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Item 9A. Controls and Procedures

2023-03-07 compared with 2022-03-15 · 16 added, 240 removed, 165 unchanged (61% of the section changed)

5 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

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 December 31, 2022.

Management Report on Internal Control Over Financial Reporting

Management of AerSale Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Act.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company;

7 unchanged sentences

Based on our assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm on management’s assessment regarding internal control over financial reporting due to the exemption from such requirements established by rules of the SEC for emerging growth companies.

This Annual Report does not include an attestation report of our independent registered accounting firm on management’s assessment regarding internal control over financial reporting due to the exemption from such requirements established by rules of the SEC for emerging growth companies.

Changes in Internal Control over Financial Reporting

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ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our Executive Officers and Directors

As of the date of this report, our directors and executive officers are as follows:

Nicolas Finazzo

Chairman, Chief Executive Officer, Division President, TechOps and Director

Vice Chairman, Division President, Asset Management Solutions and Director

Martin Garmendia

Chief Financial Officer and Treasurer

Division President, MRO Services

Division President, Aircraft & Engine Management

Division President, Airframe & Engine Materials

Division President, Engineered Solutions

Charles McDonald

Chief Technical Officer and Division President of Heavy MRO Services

Executive Vice President, General Counsel & Corporate Secretary

Jonathan Seiffer

Robert Kehler

Michael Kirton

Nicolas Finazzo

Nicolas Finazzo has served on our Board since December 2020.

Finazzo founded AerSale Corp.

in 2008 and has served as Chairman and Chief Executive Officer from inception until January 2019, and again since December 2019.

He has also served as Division President, TechOps since December 2019.

From January 2019 to December 2019, Mr.

Finazzo was Executive Chairman of AerSale Corp.

From 1997 to 2008, Mr.

Finazzo was Co-Founder and Chief Executive Officer of AeroTurbine, Inc., a supplier of aircraft and engine products and MRO service provider.

Finazzo was Vice President and General Counsel of AeroThrust, Inc., parts supplier, MRO service provider and aircraft engine leasing company.

From 1991 to 1997, Mr.

Finazzo was Vice President and General Counsel of International Air Leases, Inc., a used aircraft leasing company.

From 1987 to 1991, Mr.

Finazzo was Vice President of Contracts for Greenwich Air Services, a jet engine MRO service provider.

From 1981 to 1987, Mr.

Finazzo was President of Southern Express Airways, Inc., a commuter airline operating in the United States.

As one of our founders, Chairman and Chief Executive Officer, Mr.

Finazzo brings to the Board significant senior leadership and institutional knowledge of the Company with considerable expertise in MRO services, parts distribution and aircraft and engine leasing sectors of the industry.

Nichols has served on our Board since December 2020.

Nichols founded AerSale Corp.

in 2008 and has served as Vice Chairman since January 2019.

He has also served as Division President, Asset Management Solutions since December 2019.

From 2017 to December 2019, Mr.

Nichols was Principal of AerSale Corp.

From 2008 to 2017, Mr.

Nichols also was Chief Operating Officer of AerSale Corp.

From 1997 to 2008, Mr.

Nichols was Co-Founder and Chief Operating Officer of AeroTurbine, Inc.

From 1990 to 1997, Mr.

Nichols was Vice President of Engine Sales and Leasing for AeroThrust, Inc.

From 1989 to 1990, Mr.

Nichols was Director of Engine Sales and Leasing for Greenwich Air Services.

As one of our founders and our Vice Chairman, Mr.

Nichols brings to the Board significant senior leadership, marketing, technical and global experience along with deep institutional knowledge of the Company, its operations and customer relations.

Martin Garmendia

Martin Garmendia has served as our Chief Financial Officer since 2018.

From 2015 to 2018, he served as our Senior Vice President of Finance and Corporate Controller.

From 2006 to 2015, Mr.

Garmendia had various roles for NextEra Energy (NYSE:

NEE) including Senior Director of Corporate Accounting for Florida Power & Light, a power utility company and Controller during the IPO of NextEra Energy Partners (NYSE:

From 2003 to 2006, Mr.

Garmendia had various roles for Bacardi USA, Inc., a spirits company, including Finance Manager of the Forecast Budget & Analysis Group.

From 2000 to 2003, Mr.

Garmendia was a Senior Auditor in the Assurance & Advisory Practice at Deloitte & Touche, LLP, a multinational professional services network and accounting firm.

Garmendia is a Certified Public Accountant in the State of Florida.

