What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-26 compared with 2024-02-29 · 68 added, 62 removed, 276 unchanged (32% of the section changed)

7 unchanged sentences

As of December 31, 2024, we owned and operated 198 new vehicle franchises, representing 31 brands of automobiles at 152 dealership locations, 37 collision centers, and Total Care Auto, Powered by Landcar ("TCA" or "TCA Business"), our finance and insurance ("F&I") product provider, within 14 states.

Our store operations are conducted by our subsidiaries.

Our store operations are conducted by our subsidiaries and the Company operates in two reportable segments, the Dealerships and TCA segments.

We offer an extensive range of automotive products and services fulfilling the entire vehicle ownership lifecycle including new and used vehicles, parts and service, which includes vehicle repair and maintenance services, replacement parts and collision repair services (collectively referred to as "parts and services" or "P&S"), and F&I products, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection ("GAP") debt cancellation and prepaid maintenance.

5 unchanged sentences

Our ability to provide a low friction experience across our omni-channel platform drives customer satisfaction and repeat business across our dealership portfolio.

On February 14, 2025, the Company, through one of its subsidiaries, entered into a Purchase and Sale Agreement (the "Transaction Agreement") with various entities that comprise the Herb Chambers automotive group (the "Herb Chambers Dealerships").

Pursuant to the Transaction Agreement, the Company is expected to acquire substantially all of the assets, including all real property and businesses, of the Herb Chambers Dealerships (collectively, the "Businesses") for an aggregate purchase price of approximately $1.34 billion, which includes $750 million for goodwill and approximately $590 million for the real estate and leasehold improvements.

In addition, the Company will acquire new vehicles, used vehicles, service loaner vehicles, fixed assets, parts and supplies for a purchase price to be determined at the closing (the "Closing") of the transactions set forth in the Transaction Agreement and will reimburse the Herb Chambers Dealerships for certain dealership construction and development costs incurred prior to the Closing.

The Businesses include 33 dealerships, 52 franchises and three collision centers.

Herb Chambers will retain ownership of the Mercedes-Benz of Boston dealership in Somerville, Massachusetts (the "MB Boston Dealership").

The Transaction Agreement includes certain restrictions and obligations regarding the sale of the MB Boston Dealership, including a put right obligating the Company to purchase the MB Boston Dealership during the five-year period following the Closing, absent certain circumstances.

The Closing is subject to various customary closing conditions, including (i) receipt of approval of the transactions by certain automotive manufacturers, (ii) receipt of certain governmental clearances, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the continued accuracy of the representations and warranties of the parties, (iv) the assignment of certain leases and key contracts and (v) the absence of a material adverse effect.

The Transaction Agreement also contains certain termination rights.

The Herb Chambers Dealerships may, in some circumstances of termination, be required to pay us a termination fee of $100 million, and in other circumstances of termination, be entitled to receive certain earnest money.

The Closing is anticipated to occur in the second quarter of 2025.

Some but not all of the factors that could cause actual results or events to differ materially from those anticipated are set forth at "Item 1A.

Risk Factors" in this Form 10-K.

There were no acquisitions during the years ended December 31, 2024 and 2022.

On December 11, 2023, the Company completed the acquisition of the business of the Jim Koons ("Koons") Automotive Companies, (collectively, the "Koons acquisition"), thereby acquiring 20 new vehicle dealerships, six collision centers and the real property related thereto for an aggregate purchase price of approximately $1.50 billion, which includes $256.1 million of new vehicle floor plan financing and $100.9 million of assets held for sale related to Koons Lexus of Wilmington.

The acquisition was funded with borrowings under Asbury’s existing credit facility and cash on hand.

The Koons acquisition diversifies Asbury's geographic mix, with expansion in the greater Washington-Baltimore region of the United States.

There were no acquisitions during the year ended December 31, 2022.

On December 17, 2021, the Company completed the acquisition of the businesses of the Larry H.

Miller ("LHM") Dealerships and TCA (collectively, the "LHM acquisition"), thereby acquiring 54 new vehicle dealerships, seven used cars stores, 11 collision centers, a used vehicle wholesale business, the real property related thereto, and the entities comprising the TCA business for a total purchase price of $3.48 billion.

