What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-02-15 compared with 2023-02-21 · 88 added, 85 removed, 105 unchanged (62% of the section changed)

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

The following discussion and analysis of the financial condition and results of operations of Aurora should be read together with Aurora’s Consolidated Financial Statements, included elsewhere in this Annual Report.

The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance.

The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aurora’s control and actual results may differ significantly from those projected in the forward-looking statements.

Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in “Part I, Item 1A.

Risk Factors” of this Annual Report and under the heading “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report.

Percentage amounts included in this Annual Report have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding.

For this reason, percentage amounts in this Annual Report may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual Report.

The following discussion and analysis of the financial condition and results of operations should be read together with the consolidated financial statements included elsewhere in this Annual Report.

This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in “Part I, Item 1A.

Risk Factors” and under the heading “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report.

Unless otherwise indicated or the context otherwise requires, references to “Aurora,” “we,” “us,” “our” and other similar terms in this section refer to Aurora Innovation, Inc.

and its consolidated subsidiaries.

Percentage amounts have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding.

For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual Report.

Certain other amounts that appear in this Annual Report may not sum due to rounding.

Unless otherwise indicated or the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Aurora,” “we,” “us,” “our” and other similar terms refer to Legacy Aurora prior to the Merger and to Aurora and its consolidated subsidiaries after giving effect to the Merger.

Corporate History and Background

On November 3, 2021 (the “Closing Date”), Aurora Innovation, Inc.

(f/k/a Reinvent Technology Partners Y and referred to herein as the “Company”), consummated a business combination with Aurora Innovation Holdings, Inc., a Delaware corporation (f/k/a Aurora Innovation, Inc.

and referred to herein as “Legacy Aurora”), and RTPY Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”), by and among the Company, Legacy Aurora and Merger Sub.

Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Aurora was effected through the merger of Merger Sub with and into Legacy Aurora, with Legacy Aurora continuing as the surviving company and as a wholly-owned subsidiary of the Company.

On the Closing Date, the Company changed its name from Reinvent Technology Partners Y to Aurora Innovation, Inc.

Aurora’s Business

Aurora is developing the Aurora Driver based on what it believes to be the most advanced and scalable suite of self-driving hardware, software, and data services in the world to fundamentally transform the global transportation market.

Aurora is developing the Aurora Driver based on what we believe to be the most advanced and scalable suite of self-driving hardware, software, and data services in the world to fundamentally transform the global transportation market.

The Aurora Driver is designed as a platform to adapt and interoperate amongst vehicle types and applications.

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By creating one driver system for multiple vehicle types and use cases, Aurora’s capabilities in one market reinforce and strengthen its competitive advantages in others.

For example, highway driving capabilities developed for trucking will carry to highway segments driven by passenger vehicles in ride hailing applications.

We believe this approach will enable us to target and transform multiple massive markets, including trucking, passenger mobility, and local goods delivery market.

We expect that the Aurora Driver will ultimately be commercialized in a Driver as a Service (“DaaS”) business model, in which we will supply self-driving technology.

For example, highway driving capabilities developed for trucking will carry over to highway segments driven by passenger vehicles in ride-hailing applications.

We believe this approach will enable us to target and transform the transportation landscape, including trucking, passenger mobility, and local goods delivery market.

We expect that the Aurora Driver will ultimately be commercialized in a Driver as a Service (“DaaS”) business model, in which customers or third parties will purchase, manage, and maintain fleets directly, while subscribing to the Aurora Driver and a suite of related services.

We do not intend to own nor operate a large number of vehicles ourselves.

Throughout commercialization, we expect to earn revenue on a fee per mile basis.

We intend to partner with OEMs, fleet operators, and other third parties to commercialize and support Aurora-powered vehicles.

We expect that these strategic partners will support activities such as vehicle manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed.

We intend to partner with OEMs, Tier 1 automotive supplier, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles.

We expect that these strategic partners will support activities such as vehicle and hardware manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed.

We expect this DaaS model to enable an asset-light and high margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships.

During the start of commercialization, though, we expect to briefly operate our own logistics and mobility services, where we own and operate a small fleet of vehicles equipped with our Aurora Driver.

This level of control is useful during early commercialization as we will define operational processes and playbooks for our partners.

During the start of commercialization, though, we expect to briefly operate our own logistics and mobility services, where we own or lease and operate a small fleet of vehicles equipped with our Aurora Driver.

This level of control is useful during early commercialization as we define operational processes and playbooks for our partners.

We plan to first launch Aurora Horizon, our driverless trucking subscription service, as we believe that is where we can make the largest impact the fastest, given the massive industry demand, attractive unit economics, and the ability to deploy on high volume highway-focused routes.

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Significant Events and Transactions

On November 3, 2021, the Company consummated a business combination with Legacy Aurora pursuant to the terms of the Merger Agreement.

The Merger was accounted for as a reverse recapitalization.

Under this method of accounting, Legacy Aurora was treated as the acquirer while the Company was treated as the acquired company for financial statement reporting purposes.

The Merger provided an increase in cash and cash equivalents of $1,134 million including $1,000 million in proceeds from the private investment in public equity (“PIPE”) transaction that was consummated with the Merger.

Transaction costs incurred by both parties to the Merger totaled $88 million.

As a result of the Merger, we became the successor to a SEC-registered and Nasdaq-listed company which required us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices.

We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

ATG Business Combination

On January 19, 2021, Aurora acquired 100% of the voting interests of ATG, the self-driving technology division of Uber.

The acquisition date fair value of the consideration transferred was $1,916 million, which consisted of both preferred and common stock issued to the shareholders of ATG.

Aurora accounted for the acquisition as a business combination and recognized the assets acquired and liabilities assumed at fair value on the date of acquisition.

The excess of purchase consideration over the fair value of the assets acquired was recorded as goodwill.

Private Placement

On July 21, 2023, we completed a private placement (the “Private Placement”), in which we sold approximately 222 million shares of Class A common stock at a price of $2.70 per share, for proceeds of $584 million, net of transaction costs.

In connection with the Private Placement, we entered into a registration rights agreement, dated July 18, 2023 (“Private Placement Registration Rights Agreement”), with certain existing institutional and strategic investors, entities affiliated with two of our directors, and new institutional investors.

Pursuant to the Private Placement Registration Rights Agreement, on July 21, 2023, we filed a registration statement with the Securities and Exchange Commission (the “SEC”) for the registration for resale of the securities sold in the Private Placement.

Public Offering

On July 21, 2023, we completed a public offering (the “Public Offering”) of approximately 73 million shares of Class A common stock at a price of $3.00 per share, for proceeds of $212 million, net of transaction costs.

Following the Public Offering, we issued an additional 11 million shares of our Class A common stock in connection with the exercise of the underwriters’ over-allotment option, for proceeds of $32 million, net of transaction costs.

Continental Strategic Partnership Agreement

On April 26, 2023, we entered into a Strategic Partnership Agreement with Continental Automotive Technologies GmbH and its wholly owned subsidiary, Continental Autonomous Mobility Germany GmbH (collectively, “Continental”), which was amended on August 30, 2023 to memorialize a short term extension of the finalization period.

On September 27, 2023, the parties further amended and restated the Strategic Partnership Agreement in its entirety, which among other things, marked the completion of such finalization period, memorialized the achievement of a milestone contemplated therein, aligned on additional parameters, including certain additional details related to development costs and costs of Aurora’s future generation of its Aurora Driver hardware system, finalized certain appendices in accordance therewith, and extended the term of the agreement for an additional three months.

Pursuant to the Strategic Partnership Agreement, Continental will, among other things, act as our “Hardware-as-a-Service” partner for the production, provision, and full lifecycle support of the future generation of the Aurora Driver system.

The Strategic Partnership Agreement provides that we will pay Continental on a per-mile basis for vehicles operated by the Aurora Driver using the future generation of our Aurora Driver hardware system.

The term of the Strategic Partnership Agreement continues until March 31, 2031.

Pursuant to the Strategic Partnership Agreement, Aurora and Continental are each subject to defined and limited exclusivity periods, subject to various exclusions and early termination triggers.

Global Economic Conditions

The COVID-19 pandemic that began in late 2019 introduced significant volatility to the global economy, disrupted supply chains and had a widespread adverse effect on the financial markets.

Additionally, changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the conflict in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, have led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates.

Unfavorable conditions in the economy in the United States and abroad may negatively affect the growth of our business and our results of operations.

For example, macroeconomic events, including rising inflation, tensions in U.S.-China relations, the COVID-19 pandemic, the U.S.

Federal Reserve raising interest rates, recent and potential future disruptions in access to bank deposits and lending commitments due to bank failures, the Russia-Ukraine war, and the Israel-Hamas war have led to economic uncertainty and volatility globally.

The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods.

Moreover, negative macroeconomic conditions could adversely impact our ability to obtain financing in the future on terms acceptable to us, or at all.

In addition, the geopolitical instability and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the United States.

Our operating results could be materially impacted by these changes and other changes in the overall macroeconomic environment and other economic factors.

Worldwide economic conditions remain uncertain, particularly due to the effects of the COVID-19 pandemic and increased inflation.

The general economic and capital market conditions both in the U.S.

and worldwide, have been volatile in the past.

The capital and credit markets may not be available to support future capital raising activity on favorable terms.

If economic conditions decline, our future cost of equity or debt capital and access to the capital markets could be adversely affected.

Results of Operations

Comparison of the Twelve Months Ended December 31, 2023 to the Twelve Months Ended December 31, 2022

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(in millions, except for percentages) 2023 2022

Collaboration revenue $ 68 $ 82 $ (14) (17) %

Collaboration revenue $ — $ 68 $ (68) n/m (1)

Operating expenses:

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Change in fair value of derivative liabilities (20) 114 (134) (118) %

Other income (expense), net 15 (9) 24 (267) %

Other income, net

59 15 44 293%

Loss before income taxes (796) (1,723) 927 (54) %

Income tax benefit — (5) 5 n/m (1)

Income tax expense

— — — n/m (1)

Net loss $ (796) $ (1,723) $ 927 (54) %

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Collaboration revenue

Collaboration revenue decreased by $14 million, or 17%, to $68 million in the twelve months ended December 31, 2022 from $82 million in the twelve months ended December 31, 2021 due to lower hours incurred under the collaboration project plan with Toyota Motor Corporation.

Through December 31, 2022, the Company has recognized all $150 million of collaboration revenue provided under the collaboration project plan.

Collaboration revenue was $68 million in the twelve months ended December 31, 2022 under the collaboration project plan with Toyota Motor Corporation.

As of December 31, 2022, the Company had recognized all revenue associated with cash payments received under the collaboration project plan and.

As a result, no revenue was recognized during the twelve months ended December 31, 2023.

Operating expenses

Research and development decreased by $20 million, or 3%, to $677 million in the twelve months ended December 31, 2022 from $697 million in the twelve months ended December 31, 2021, primarily driven by a decrease in stock-based compensation and severance expense, partially offset by an increase in payroll costs and hardware developments costs.

Selling, general and administrative increased by $13 million, or 11%, to $129 million in the twelve months ended December 31, 2022 from $116 million in the twelve months ended December 31, 2021, primarily driven by an increase in payroll, stock-based compensation and insurance costs, partially offset by a decrease in professional services costs.

The Company recognized a goodwill impairment of $1,114 million during the twelve months ended December 31, 2022 as a result of goodwill impairment assessments performed due to significant declines in the market price of the Company’s Class A common stock and its market capitalization during the second and fourth quarters.

Research and development expenses increased by $39 million, or 6%, to $716 million in the twelve months ended December 31, 2023 from $677 million in the twelve months ended December 31, 2022, primarily driven by an increase in personnel and software development costs, partially offset by a decrease in hardware development costs.

Research and development expenses included non-cash stock-based compensation of $139 million and $137 million in the twelve months ended December 31, 2023 and 2022, respectively.

Selling, general and administrative expenses decreased by $10 million, or 8%, to $119 million in the twelve months ended December 31, 2023 from $129 million in the twelve months ended December 31, 2022 primarily driven by a decrease in insurance costs.

Selling, general and administrative expenses included non-cash stock-based compensation of $21 million and $19 million in the twelve months ended December 31, 2023 and 2022, respectively.

The Company recognized goodwill impairment of $1,114 million during the twelve months ended December 31, 2022 as a result of goodwill impairment assessments performed due to significant declines in the market price of the Company’s Class A common stock and its market capitalization.

No goodwill impairment was recorded during the twelve months ended December 31, 2023.

Other income (expense)

The change in fair value of derivative liabilities resulted in a gain of $114 million in the twelve months ended December 31, 2022 from a loss of $20 million in the twelve months ended December 31, 2021 primarily due to the change in the market price for the underlying instrument.

Other income, net was $15 million in the twelve months ended December 31, 2022, primarily due to interest income earned on short-term investments.

Other expense, net was $9 million in the twelve months ended December 31, 2021, primarily due to transaction costs and losses on the disposal of IT equipment.

Income tax benefit

An income tax benefit was recognized in the twelve months ended December 31, 2021 due to the release of a deferred tax asset valuation allowance as a result of deferred tax liabilities incurred from the acquisition of OURS Technology, Inc.

The change in fair value of derivative liabilities resulted in an expense of $20 million and income of $114 million in the twelve months ended December 31, 2023 and 2022, respectively, primarily due to the change in the market price for the underlying instrument.

Other income, net was $59 million in the twelve months ended December 31, 2023, compared to $15 million in the twelve months ended December 31, 2022, primarily due to an increase in interest income earned on cash equivalents and investments.

Comparison of the Twelve Months Ended December 31, 2022 to the Twelve Months Ended December 31, 2021

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(in millions, except for percentages) 2022 2021

Collaboration revenue $ 82 $ — $ 82 n/m (1)

Collaboration revenue $ 68 $ 82 $ (14) (17) %

Operating expenses:

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Other income (expense):

Change in fair value of derivative liabilities (20) — (20) n/m (1)

Other income (expense), net (9) 4 (13) n/m (1)

Change in fair value of derivative liabilities 114 (20) 134 (670) %

Other income (expense), net 15 (9) 24 -267%

Loss before income taxes (1,723) (760) (963) 127 %

Income tax benefit (5) — (5) n/m (1)

Income tax benefit

— (5) 5 n/m (1)

Net loss $ (1,723) $ (755) $ (968) 128 %

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Collaboration revenue

Collaboration revenue increased by $82 million in the twelve months ended December 31, 2021 due to hours incurred under the collaboration project plan with Toyota Motor Corporation.

Operating expenses

Research and development increased by $518 million, or 289%, to $697 million in the twelve months ended December 31, 2021 from $179 million in the twelve months ended December 31, 2020, primarily driven by an increase in payroll costs, stock-based compensation and other software and hardware developments costs.

Selling, general and administrative increased by $77 million, or 197%, to $116 million in the twelve months ended December 31, 2021 from $39 million in the twelve months ended December 31, 2020, primarily driven by an increase in payroll and professional services costs.

Other income (expense), net

The change in fair value of derivative liabilities resulted in a loss of $20 million in the twelve months ended December 31, 2021 primarily due to the change in the market price for the underlying instrument.

Other expense, net was $9 million in the twelve months ended December 31, 2021, primarily due to transaction costs and losses on the disposal of IT equipment.

Other income, net was $4 million in the twelve months ended December 31, 2020, primarily related to interest income earned on short-term investments.

The change in fair value of derivative liabilities resulted in income of $114 million in the twelve months ended December 31, 2022 from a loss of $20 million in the twelve months ended December 31, 2021 primarily due to the change in the market price for the underlying instrument.

Other income, net was $15 million in the twelve months ended December 31, 2022, primarily due to transaction costs and losses on the disposal of IT equipment.

Other expense, net was $9 million in the twelve months ended December 31, 2021, primarily related to interest income earned on short-term investments.

Income tax benefit

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Liquidity and Capital Resources

As of December 31, 2022, our principal sources of liquidity were $262 million of cash and cash equivalents and $839 million of short-term investments, exclusive of restricted cash of $15 million.

As of December 31, 2023, our principal sources of liquidity were $501 million of cash and cash equivalents, $699 million of short-term investments, and $148 million of long-term investments with maturities within 2 years, exclusive of restricted cash of $17 million.

Cash and cash equivalents primarily consist of money market funds and U.S.

Treasury securities.

Short-term investments consist of U.S.

Treasury securities.

Treasury securities as well as commercial paper.

Short-term and long-term investments consist of primarily U.S.

Treasury securities as well as corporate bonds.

We have incurred negative cash flows from operating activities and significant losses from operations in the past.

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$ (598) $ (508) $ (564)

Net cash (used in) provided by investing activities

(852) 250 343

Net cash provided by (used in) investing activities

Net cash provided by financing activities

Net (decrease) increase

Net increase (decrease)

241 (1,349) 1,226

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Cash Flows Used in Operating Activities

Net cash used in operating activities was $508 million for the twelve months ended December 31, 2022, a decrease of $56 million from $564 million for the twelve months ended December 31, 2021.

The change in operating cash flows was primarily due to an increase of cash received under the collaboration project plan with Toyota Motor Corporation and a decrease of professional expenses and other expenses paid in connection with the acquisition of ATG which did not recur during the most recent period partially offset by increased incentive compensation payments.

Net cash used in operating activities for the twelve months ended December 31, 2021 increased $372 million from $192 million for the twelve months ended December 31, 2020 primarily due to increased payroll costs due to an increased headcount resulting from acquisitions.

Cash Flows (Used in) Provided by Investing Activities

Net cash used in investing activities increased by $1,102 million in the twelve months ended December 31, 2022 from the twelve months ended December 31, 2021, primarily due to the net purchases of short-term investments of $837 million, and the comparative period including $294 million in net cash acquired through the acquisitions of businesses.

Net cash provided by investing activities for the twelve months ended December 31, 2021 decreased by $93 million from $343 million for the twelve months ended December 31, 2020 primarily due net maturities of short-term investments in the comparative period, partially offset by net cash acquired through the acquisitions of businesses.

Net cash used in operating activities increased by $90 million in the twelve months ended December 31, 2023 from $508 million for the twelve months ended December 31, 2022 primarily due to receipts in the comparative period of the final payments under the collaboration project plan with Toyota.

Net cash used in operating activities decreased by $56 million in the twelve months ended December 31, 2022 from $564 million for the twelve months ended December 31, 2021 primarily due to an increase of cash received under the collaboration project plan with Toyota and a decrease of professional expenses and other non-recurring expenses paid in connection with the acquisition of ATG partially offset by increased incentive compensation payments.

Cash Flows Provided by (Used in) Investing Activities

Net cash provided by investing activities increased by $860 million in the twelve months ended December 31, 2023 from $852 million of net cash used in the twelve months ended December 31, 2022, primarily due to the net purchases of short-term investments in the comparative period.

Net cash used in investing activities decreased by $1,102 million in the twelve months ended December 31, 2022 from $250 million of net cash provided in the twelve months ended December 31, 2021 primarily due to net purchases of short-term investments, partially offset by net cash acquired through the acquisitions of businesses in the comparative period.

Cash used for purchases of property and equipment were $15 million, $15 million and $48 million in the twelve months ended December 31, 2023,2022 and 2021, respectively.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities in the twelve months ended December 31, 2021 included net proceeds from the Merger of $1,134 million and net proceeds from the issuance of Series U-2 preferred stock of $398 million.

Net cash provided by financing activities increased by $820 million in the twelve months ended December 31, 2023 from $11 million for the twelve months ended December 31, 2022 due to net proceeds received from the Private Placement and Public Offering,

Net cash provided by financing activities decreased by $1,529 million in the twelve months ended December 31, 2022 from $1,540 million for the twelve months ended December 31, 2022 due to the comparative period including net proceeds from the Merger and net proceeds from the issuance of Series U-2 preferred stock.

Contractual Obligations, Commitments and Contingencies

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Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.

Business Combinations

We allocate the fair value of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values.

The excess of the fair value of purchase consideration over the net assets acquired is recorded as goodwill.

Such fair values require significant estimates and assumptions, especially with respect to the valuation of acquired intangible assets.

Significant estimates and assumptions utilized in the valuation of certain intangible assets include, but are not limited to, estimated replacement cost, profit margin, opportunity cost, useful lives, and discount rates.

Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all necessary information is received, and is not to exceed one year from the acquisition date.

Acquisition Related Intangible Assets

Acquired intangible assets primarily consist of in-process research and development (“IPR&D”) from the Company’s historical acquisitions.

IPR&D assets are reviewed for impairment considerations annually on December 31, or whenever events or circumstances indicate that the carrying amounts may not be recoverable.

If indicators of impairment exist, the Company calculates the value of the assets with significant estimates and assumptions utilized in the valuation of certain intangible assets include, but are not limited to, estimated replacement cost, profit margin, opportunity cost, useful lives, and discount rates.

Estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Valuation of Goodwill

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Based on the results of the goodwill impairment assessment, the Company recognized a $1,114 million goodwill impairment during the twelve months ended December 31, 2022.

The carrying value of goodwill was $- as of December 31, 2023 and December 31, 2022.

Valuation of Derivative Liabilities

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See Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report for recently adopted accounting pronouncements.

Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period.

This may make it difficult to compare our financial results with the financial results of other public companies that are either not emerging growth companies or emerging growth companies that have chosen not to take advantage of the extended transition period.

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 7. Management’s Discussion and Analysis