer and Chief Financial Officer, subject to present loan covenants and in compliance with all laws and regulations applicable thereto.

During the period from November 1, 2021 through February 28, 2022, the Company repurchased 78,637 shares at an average price of $ 230.98 per share, for a total cost of $ 18.2 million under this $ 75.0 million plan.

During the period from November 1, 2021 through May 31, 2022, the Company repurchased 101,837 shares at an average price of $ 219.84 per share, for a total cost of $ 22.4 million under this $ 75.0 million plan.

Earnings per Common Share

The table below reconciles net income to net income available to common shareholders (in thousands):

Three Months Ended February 28,

Six Months Ended February 28,

Three Months Ended May 31,

Nine Months Ended May 31,

Net income allocated to

2 unchanged sentences

The table below summarizes the weighted-average number of common shares outstanding included in the calculation of basic and diluted EPS (in thousands):

Three Months Ended February 28,

Six Months Ended February 28,

Three Months Ended May 31,

Nine Months Ended May 31,

Weighted-average common

3 unchanged sentences

shares outstanding, diluted

For the three and six months ended February 28, 2022, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 9,280 and 7,212 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive .

For the three and six months ended February 28, 2021, there were no anti-dilutive stock-based equity awards outstanding.

For the three and nine months ended May 31, 2022, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 11,607 and 8,677 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive .

For the three and nine months ended May 31, 2021, there were no anti-dilutive stock-based equity awards outstanding.

Revenue Recognition

1 unchanged sentence

The following table presents our revenues by segment and major source (in thousands):

Three Months Ended February 28, 2022:

Six Months Ended February 28, 2022:

Three Months Ended May 31, 2022:

Nine Months Ended May 31, 2022:

Maintenance products

Total net sales

Three Months Ended February 28, 2021:

Six Months Ended February 28, 2021:

Three Months Ended May 31, 2021:

Nine Months Ended May 31, 2021:

Maintenance products

5 unchanged sentences

Revenue is subsequently recognized when revenue recognition criteria are met, generally when control of the product transfers to the customer.

The Company had contract liabilities of $ 4.0 million and $ 3.7 million as of February 28, 2022 and August 31, 2021, respectively.

All of the $ 3.7 million that was included in contract liabilities as of August 31, 2021 was recognized to revenue during the six months ended February 28, 2022.

The Company had contract liabilities of $ 3.7 million as of both May 31, 2022 and August 31, 2021.

All of the $ 3.7 million that was included in contract liabilities as of August 31, 2021 was recognized to revenue during the nine months ended May 31, 2022.

These contract liabilities are recorded in accrued liabilities on the Company ’ s condensed consolidated balance sheets.

The Company did no t have any contract assets as of February 28, 2022 and August 31, 2021.

The Company did no t have any contract assets as of May 31, 2022 and August 31, 2021.

Commitments and Contingencies

9 unchanged sentences

In addition to the commitments to purchase products from contract manufacturers described above, the Company may also enter into commitments with other manufacturers to purchase finished goods and components to support innovation and renovation initiatives and/or supply chain initiatives.

As of February 28, 2022, no such commitments were outstanding.

As of May 31, 2022, no such commitments were outstanding.

From time to time, the Company is subject to various claims, lawsuits, investigations and proceedings arising in the ordinary course of business, including but not limited to, product liability litigation and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters.

As of February 28, 2022, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss.

As of May 31, 2022, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss.

As to claims that the Company believes may result in a reasonably possible loss, the Company believes that no reasonably possible outcome of any such claim will have a materially adverse impact on the Company’s financial condition, results of operations or cash flows.

5 unchanged sentences

As a result of the Company’s insurance coverage, management believes that the estimated fair value of these indemnification agreements is minimal .

Thus, no liabilities have been recorded for these agreements as of February 28, 2022 .

Thus, no liabilities have been recorded for these agreements as of May 31, 2022 .

From time to time, the Company enters into indemnification agreements with certain contractual parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain vendors.

1 unchanged sentence

Although the maximum future payments that the Company could be required to make under these indemnification agreements is unlimited, management believes that the Company maintains adequate levels of insurance coverage to protect the Company with respect to most potential claims arising from such agreements and that such agreements do not otherwise have value separate and apart from the liabilities incurred in the ordinary course of the Company’s business.