The purchase price was financed through a combination of cash, debt, including senior notes, real estate facilities, new and used vehicle floor plan facilities and the proceeds from the issuance of common stock.

As a result of the transaction, the Company operates in two reportable segments, the Dealerships and TCA segments.

In addition to the LHM acquisition, during the year ended December 31, 2021, we acquired the assets of 11 franchises (10 dealership locations) in the Denver, Colorado market and three franchises (one dealership location) in the Indianapolis, Indiana market for a combined purchase price of $485.7 million.

We funded these acquisitions with an aggregate of $455.1 million of cash and $9.6 million of floor plan borrowings for the purchase of the related new vehicle inventory.

In the aggregate, these acquisitions included purchase price holdbacks of $21.0 million for potential indemnity claims made by us with respect to the acquired franchises.

During the year ended December 31, 2023, we sold one franchise (one dealership location) in Austin, Texas.

The Koons acquisition diversified Asbury's geographic mix, with expansion in the greater Washington-Baltimore region of the United States.

During the year ended December 31, 2024, we sold 1 Lexus franchise (1 dealership location) in Wilmington, Delaware due to OEM requirements in connection with the Koons acquisition, 1 Nissan franchise (1 dealership location) in Denver, Colorado, 1 Nissan franchise (1 dealership location) in Atlanta, Georgia, 1 Chevrolet franchise (1 dealership location) in Atlanta, Georgia and 1 Honda franchise (1 dealership location) in Spokane, Washington.

The Company recorded a pre-tax gain totaling $8.6 million, which is presented in our accompanying consolidated statements of income as a gain on dealership divestitures, net.

During the year ended December 31, 2023, we sold 1 franchise (1 dealership location) in Austin, Texas.

The Company recorded a pre-tax gain totaling $13.5 million.

2 unchanged sentences

The Company recorded a pre-tax gain totaling $207.1 million.

During the year ended December 31, 2021, we sold one franchise (one dealership location) in the Charlottesville, Virginia market.

The Company recorded a pre-tax gain totaling $8.0 million.

Four Key Components of Our Business

4 unchanged sentences

Coggin Automotive Group Florida Acura, BMW, Buick, Chevrolet, Ford(a), GMC, Honda(d), Hyundai, Mercedes-Benz, Nissan(a), Toyota

Courtesy Autogroup Florida Chrysler, Dodge, Genesis, Honda, Hyundai, Infiniti, Jeep, Kia, Mercedes-Benz, Nissan, Sprinter, Toyota

Courtesy Autogroup Florida Chrysler, Dodge Ram, Honda, Hyundai, Infiniti, Jeep, Kia, Mercedes-Benz, Nissan, Sprinter, Toyota

Crown Automotive Company South Carolina Nissan

2 unchanged sentences

Greenville Automotive Group South Carolina Land Rover, Porsche, Toyota, Volvo

Hare, Bill Estes & Kahlo Automotive Groups Indiana Buick, Chevrolet(b), Chrysler(a), Dodge(a), Ford, GMC, Honda, Isuzu, Jeep(a), Toyota

Jim Koons Automotive Companies Maryland Buick, Chevrolet(a), Ford, GMC, Kia, Mercedes-Benz, Sprinter, Toyota(b), Volvo

Virginia Buick(a), Chevrolet, Chrysler, Dodge, Ford(b), GMC(a), Hyundai, Jeep, Kia, Toyota(a)

Delaware Lexus

Miller Dealerships Arizona Chrysler(b), Dodge(c), Fiat, Ford, Genesis, Hyundai, Jeep(b), Nissan, Toyota, Volkswagen(a)

Hare, Bill Estes & Kahlo Automotive Groups Indiana Chevrolet(b), Chrysler(a), Dodge Ram(a), Ford, GMC, Honda, Isuzu, Jeep(a), Toyota

Jim Koons Automotive Companies Maryland Chevrolet(a), Ford, GMC, Kia, Mercedes-Benz, Sprinter, Toyota(b), Volvo

Virginia Buick, Chevrolet, Chrysler, Dodge Ram, Ford(b), GMC(a), Hyundai, Jeep, Kia, Toyota(a)

Miller Dealerships Arizona Chrysler(b), Dodge Ram(c), Fiat, Ford, Genesis, Hyundai, Jeep(b), Nissan, Toyota, Volkswagen(a)

California Toyota(a)

Colorado Chrysler(a), Dodge(b), Fiat, Ford, Jeep(a), Nissan(b), Volkswagen

Idaho Chrysler, Dodge, Honda, Jeep, Subaru

New Mexico Chevrolet, Chrysler(a), Dodge, Hyundai(a), Jeep(a), Toyota

Utah Chevrolet(a), Chrysler(c), Dodge(c), Ford(b), Honda, Jeep(c), Lexus(a), Lincoln, Mercedes-Benz, Toyota, Sprinter

Washington Honda

Mike Shaw, Stevinson & Arapahoe Automotive Groups Colorado Subaru(a), Chevrolet, Chrysler, Dodge, Hyundai(a), Jaguar, Jeep, Lexus(a), Porsche, Toyota(a)

Nalley Automotive Group Georgia Acura, Audi, Bentley, BMW, Chevrolet, Honda, Hyundai, Infiniti(a), Kia, Lexus(a), Nissan, Toyota(b), Volkswagen

Colorado Chrysler(a), Dodge Ram(b), Fiat, Ford, Jeep(a), Nissan, Volkswagen

Idaho Chrysler, Dodge Ram, Honda, Jeep, Subaru

New Mexico Chevrolet, Chrysler(a), Dodge Ram, Hyundai(a), Jeep(a), Toyota

Utah Chevrolet(a), Chrysler(c), Dodge Ram(c), Ford(b), Honda, Jeep(c), Lexus(a), Lincoln, Mercedes-Benz, Toyota, Sprinter

Mike Shaw, Stevinson & Arapahoe Automotive Groups Colorado Subaru(a), Chevrolet, Chrysler, Dodge Ram, Hyundai(a), Jaguar, Jeep, Lexus(a), Porsche, Toyota(a)

Nalley Automotive Group Georgia Acura, Audi, Bentley, BMW, Honda, Hyundai, Infiniti(a), Kia, Lexus(a), Toyota(b), Volkswagen

Park Place Automotive Texas Acura, Lexus(a), Land Rover, Mercedes-Benz(b), Porsche, Volvo, Sprinter(b)

1 unchanged sentence

____________________________

(a) This state has two of these franchises.

(b) This state has three of these franchises.

(d) This state has five of these franchises.

(a) This dealership group has two of these franchises.

(b) This dealership group has three of these franchises.

(d) This dealership group has five of these franchises.

New Vehicle Sales

18 unchanged sentences

We sell used vehicles at all our franchised dealership locations.

Used vehicle sales include the sale of used vehicles to individual retail customers ("used retail") and the sale of used vehicles to other dealers at auction ("wholesale") (the terms "used retail" and "wholesale" collectively referred to as "used").

Used vehicle sales include the sale of used vehicles to individual retail customers ("used retail") and the sale of used vehicles to other dealers or licensed wholesalers ("wholesale") (the terms "used retail" and "wholesale" collectively referred to as "used").

Gross profit from the sale of used vehicles depends primarily on our dealerships' ability to obtain a high quality supply of used vehicles and our use of technology to manage our inventory.

8 unchanged sentences

The automotive parts and service industry tends to be highly fragmented, with franchised dealerships and independent repair shops competing for this business.

We believe, however, that the increased use of advanced technology in vehicles is making it difficult for independent repair shops to compete effectively with franchised dealerships as they may not be able to make the investment necessary to perform major or technical repairs.

In an effort to maintain the necessary knowledge to service vehicles and further develop our technician staff, we focus on our internal and manufacturer specific training and development programs for new and existing technicians.

22 unchanged sentences

Amortization of costs to obtain customer contracts is included in selling, general and administrative expenses in the consolidated statements of income.

The portion of commissions that are paid to affiliated dealerships are eliminated in the TCA segment upon consolidation.

The portion of commissions that are paid to affiliated dealerships are eliminated upon consolidation.

The Dealerships segment also provides vehicle repair and maintenance services to TCA customers in connection with claims related to TCA's products.

Upon consolidation, the associated service revenue and costs recorded by the Dealerships segment are eliminated against claims expense recorded by the TCA segment.

Third-party claims paid related to the contracts are recognized in F&I cost of sales.

Upon consolidation, the associated service revenue recorded by the Dealerships segment is eliminated against the service costs incurred by the Dealerships segment.

All claims paid related to the contracts are recognized in F&I cost of sales in the TCA segment.

In addition, F&I revenue includes investment income and other gains and losses related to the performance of our investment portfolio.

8 unchanged sentences

Accelerate same store growth and guest experience through technology investment .

As part of our long-term growth strategy, we invest in technologies or partner with leading software platform vendors to develop applications that (i) serve our guests with omni-channel buying options offering enhanced speed, and transparency, (ii) drive a more efficient guest experience at a lower cost to serve and (iii) offer tailored recommendations to value add products and services.

As part of our long-term growth strategy, we invest in technologies or partner with leading software platform vendors to develop applications that (i) serve our guests with omni-channel buying options offering enhanced speed, and transparency and (ii) drive a more efficient guest experience at a lower cost to serve.

Grow F&I product penetration and expand TCA's service offerings across the full dealership portfolio.

We are positioned to leverage the acquisition of LHM to improve profitability via the ownership of TCA, a highly scalable provider of a full-suite of F&I products.

We continue to be positioned to leverage the acquisition of LHM to improve profitability via the ownership of TCA, a highly scalable provider of a full-suite of F&I products.

TCA’s key offerings include vehicle service contracts, prepaid maintenance, protection plans, key and remote replacement, leased vehicle protection and tire and wheel protection.

Over the long-term, we expect that the profitability of our TCA products will be higher than the profitability associated with selling F&I products offered by third-parties.

We are continuing to integrate TCA’s service offerings across our full dealership portfolio to increase our F&I product penetration and profitability.

We expect to complete the rollout of TCA's service offerings to all of our dealerships in 2024.

We expect to complete the rollout of TCA's service offerings to all of our dealerships in 2025 by offering TCA products in our Florida market during the first quarter of 2025, and the Koons platform in the second quarter of 2025;

however, no assurance can be given that the rollout will be completed with the timeframe contemplated.

Attract, retain and invest in top talent to drive growth and optimize operations .

10 unchanged sentences

Our capital allocation decisions are made within the context of maintaining sufficient liquidity and a prudent capital structure.

We target a 2.5x to 3.5x adjusted net leverage ratio, which is calculated as set forth in our credit facility, in a normal

business environment.

The Company’s adjusted net leverage ratio was 2.5x at December 31, 2023, compared to 1.7x at December 31, 2022.

We target a 2.5x to 3.5x transaction adjusted net leverage ratio, which is calculated as set forth in our credit facility, in a normal business environment.

The Company’s transaction adjusted net leverage ratio was 2.85x at December 31, 2024, compared to 2.54x at December 31, 2023.

We believe our cash position and borrowing capacity, combined with our current and expected future cash generation capability, provides us with financial flexibility to, among other things, reinvest in our business, acquire dealerships and repurchase our stock, when prudent.

9 unchanged sentences

We intend to execute on this strategic plan by focusing on a variety of growth efforts including, balanced capital allocation, driving same-store revenue growth and acquiring revenue through strategic transactions.

Aligning with our strategic outlook, the Company, on February 14, 2025, through one of its subsidiaries, entered into a Transaction Agreement with the Herb Chambers Dealerships that will result in the Company acquiring substantially all of the assets, including all real property and businesses of the Herb Chambers Dealerships, which comprise 33 dealerships, 52 franchises and three collision centers, which is expected to positively contribute to the Company’s overall revenue objectives.

The automotive retail and service industry is highly competitive with respect to price, service, location, and selection.

6 unchanged sentences

Our used vehicle operations compete with other franchised dealerships, non-franchised automotive dealerships, regional and national vehicle rental companies, and internet-based vehicle brokers for the supply and resale of used vehicles.

We compete with other franchised dealerships to perform warranty and recall-related repairs and with other franchised dealerships and independent service centers for non-warranty repair and maintenance services.

We compete with other franchised dealerships to perform warranty and recall-related repairs.

We compete with other franchised dealerships and independent service centers for collision and non-warranty repair and maintenance services.

We compete with other automobile dealers, service stores, and auto parts retailers in our parts operations.

4 unchanged sentences

The automobile industry has historically been subject to seasonal variations.

Demand for new vehicles is generally highest during the second, third, and fourth quarters of each year and, accordingly, we expect our revenues and operating results to generally be higher during these periods.

Demand for new vehicles is generally highest during the second and third quarters of each year and, accordingly, we expect our revenues and operating results to generally be higher during these periods.

In addition, we typically experience higher sales of luxury vehicles, which have higher average selling prices and gross profit per vehicle retailed, in the fourth quarter.

Revenues and operating results may be impacted significantly from quarter to quarter by changing economic conditions, vehicle manufacturer incentive programs, or adverse weather events.

Revenues and operating results may be impacted significantly from quarter to quarter by changing economic conditions, vehicle manufacturer incentive programs, or adverse weather events, or other occurrences that are outside of our control.

Dealer and Framework Agreements

45 unchanged sentences

Furthermore, if a manufacturer seeks protection from creditors in bankruptcy, courts have held that the federal bankruptcy laws may supersede these laws, resulting in either the termination, non-renewal or rejection of franchises by such manufacturers, which, in turn, could materially adversely affect our business, financial condition, and results of operations.

For additional information, please refer to the risk factor captioned "If state laws that protect automotive retailers are repealed, weakened, or superseded by our framework agreements with manufacturers, our dealerships will be more susceptible to termination, non-renewal or renegotiation of their dealer agreements which could have a materially adverse effect on our business, financial condition, and results of operations."

For additional information, please refer to the risk factor captioned "If state laws that protect automotive retailers are repealed, weakened, or superseded by our framework agreements with manufacturers, our dealerships will be more susceptible to termination, non-renewal or renegotiation of their dealer agreements which could have a material adverse effect on our business, results of operations, financial condition, and cash flows."

We operate in a highly regulated industry.

5 unchanged sentences

The Federal Trade Commission ("FTC") has regulatory authority over automotive dealers and has implemented enforcement initiatives relating to the marketing practices of automotive dealers.

Our operations are also subject to the National Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards and other product standards promulgated by the United States Department of Transportation, and the rules and regulations of various state motor vehicle regulatory agencies.

Our operations are also subject to the National

Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards and other product standards promulgated by the United States Department of Transportation, and the rules and regulations of various state motor vehicle regulatory agencies.

Our financing activities with customers are subject to federal truth-in-lending, consumer leasing, and equal credit opportunity laws and regulations, as well as state and local motor vehicle finance laws, leasing laws, installment finance laws, usury laws, and other installment state and leasing laws and regulations.

1 unchanged sentence

Claims arising out of actual or alleged violations of law may be asserted against us or our stores by individuals or governmental entities and may expose us to significant damages, fines or other penalties, including revocation or suspension of our license to conduct store operations.

Our financing activities, as well as our sale of finance and insurance products, may also be impacted indirectly by laws and regulations that govern automotive finance

companies and other financial institutions, including regulations adopted by the Consumer Financial Protection Bureau (the "CFPB").

Our financing activities, as well as our sale of finance and insurance products, may also be impacted indirectly by laws and regulations that govern automotive finance companies and other financial institutions, including regulations adopted by the Consumer Financial Protection Bureau (the "CFPB").

Our TCA business involves the offer and sale of extended vehicle service contracts, debt protection products, vehicle protection plans and other miscellaneous vehicle protection products, which are subject to a wide range of federal, state and local laws and regulations.

3 unchanged sentences

For additional information, please refer to the risk factors captioned:

"Our operations are subject to extensive governmental laws and regulations.

If we are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, our reputation, financial condition, results of operations, and prospects could suffer" and "Our TCA business is subject to a wide range of federal, state and local laws and regulations, some of which we may not have previously been subject.

"Our dealership operations and facilities are subject to extensive governmental laws and regulations.

If we are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, results of operations, financial condition, cash flows, reputation and prospects could suffer" and "Our TCA business is subject to a wide range of federal, state and local laws and regulations, some of which we may not have previously been subject.

If we are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our TCA business, our business, results of operations, financial condition, cash flows, reputation and prospects could suffer."

17 unchanged sentences

Our success depends on our employees and their commitment to delivering a consistent and exceptional guest experience.

Our employees work at locations in Colorado, Florida, Georgia, Indiana, Missouri, South Carolina, Texas, California, Arizona, New Mexico, Idaho, Utah, Washington, Virginia, Maryland and Delaware.

We believe that our employees help to set us apart from our competitors, and, therefore, we understand they are our greatest asset.

Our employees work at locations in Colorado, Florida, Georgia, Indiana, Missouri, South Carolina, Texas, California, Arizona, New Mexico, Idaho, Utah, Virginia and Maryland.

We believe that our employees help to set us apart from our competitors, and, therefore, we understand

they are our greatest asset.

As a result, a critical part of our business strategy is investing in, supporting and developing our employees so that they are trained and incentivized to provide best-in-class service to our guests.

1 unchanged sentence

We believe we have good relations with our employees.

Diversity, Equity and Inclusion

We strive to recruit new employees based on their diversity of thought, background and experience as well as diversity of personal characteristics to best reflect our guests and communities we serve.

The goal of our diversity, equity and inclusion ("DE&I") efforts is to create more welcoming and inclusive workplaces throughout our dealerships and offices to enable us to attract, retain and develop the careers of diverse, highly talented team members.

Inclusive and Welcoming Culture

We strive to create a welcoming and inclusive workplace throughout our dealerships and offices for our team members who represent a wide range of backgrounds and experiences.

We feel that building this culture enables us to attract, retain and develop the careers of our highly talented team members.

We intend to continue to learn and develop - working towards building a workplace where every Asbury team member feels included and welcomed.

Our Chief Diversity Equity and Inclusion Officer and her team lead the strategic focus and execution of our DE&I strategy in partnership with our operations leadership and support teams throughout the company.

Community Outreach

Through our Asbury Cares program, we support selected community partner organizations to focus on reducing social inequality.

Since 2021, we have awarded all of our employees with an additional 40 hours of paid time off per year that can only be used to volunteer with our local community partners.

Through our Asbury Cares program, we support selected community partner organizations across the nation to help reduce disparities in our communities where we live and serve.

Since 2021, we have awarded all of our full-time employees with an additional 40 hours of paid time off per year that can be used to volunteer with our local community partners.

We have seen significant year-over-year growth in employee participation in our community engagement events.

A significant portion of our Asbury Cares Community Initiative revolves around education and making sure that young people in underserved communities have access to a quality education.

A significant portion of our Asbury Cares Community program revolves around education and making sure that young people in underserved communities have access to a quality education.

We formed a partnership with HBCU Change, an app-based organization that lets users round up their spending and donate to historically black colleges and universities ("HBCU").

2 unchanged sentences

In partnership with HBCU Change, we launched a campaign to help raise funds for HBCUs across the country and in the local communities where we operate.

All the point-of-sale credit card machines in all our locations show a prompt asking our guests if they would like to round up their change or donate $1, $3, $5, or a custom amount to HBCUs in their communities.

At the end of each quarter, the funds raised are donated to the HBCUs across the country.

The point-of-sale credit card machines in our locations show a prompt asking our guests if they would like to round up their change or donate $1, $3, $5, or a custom amount to HBCUs in their communities.

At the end of each quarter, the funds raised are donated to HBCUs across the country.

Through donations from our guests and company match, we have contributed more than $1.5 million to HBCUs since the start of our partnership with HBCU Change in May 2021.

Recruitment and Talent Development

When recruiting for open positions, we search for people of varying backgrounds, perspectives, and experiences in order to support a diverse and inclusive culture.

When recruiting for open positions, we search for the most talented people who each have varying backgrounds, perspectives, and experiences.

We also partner with local colleges and trade schools to develop apprenticeship and internship programs.

41 unchanged sentences

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-K

Item 1. Business