Basil Barimo has served as our Division President, MRO Services since December 2019.

From January 2019 to December 2019, he served as our Chief Executive Officer and from 2017 to January 2019, Mr.

Barimo was Chief Operating Officer of AerSale Corp.

From 2010 to 2017, Mr.

Barimo was Executive Vice President of Repair for the NORDAM Group, an aerospace components MRO service provider.

From 2003 to 2009, Mr.

Barimo was the Vice President of Operations and Safety for Air Transport Association of America, a U.S.

trade association and lobbying group.

From 2002 to 2003, Mr.

Barimo was the Vice President of Operations for Avborne, Inc., a supplier of mid-life aircraft, engines and used serviceable material, and MRO service provider.

From 1989 to 2002, Mr.

Barimo was the Senior Director of Maintenance Quality Assurance for US Airways, Inc., a commercial airline.

Craig Wright has served as our Division President, Aircraft & Engine Management since December 2019.

From January 2019 to December 2019, he was the President of AerSale Corp.

From June 2017 to January 2019, Mr.

Wright was Chief Commercial Officer of AerSale Corp.

From 2010 to 2017, he was Senior Vice President of Aircraft Leasing for AerSale Corp.

From 2006 to 2010, he was Vice President of Fleet for Macquarie AirFinance, a global aircraft leasing company.

From 2001 to 2006, Mr.

Wright was Director of Corporate Finance for GATX Capital Corp., working in multiple business units including rail/locomotive, IT equipment and aviation finance.

From 1990 to 1998, Mr.

Wright was a Consulting Engineer for Lin & Associates, Inc., a specialized structural engineering company.

Gary Jones has served as President of our Materials Group since 2019.

From 1999 through 2019, he was President and Chief Executive Officer of Qwest Air Parts, a supplier and distributor of commercial aviation parts that was acquired by AerSale Corp.

From 1983 to 1998, Mr.

Jones was Vice President of Acquisitions for GE Capital Aviation Services, a commercial aviation financing and leasing company.

Iso Nezaj has served as our Division President, Engineered Solution since 2017.

He also previously serviced as our Chief Technical Officer from 2019 to 2021.

From 2014 to 2017, Mr.

Nezaj was our Senior Vice President of Technical Services.

From 2010 to 2014, Mr.

Nezaj was our Vice President in Technical Services.

From 2009 to 2010, he was President of Air One Maintenance & Engineering LLC, a maintenance repair operation service provider.

From 2000 to 2009, Mr.

Nezaj was General Manager of Commercial Jet Inc., a maintenance repair operation service provider.

From 1997 to 1999, Mr.

Nezaj was Vice President and Chief Operating Officer of Skytrak International Airlines, Inc., a US FAR certified 21 commercial airline.

From 1995 to 1997, Mr.

Nezaj was Vice President of Engineering for Aeron Equities, Inc., a leasing aviation company.

From 1993 to 1994, Mr.

Nezaj was Director of Quality Assurance and Engineering for Kiwi International Airlines, Inc., a US FAR certified 121 commercial airline.

Charles McDonald

Charles McDonald was appointed the Chief Technical Officer and Divisional President of Heavy MRO Services for AerSale effective March 11, 2022.

Prior to this appointment, Mr.

McDonald was employed by AerSale as the Senior Vice President of MRO Services since December 2016.

Prior to joining AerSale, Mr.

McDonald worked as a consultant in the aviation industry from August 2013 to December 2016.

Prior to working as a consultant, Mr.

McDonald worked for Global Aviation Holdings as its Chief Executive Officer from February 2013 to August 2013 and its President from April 2008 to February 2013.

McDonald also served as the Senior Vice President and Chief Operating Officer for World Airways from May 2004 to April 2008 and Trans Meridian Airlines from December 2001 to May 2004.

Prior to these executive positions, Mr.

McDonald worked in a variety of aviation positions for over 10 years including Vice President of Maintenance and Engineering, Director of Business Development and Director of Customer and Technical Support for Trans Meridian Airlines, British Aerospace Regional Aircraft and AMR Eagle.

McDonald attended the Spartan College of Aeronautics, the former Chairman of the National Air Carriers Association, an FAA Certified A/P Mechanic, and served in the United States Army.

Fry has been the Executive Vice President, General Counsel and Corporate Secretary of AerSale Corporation since January 24, 2022.

Prior to joining AerSale, Mr.

Fry served as the Vice President, General Counsel and Corporate Secretary for Yellow Corporation from April 2015 to February 2020 and also served in the same capacity for Swift Transportation Company from January 2008 to April 2015.

Prior to joining Swift Transportation, and since 1996, Mr.

Fry held the positions of General Counsel and Corporate Secretary as well as Corporate Counsel for both private and publicly-traded company aviation companies including Hamilton Aerospace and World Airways.

Fry also worked as an attorney in private practice in Pennsylvania prior to his in-house positions.

Fry is a Schreyer Honors graduate from the Pennsylvania State University and obtained his Juris Doctor from the Temple University School of Law.

Non-Employee Directors

Jonathan Seiffer

Jonathan Seiffer has served on our Board since December 2020.

Seiffer currently serves as Senior Partner with Leonard Green & Partners, L.P.

(“Leonard Green”), a private equity firm which is one of AerSale Corporation’s significant shareholders, which he joined in 1994.

Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette.

Seiffer currently serves on the boards of AerSale Corporation, Signet Jewelers Limited, Authentic Brands Group, Caliber Collision Centers, Mister Car Wash, SRS Distribution, Mariner Wealth Advisors, Parts Town, West Shore Home and Sun Auto.

Seiffer brings particular knowledge and experience in finance, and broad-based experience in the leadership of distribution businesses.

Seiffer brings to the board significant strategic leadership, experience in the investment industry and valuable global business perspective.

Zahler has served on our Board since December 2020 and previously served on the Board of Monocle Holdings, Inc.

prior to the Merger.

Zahler is a Co-Founder and managing member of Monocle Partners, LLC.

Zahler served as Co-Founder, President and Chief Executive Officer of Monocle Acquisition Corporation (Nasdaq:

MNCL), whose business combination with AerSale Corp.

was consummated in 2020.

He has over 35 years of senior leadership, strategy, operations, and governance experience with aerospace and defense companies.

Until 2018, Mr.

Zahler was a Co-Founder and Managing Director of Sagamore Capital, a private equity firm pursuing investments in the aerospace and defense, industrial electronics, and selected business service markets.

Prior to founding Sagamore Capital.

Zahler was President and Chief Operating Officer of Loral Space & Communications, Inc.

for eight years and also served on Loral’s Board of Directors.

Zahler was a senior member of the management of Loral since 1992.

Zahler is a member of the Board of Directors of Maxar Technologies (NYSE:

MAXR), a leading global provider of advanced space technology solutions for commercial and government markets.

He is also a member of the Board of Directors of Sequa Corporation, a portfolio company of The Carlyle Group, which provides the global airline industry with a broad range of aftermarket services, and is Chairman of the Board of Nexteon Technologies, Inc., a development-stage, private company pursuing opportunities in commercial air traffic management and aircraft navigation and surveillance.

Previously, Mr.

Zahler served on the board of directors of ExactEarth, Ltd.

XCT), Actel Corporation (NASDAQ:

ACTL), and EasyLink Services Corporation, (NASDAQ:

From 1975 to 1992, Mr.

Zahler was an attorney at Fried, Frank, Harris, Shriver & Jacobson, where he was elected Partner in 1983.

At Fried, Frank, he represented numerous aerospace and defense companies in all aspects of their interactions with the U.S.

Zahler holds a Bachelor of Science degree in mathematics from Yale University and a law degree from Harvard Law School.

Zahler brings to the Board, leadership and operations experience in executive leadership roles at global public companies, as well as accounting and financial expertise with corporate governance experience.

Devabhaktuni has served on our Board since December 2020 and previously served on the Board of Monocle Holdings, Inc.

prior to the Business Combination.

Devabhaktuni is Co-Founder and Chairman of the Board of Directors of Monocle Acquisition Corporation (“Monocle”;

MNCL), whose business combination with AerSale Corp.

was consummated in 2020.

Prior to Monocle, Mr.

Devabhaktuni was Head of Corporate Distressed Portfolio Management at Pacific Investment Management Company (“PIMCO”).

While at PIMCO, Mr.

Devabhaktuni served in various capacities on investment committees of numerous investment funds.

Prior to PIMCO, and from 1998 to 2010, he was a Managing Principal at MHR Fund Management LLC (“MHR”) where he was involved in all aspects of the investment process and worked closely with senior management teams of portfolio companies on operational improvements and growth initiatives.

Prior to MHR, Mr.

Devabhaktuni was a member of the event-driven strategies group at Highbridge Capital Management LLC, and a member of the corporate finance, capital markets and emerging markets groups of Nomura Securities.

Devabhaktuni holds a Bachelor of Science in Economics, with concentrations in

Finance, Economics and Legal Studies from the Wharton School of the University of Pennsylvania.

Devabhaktuni has served on the Board of Directors of Loral Space & Communications, Inc.

LORL) and Applied Natural Gas Fuels Inc., and currently serves on the Board of Directors of Sequa Corporation.

Devabhaktuni brings to the board experience in finance, asset management, capital markets and capital management, experience as a senior executive and perspective as an institutional investor.

Townsend has served on our Board since December 2020.

Prior to the Business Combination, Mr.

Townsend served as the Executive Vice President and Chief Financial Officer of Monocle Acquisition Corporation (“Monocle”;

MNCL), whose business combination with AerSale Corp.

was consummated in 2020.

Townsend brings 40 years of knowledge and experience in finance, strategy and operations.

Prior to Monocle, Mr.

Townsend was a Managing Partner at Rangeley Capital (“Rangeley”), with responsibilities as a Portfolio Manager and Chief Operating Officer from 2008 to 2017, and subsequently as an Advisory Partner.

Prior to Rangeley, Mr.

Townsend was Executive Vice President and Chief Financial Officer of Loral Space & Communications, Inc.

LORL) from 1998 to 2007, where he was responsible for all financial aspects of the business.

From 1996 to 1998, Mr.

Townsend served as the Corporate Controller and Director of Strategy of ITT Industries (NYSE:

Townsend spent the prior 17 years in various roles in operations and financial Management at IBM (NYSE:

IBM), including serving as Controller for EMEA (Europe, Middle East and Africa) in France.

Prior to IBM, Mr.

Townsend was a mechanical engineer at General Electric’s Nuclear Energy Division (NYSE:

Townsend holds a Bachelor of Science degree in Mechanical Engineering from the University of Michigan, a Master of Science degree in Engineering from the University of California at Berkeley and an MBA from Stanford University.

Townsend brings to the Board extensive experience as a senior operating and finance executive for large public companies.

Robert Kehler

Robert Kehler, USAF (ret), has served as a director of Monocle Acquisition Corp since its prospectus.

He has 43 years of leadership, strategy and governance experience related to military operations of the United States of America.

General Kehler currently serves on the board of directors of Maxar Technologies Ltd.

MAXR) and Connect Bidco Ltd.

(parent of Inmarsat) and is a senior advisor to McKinsey and Company.

General Kehler retired from the United States Air Force in December 2013 after almost 39 years of distinguished service.

From January 2011 until November 2013, he served as the Commander, United States Strategic Command (“USSTRATCOM”), where he was directly responsible to the Secretary of Defense and President for the plans and operations of all U.S.

forces conducting strategic deterrence, nuclear alert, global strike, space, cyberspace and associated operations.

Prior to commanding USSTRATCOM, General Kehler commanded United States Air Force Space Command (predecessor to the United States Space Force) and two operational space wings conducting space launch, missile warning, and space control missions.

He also commanded an intercontinental ballistic missile squadron and group.

General Kehler entered the Air Force in 1975 as a Distinguished Graduate of the Pennsylvania State University R.O.T.C.

program, has master’s degrees in Public Administration and National Security and Strategic Studies, and completed executive development programs at Carnegie-Mellon, Syracuse, and Harvard Universities.

His military awards include the Defense Distinguished and Superior Service Medals, the Distinguished Service Medal (2 awards), Legion of Merit (3 awards), and the French Legion of Honor (Officer).

General Kehler is an Affiliate of Stanford’s Center for International Security and Cooperation and a Senior Fellow of the National Defense University.

Kehler brings to the Board over 40 years of leadership and governance experience and extensive involvement serving as a director and member of board committees.

Peter Nolan has served on our Board since December 2020.

Nolan is the Chairman of Nolan Capital, a private investment company, and is also a senior advisor to Leonard Green & Partners, L.P., a private equity firm, and was previously a managing partner of Leonard Green & Partners.

Nolan currently serves on the board of directors of Activision and AerSale, among others.

Prior to becoming a partner at Leonard Green & Partners in 1997, Mr.

Nolan served as a managing director and the Co-Head of Donaldson, Lufkin and Jenrette’s Los Angeles Investment Banking Division from 1990 to 1997, as a First Vice President in corporate finance at Drexel Burnham Lambert from 1986 to 1990, and as a Vice President at Prudential Securities, Inc.

from 1982 to 1986.

Prior to 1982, Mr.

Nolan was an associate at Manufacturers Hanover Trust Company.

Nolan brings to the board experience in finance, asset management, capital markets and capital management, experience as a senior executive and perspective as an institutional investor.

Michael Kirton

Michael Kirton has served on our Board since December 2020.

Kirton currently serves as Partner with Leonard Green which he joined in 2007.

Before joining Leonard Green, he worked in corporate finance at Credit Suisse First Boston.

Kirton currently serves on the boards of AerSale, Charter NEX, Fineline Technologies, ProMach, Pure Gym, The Wrench Group, and Stella Environmental.

Kirton brings particular knowledge and experience in finance and broad-based experience in the leadership of middle-market businesses.

Kirton brings to the board experience in finance, asset management, capital markets and capital management, experience as a senior executive and perspective as an institutional investor.

The remainder of the response to this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 11 EXECUTIVE COMPENSATION

18 unchanged sentences

(1) Consists of the AerSale Corporation 2020 Equity Incentive Plan (the “2020 Plan”) and the AerSale Corporation 2020 Employee Stock Purchase Plan (the “ESPP”).

(2) All outstanding awards represent 3,264,300 shares and 11,988 shares pursuant to the 2020 Plan and the ESPP, respectively.

(2) All outstanding awards represent shares pursuant to the 2020 Plan.

The shares pursuant to the 2020 Plan include 1,063,333 performance-based awards expected to achieve the performance milestones at the 200% vesting target.

(3) Under the 2020 Plan, a total of 2,500,700 shares were available for issuance in the form of restricted stock, restricted stock units, stock appreciation rights, stock options, or other stock-based or cash-based awards as of December 31, 2021.

(3) Under the 2020 Plan, a total of 809,620 shares were available for issuance in the form of restricted stock, restricted stock units, stock options, or other stock-based or cash-based awards as of December 31, 2022.

Under the ESPP, a total of 453,274 shares were available for issuance as of December 31, 2022.

10 unchanged sentences

(a)(3) Exhibits.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

The following is a list of exhibits filed as part of this Annual Report.

Filed/Furnished

7 unchanged sentences

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Monocle Holdings Inc., dated December 22, 2020.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Monocle Holdings, Inc., dated June 17, 2021.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AerSale Corporation, dated June 17, 2021.

Amended and Restated Bylaws of Monocle Holdings Inc., dated October 13, 2020.

Amendment No.

1 to the Amended and Restated Bylaws of Monocle Holdings Inc., dated December 22, 2020.

1 to the Amended and Restated Bylaws of AerSale Corporation, dated December 22, 2020.

Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended, of AerSale Corporation, dated June 17, 2021.

Specimen Common Stock Certificate of Monocle Holdings Inc.

1 unchanged sentence

Warrant Agreement, dated February 6, 2019, between Monocle Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent.

Assignment and Assumption Agreement, dated December 22, 2020, by and among Monocle Holdings Inc., Monocle Acquisition Corporation and Continental Stock Transfer & Trust Company.

Description of the Registrant’s Securities

5 unchanged sentences

and AerSale Corp.

Form of Subscription Agreement.

Form of Issuance Agreement.

Amended and Restated Registration Rights Agreement, dated December 22, 2020, by and among Monocle Holdings Inc., Monocle Acquisition Corporation, Monocle Partners, LLC, Cowen Investments II LLC, C.

2 unchanged sentences

Pescatore, Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., LGP Parts Coinvest LLC., Florida Growth Fund LLC, Enarey, LP and ThoughtValley Limited Partnership.

Lock-Up Agreement, dated December 22, 2020, by and among Monocle Holdings Inc., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., LGP Parts Coinvest LLC., Florida Growth Fund LLC, Enarey, LP and ThoughtValley Limited Partnership.

Assignment and Assumption Agreement, dated December 22, 2020, by and among Monocle Holdings Inc., Monocle Acquisition Corporation and Continental Stock Transfer & Trust Company.

Company Support and Mutual Release Agreement, dated September 8, 2020, by and among Monocle Acquisition Corporation, Monocle Holdings Inc., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., LGP Parts Coinvest LLC., Florida Growth Fund LLC, Enarey, LP and ThoughtValley Limited Partnership.

Executive Offer Letter between AerSale Inc.

63 unchanged sentences

/s/ Martin Garmendia

Chief Financial Officer, Treasurer and Secretary

Chief Financial Officer and Treasurer

March 7, 2023

17 unchanged sentences

Michael Kirton

General Judith A.

March 7, 2023

General Judith A.

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 9A. Controls and Procedures