Thus, no liabilities have been recorded with respect to such indemnification agreements as of February 28, 2022 .

Thus, no liabilities have been recorded with respect to such indemnification agreements as of May 31, 2022 .

The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.

Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

The provision for income taxes was 20.1 % and 15.0 % of income before income taxes for the three months ended February 28, 2022 and 2021, respectively.

The increase in the effective income tax rate from period to period was primarily due to a non-recurring benefit received in the prior year from the settlement of stock-based equity awards.

The provision for income taxes was 19.9 % and 15.4 % of income before income taxes for the six months ended February 28, 2022 and 2021, respectively.

The increase in the effective income tax rate from period to period was primarily due to non-recurring benefits received in the prior year from stock-based compensation, coupled with an increase in performance-based compensation that is not deductible for tax purposes in the current year.

The provision for income taxes was 20.9 % and 21.9 % of income before income taxes for the three months ended May 31, 2022 and 2021, respectively.

The decrease in the effective income tax rate from period to period was primarily due to changes in the expected timing and amounts of executive compensation in future periods which impacts deductible expenses.

The provision for income taxes was 20.2 % and 17.7 % of income before income taxes for the nine months ended May 31, 2022 and 2021, respectively.

The increase in the effective income tax rate from period to period was primarily due to an increase in non-deductible performance-based compensation expense.

The Company is subject to taxation in the U.S.

4 unchanged sentences

The Company is currently under audit in various state jurisdictions for fiscal years 2018 through 2020.

Estimated unrecognized tax benefits related to income tax positions affected

by the resolution of tax examinations or expiring statutes of limitation within the next twelve months were not significant.

Estimated unrecognized tax benefits related to income tax positions affected by the resolution of tax examinations or expiring statutes of limitation within the next twelve months were not significant.

Audit outcomes and the timing of settlements are subject to significant uncertainty .

10 unchanged sentences

Corporate (1)

February 28, 2022:

May 31, 2022:

Income from operations

3 unchanged sentences

Interest expense

February 28, 2021:

May 31, 2021:

Income from operations

3 unchanged sentences

Interest expense

Six Months Ended:

February 28, 2022:

Nine Months Ended:

May 31, 2022:

Income from operations

3 unchanged sentences

Interest expense

February 28, 2021:

May 31, 2021:

Income from operations

8 unchanged sentences

Dividend Declaration

On March 15, 2022, the Company’s Board declared a cash dividend of $ 0.78 per share payable on April 29, 2022 to shareholders of record on April 15 , 2022 .

Changes to Executive Leadership and the Board

On March 15, 2022, the Board adopted a resolution to increase the size of the Board from ten to eleven , effective immediately.

On March 16, 2022, the Company announced the (i) retirement of Garry O.

Ridge as CEO of the Company, effective August 31, 2022, (ii) the appointment of Steven A.

Brass, currently the President and Chief Operating Officer (“COO”) of the Company, as CEO, effective September 1, 2022, and (iii) the appointment of Mr.

Brass to the Board, effective March 15, 2022.

Ridge will remain as an employee of the Company until January 2, 2023, after which he will serve as a consultant to the Company until June 30, 2023, and will remain on the Board of the Company and serve as Chairman, until December 13, 2022.

In connection with Mr.

Ridge’s retirement, the Company and Mr.

Ridge entered into a Transition and Release Agreement on March 11, 2022 (the “Transition Agreement”) and signed the FY 2022 Restricted Stock Unit Award Agreement (“RSU Agreement”).

Pursuant to the Transition Agreement, the Company granted him 5,347 restricted stock units (with a value of $ 1.0 million) with a grant date of March 17, 2022, which are scheduled to vest on June 30, 2023 , subject to certain terms and conditions in the Transition Agreement and/or the RSU Agreement.

The foregoing description of the terms and conditions of the Transition Agreement and the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement and the RSU Agreement, which are filed as Exhibit 10(c) and Exhibit 10(d), respectively, included in Part II-Item 6, “Exhibits” and incorporated by reference in this report.

On June 21, 2022, the Company’s Board declared a cash dividend of $ 0.78 per share payable on July 29, 2022 to shareholders of record on July 15 , 2022 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements