What changed in this filing

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Item 1. Business

2021-03-19 compared with 2020-03-19 · 116 added, 74 removed, 110 unchanged (63% of the section changed)

BJ’s Wholesale Club is a leading warehouse club operator in the Eastern United States.

BJ’s Wholesale Club is a leading warehouse club operator concentrated primarily on the east coast of the United States.

We deliver significant value to our members, consistently offering 25% or more savings on a representative basket of manufacturer-branded groceries compared to traditional supermarket competitors.

We provide a curated assortment focused on perishable products, continuously refreshed general merchandise, gasoline and other ancillary services to deliver a differentiated shopping experience, that is further enhanced by our omnichannel capabilities.

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 217 large-format, high volume warehouse clubs spanning 17 states.

We provide a curated assortment focused on perishable products, continuously refreshed general merchandise, gasoline and other ancillary services to deliver a differentiated shopping experience that is further enhanced by our omnichannel capabilities.

Since pioneering the warehouse club model in New England in 1984, we have grown our fo otprint to 221 

larg e-format, high volume warehouse clubs spanning 17 states.

In our core New England markets, which have high population density and generate a disproportionate part of U.S.

GDP, we operate almost three times the number of clubs of the next largest warehouse club competitor.

gross domestic product ("GDP"), we operate almost three times the number of clubs of the next largest warehouse club competitor.

In addition to shopping in our clubs, members are able to shop when and how they want through our website, www.bjs.com;

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and our integrated Instacart same-day delivery offering.

Over the last four years, we have made multiple senior management hires and changes, adding consumer packaged goods, digital and consulting experience to our leadership team.

Over the last five years, we have made multiple senior management hires and changes, adding consumer packaged goods, digital and consulting experience to our leadership team.

This leadership team has implemented significant cultural and operational changes to our business, including transforming how we use data to improve member experience, instilling a culture of cost discipline, adopting a more proactive approach to growing our membership base and building an omnichannel offering oriented towards making shopping at BJ's more convenient.

These changes have delivered results rapidly, evidenced by income from continuing operations growth of 16% , positive comparable club sales over the last ten quarters and adjusted EBITDA growth of 9% over the last three years.

These changes have delivered results rapidly, evidenced by income from continuing operations growth of 124%, consecutive quarter comparable club sales growth over the last three years and adjusted EBITDA growth of 61% over the last three years.

Our goal is to offer our members significant value and a meaningful return, in savings, on their annual membership fee.

We have approximately 5.5 million members paying annual fees to gain access to savings on groceries, consumables, general merchandise, gas and ancillary services.

The annual membership fee for our Inner Circle ® Membership is $55 per year, and our BJ’s Perks Rewards ® Membership, which offers additional value-enhancing features, costs $110 annually.

We believe that members can save over ten times their $55 Inner Circle membership fee versus what they would have paid at traditional supermarket competitors when they spend $2,500 or more per year at BJ’s on manufacturer-branded groceries.

We have more than six million members paying annual fees to gain access to savings on groceries and general merchandise and services.

The annual membership fee for our Inner Circle® membership is $55, and the annual membership fee for our BJ’s Perks Rewards® membership, which offers additional value-enhancing features, is $110.

We believe that members can save over ten times their $55 Inner Circle membership fee versus what they would otherwise pay at traditional supermarket competitors when they spend $2,500 or more per year at BJ’s on manufacturer-branded groceries.

In addition to providing significant savings on a representative basket of manufacturer-branded groceries, we accept all manufacturer coupons and also carry our own exclusive brands that enable members to save on price without compromising on quality.

Our two private label brands, Wellsley Farms ® and Berkley Jensen ® , represent over $2.0 billion in sales, and are the largest brands we sell.

Our customers recognize the relevance of our value proposition across economic environments, as demonstrated by over 20 c onsecutive years of membership fee income growth.

Our membership fee income w as $302.2 million for fis cal year 2019.

As of February 1, 2020, we operated 217 clubs ranging in size from 63,000 square feet to 163,000 square feet.

Our two private label brands, Wellsley Farms ®

 and Berkley Jensen ®

, represent over $2.5 billion in annual sales, and are the largest brands we sell.

Our customers recognize the relevance of our value proposition across economic environments, as demonstrated by over 20 consecutive years of membership fee income growth.

Our membership fee income was $333.1 million for fiscal year 2020.

As of January 30, 2021, we operated 221 clubs ranging in size from 63,000 square feet to 163,000 square feet.

We aim to locate our larger clubs in high density, high traffic locations that are difficult to replicate.

We design our smaller format clubs to serve markets whose population is not sufficient to support a larger club or that are in locations, such as urban areas, where there is inadequate real estate space for a larger club.

Including space for parking, the amount of land required for a BJ’s club generally ranges from eight acres to approximately fourteen acres.

Including space for parking, the amount of land required for a BJ’s club generally ranges from eight acres to approximately fourteen acres.

The use of garage parking can, in some cases, reduce the amount of land necessary for a club.

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This process creates freight volume and handling efficiencies, eliminating many costs associated with traditional multiple-step distribution channels.

A summary of our club locations by market as of February 1, 2020 is set forth in the table below:

A summary of our club locations by market as of January 30, 2021 is set forth in the table below:

Massachusetts

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We service our existing members and attract new members by providing a broad range of high quality, brand name and private label merchandise at prices that are consistently lower than the prices of traditional retailers, including discount retailers, supermarkets, supercenters and specialty retail operations.

We limit the items offered in each product line to fast selling styles, sizes and colors, carrying approximately 7,200 active stock keeping units ("SKUs").

We limit the items offered in each product line to fast selling styles, sizes and colors, carrying approximately 7,200 core active stock keeping units ("SKUs").

We may add additional temporary SKUs from time to time to keep up with demand, such as that created by the COVID-19 pandemic.

By contrast, supermarkets normally carry an average of 40,000 SKUs, and supercenters may stock 100,000 SKUs or more.

We work closely with manufacturers to develop packaging and sizes that are best suited for selling through the warehouse club format in order to minimize handling costs and ensure value to our members.

We group our merchandise offerings into perishables, edible grocery, non-edible grocery and general merchandise categories.

Perishables :

consists of our meat, produce, dairy, bakery, deli and frozen products, and constituted approximately 32% of our merchandise sales for fiscal year 2019.

Edible grocery :

consists of packaged foods (including breakfast foods, salty snacks and candy) and beverages (including juices, water, beer, wine and liquor) and constituted approximately 27% of our merchandise sales for fiscal year 2019.

Non-edible grocery :

consists of detergents, disinfectants, paper products, beauty care, adult and baby care and pet foods, and constituted approximately 24% of our merchandise sales for fiscal year 2019.

General merchandise :

consists of small appliances, televisions, electronics, seasonal goods, gift cards and apparel, and constituted approximately 17% of our merchandise sales for fiscal year 2019.

BJ’s consumer-focused private label products, sold under Wellsley Farms ® and Berkley Jensen ® brands, comprised approximately 20% of total merchandise sales in fiscal year 2019, compared to 10% of total merchandise sales in fiscal year 2012.

We group our merchandise offerings into two divisions:

grocery and general merchandise and services.

consists of our meat, produce, dairy, bakery, deli and frozen products, packaged foods (including breakfast foods, salty snacks and candy) and beverages (including juices, water, beer, wine and liquor), detergents, disinfectants, paper products, beauty care, adult and baby care and pet foods, which constituted approximately 84% of our merchandise sales for fiscal year 2020.

General merchandise and services :

consist of optical, small appliances, televisions, electronics, seasonal goods, gift cards, fitness equipment and apparel, which constituted approximately 16% of our merchandise sales for fiscal year 2020.

BJ’s consumer-focused private label products, sold under Wellsley Farms ®

and Berkley Jensen ®

brands, comprised approximately 21% of total merchandise sales in fiscal year 2020, compared to 10% of total merchandise sales in fiscal year 2012.

These products are primarily premium quality and generally are priced below the branded competing product.

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and product protection plans.

As of February 1, 2020, we had 143 gasoline stations in operation at or near our clubs.

As of January 30, 2021, we had 150 gasoline stations in operation at or near our clubs.

The gas stations are generally self-service, with some locations accepting cash.

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Omnichannel Offering

We have built a robust digital portfolio with Bjs.com, BerkleyJensen.com, Wellsleyfarms.com, delivery.bjs.com as well as the BJ’s mobile app to make it easier for members to purchase, review products and digitally add coupons to their membership card.

BJs.com showcases our club assortment available with members reviews, ratings and coupons for added savings and offers convenient ways to shop, including same day delivery and free in-club pickup.

We expanded same-day grocery delivery to include beer, wine, and liquor in seven states.

Additionally, newer offerings like stocked two day shipping, subscriptions and contact lenses online are resonating with our members.

Our members appreciate the convenience of BJ’s mobile app, as evidenced by over 2.2 million downloads.

We also expanded our mobile deli pre-ordering to all of our Boston, New York and New Jersey clubs, which allows Members to place their deli orders in advance and save time in their local club.

Members can also check-in for their pickup order through the BJ’s mobile app.

Except for the documents specifically incorporated by reference in this Annual Report on Form 10-K, information contained on our website or that can be accessed through our website is not incorporated by reference into this Annual Report on Form 10-K.

We have built a robust digital portfolio which consists of BJs.com, BerkleyJensen.com, Wellsleyfarms.com, Delivery.bjs.com as well as the BJ’s mobile app. 

We have made it easier for members to purchase, review products and digitally add coupons to their membership card.

BJs.com showcases our club assortment available with members along with review ratings and coupons for added savings. 

The above digital portfolio offers our members convenient ways to shop, including same day delivery, free curbside pickup and in-club pickup.

Our app delivers personalized promotions, improved shopping experiences, and an efficient gateway to our fulfillment options.

Our members appreciate the convenience of the BJ’s mobile app, as evidenced by over five million downloads since fiscal year 2019.

In the fourth quarter of fiscal year 2020, we began the rollout of a multi-phase plan to enable our members to use Electronic Benefit Transfer ("EBT") payment when shopping on BJs.com.

Paid membership is an essential element of the warehouse club concept.

In addition to providing a source of revenue which permits us to offer low prices, membership reinforces customer loyalty.

We have a large base of approximately 5.5 million paid memberships as of February 1, 2020.

We have a large base of more than six million paid memberships as of January 30, 2021.

Our target customers care about value, quality and convenience and shop at warehouse clubs for their family needs.

Our target customers are a price sensitive demographic with large household sizes, representing the largest segment of warehouse club shoppers in BJ’s trade areas, with 9 million households and $7 billion of annual club channel grocery spend.

Our target customers are a price sensitive demographic with large household sizes, representing the largest segment of warehouse club shoppers in BJ’s trade areas, with 9 million households and $7 billion of annual club channel grocery spend.

We offer two core types of memberships:

Inner Circle ® memberships and business memberships.

Inner Circle ®

memberships and business memberships.

We generally charge $55 per year for a primary Inner Circle membership that includes one additional card for a household member.

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Business members may purchase up to eight additional supplemental business memberships at $30 each.

military personnel—active and veteran—who enroll at a BJ’s club location can do so for a reduced membership fee.

BJ’s Perks Rewards ® , our higher tier of membership, offers members the opportunity to earn 2% cash back on most in-club and www.bjs.com purchases.

The annual fee for a BJ’s Perks Rewards membership is $110 per year.

We also offer our co-branded My BJ’s Perks ® Mastercard ® credit cards.

These cards provide members with the opportunity to earn up to 5% cash back on purchases made at our clubs or online at www.bjs.com and a 10-cent per gallon discount on gasoline when paying with a My BJ’s Perks Mastercard ® at our BJ’s Gas locations.

Since fiscal year 2014, we have grown co-branded Mastercard ® holders by 527%.

In fiscal year 2019, BJ’s Perks Rewards members and co-branded Mastercard ® members accounted for 28% of members and 43% of spend, compared to 25% of members and 39% of spend in fiscal year 2018.

military personnel—active and veteran—who enroll at a BJ’s club location can do so for a reduced membership fee.

BJ’s Perks Rewards ®

, our higher tier of membership, offers members the opportunity to earn 2% cash back on most in-club and www.bjs.com purchases.

The annual fee for a BJ’s Perks Rewards membership is $110 per year.

We also offer our co-branded My BJ’s Perks ®

Mastercard ®

credit cards.

at our BJ’s Gas locations.

Since fiscal year 2014, we have grown co-branded Mastercard ®

holders by 650%.

In fiscal year 2020, BJ’s Perks Rewards members and co-branded Mastercard ®

members accounted for 31% of members and 41% of spend, compared to 28% of members and 43% of spend in fiscal year 2019.

Advertising and Public Relations

We promote customer awareness of our clubs primarily through social media, direct mail, public relations efforts, radio advertising, community involvement, new club marketing programs and various publications sent to our members periodically throughout the year.

We also employ dedicated marketing personnel who solicit potential business members and who contact other selected organizations to increase the number of members.

We also run free promotional membership and initially discounted membership promotions to attract new members, with the objective of converting them to paid members.

These programs result in low marketing expenses compared to typical retailers.

These methods result in low marketing expenses compared to typical retailers.

Club Operations

Our ability to achieve profitable operations depends upon high sales volumes and the efficient operation of our warehouse clubs.

We buy most of our merchandise from manufacturers for shipment either to a BJ’s cross-dock facility or directly to our clubs.

This eliminates many of the costs associated with traditional multiple-step distribution channels, including distributors’ commissions and the costs of storing merchandise in central distribution facilities.

We route the majority of our purchases through cross-dock facilities which break down truckload quantity shipments from manufacturers and reallocates these goods for shipment to individual clubs, generally within 24 hours.

We buy most of our merchandise from manufacturers for shipment either to a BJ’s cross-dock facility or directly to our clubs.

This eliminates many of the costs associated with traditional multiple-step distribution channels, including distributors’

commissions and the costs of storing merchandise in central distribution facilities.

Our efficient distribution systems result in reduced freight expenses and lower handling costs compared to other retailers.

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We work closely with manufacturers to minimize the amount of handling required once merchandise is received at a club.

Merchandise for sale is generally displayed on pallets containing large quantities of each item, thereby reducing labor required for handling, stocking and restocking.

Back-up merchandise is generally stored in steel racks above the sales floor.

Merchandise for sale is generally displayed on pallets containing large quantities of each item, thereby reducing labor required for handling, stocking and restocking. Back-up merchandise is generally stored in steel racks above the sales floor.

Information Systems

We strive to use information systems and technology to improve the control and the efficiency of our business model.

We completed an implementation of SAP enterprise resource planning software in fiscal year 2015 and are focused on leveraging the efficiency benefits of SAP as well as implementing new checkout technologies to improve member convenience.

We compete with a wide range of national, regional and local retailers and wholesalers selling food and/or general merchandise in our markets, including supermarkets, supercenters, general merchandise chains, specialty chains, gasoline stations and other warehouse clubs, some of which have significantly greater financial and marketing resources than BJ’s.

Major competitors that operate warehouse clubs include Costco Wholesale Corporation and Sam’s Clubs (a division of Wal-Mart Stores, Inc.), both of which operate on a multi-national basis.

We completed an implementation of SAP enterprise resource planning software in fiscal year 2015 and are focused on leveraging the efficiency benefits of SAP, as well as implementing new checkout technologies to improve member convenience, including our digitally enabled shopping capabilities.

Major competitors that operate warehouse clubs include Costco Wholesale Corporation and Sam’s Clubs (a division of Wal-Mart Stores, Inc.), both of which operate on a multi-national basis.

We believe price is the major competitive factor in the markets in which we compete.

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We believe that, to varying degrees, our trademarks, trade names, copyrights, proprietary processes, trade secrets, patents, trade dress, domain names and similar intellectual property add significant value to our business and are important to our success.

We have invested significantly in the development and protection of our well-recognized brands, including our private label brands, Wellsley Farms ® and Berkley Jensen ® .

We have invested significantly in the development and protection of our well-recognized brands, including our private label brands, Wellsley Farms ®

 and Berkley Jensen ®

We believe that products sold under our private label brands are high quality, offered to our members at prices that are generally lower than those for comparable national brand products and help lower costs, differentiate our merchandise offerings from other retailers and generally earn higher margins.

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We rely on trademark and copyright laws, trade-secret protection, and confidentiality, license and other agreements with our suppliers, employees and others to protect our intellectual property rights.

The availability and duration of trademark registrations vary by country;

however, trademarks are generally valid and may be renewed indefinitely as long as they are in use and their registrations are properly maintained.

The availability and duration of trademark registrations vary by country. However, trademarks are generally valid and may be renewed indefinitely as long as they are in use and their registrations are properly maintained.

Government Regulation

We are subject to labor and employment laws, laws governing truth-in-advertising, privacy laws, environmental laws, safety regulations and other laws, including consumer protection regulations that regulate retailers and govern the promotion and sale of merchandise and the operation of clubs, warehouses and Company-operated and contracted distribution center facilities.

Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.

We incur costs to monitor, and take actions to comply with, governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable to exchange requirements, labor and employment laws, laws governing truth-in-advertising, privacy laws, environmental laws, safety regulations and other laws, including consumer protection regulations that regulate retailers and govern the promotion and sale of merchandise and the operation of clubs, warehouses and Company-operated and contracted distribution center facilities.

Our clubs are also subject to various local, state and federal laws, regulations and administrative practices affecting our business.

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We rely on contractual provisions to ensure compliance by our vendors.

See “Item 1A.

Risk Factors”

for a discussion of material risks to us, including, to the extent material, to our competitive position, relating to governmental regulations, and see “Item 7.

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

together with our audited consolidated financial statements and related notes thereto for a discussion of material information relevant to an assessment of our financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings.

The FDA has comprehensive authority to regulate the safety of food and food ingredients (other than meat, poultry, catfish and certain egg products), as well as dietary supplements under the Federal Food, Drug, and Cosmetic Act (the "FDCA").

Similarly, the USDA’s Food Safety Inspection Service is the public health agency responsible for ensuring that the nation’s commercial supply of meat, poultry, catfish and certain egg products is safe, wholesome and correctly labeled and packaged under the Federal Meat Inspection Act and the Poultry Products Inspection Act.

Congress amended the FDCA in 2011 through passage of the Food Safety Modernization Act (the "FSMA"), which greatly expanded the FDA’s regulatory obligations over all actors in the supply chain.

Industry actors continue to determine the best pathways to implement FSMA’s regulatory mandates and the FDA’s promulgating regulations throughout supply chains, as most requirements are now in effect.

Congress amended the FDCA in 2011 through passage of the Food Safety Modernization Act (the "FSMA"), which greatly expanded the FDA’s regulatory obligations over all actors in the supply chain.

Such regulations mandate that risk-based preventive controls be observed by the majority of food producers.

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The FDA also exercises broad jurisdiction over the labeling and promotion of food.

Labeling is a broad concept that, under certain circumstances, extends to product-related claims and representations made on a company’s website or similar printed or graphic medium.

All foods, including dietary supplements, must bear labeling that provides consumers with essential information with respect to standards of identity, net quantity, nutrition facts labeling, ingredient statement and allergen disclosures.

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The FDA has comprehensive authority to regulate the safety of dietary supplements, dietary ingredients, labeling and current good manufacturing practices.

Congress amended the FDCA in 1994 through passage of the Dietary Supplement Health and Education Act (the "DSHEA"), which greatly expanded the FDA’s regulatory authority over dietary supplements.

Through DSHEA, dietary supplements became their own regulated commodity while also allowing structure/function claims on products.

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The FTC exercises jurisdiction over the advertising of foods and dietary supplements.

The FTC has the power to institute monetary sanctions and the imposition of consent decrees and penalties that can severely limit a company’s business practices.

In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims.

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In general, we seek certifications of compliance, representations and warranties, indemnification or insurance from our suppliers and contract manufacturers.

However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in products we sell.

However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in products we sell.

In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or remove such products from our clubs.

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Our business is moderately seasonal in nature.

As of February 1, 2020, we had 27,231 full-time and part-time employees, whom we refer to as "team members." None of our team members are represented by a union.

Historically, our business has realized a slightly higher portion of net sales, operating income and cash flows from operations in the second and fourth fiscal quarters, attributable primarily to the impact of the summer and year-end holiday season, respectively. Our quarterly results have been and will continue to be affected by the timing of new club openings and their associated pre-opening expenses.

As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year.

Employees and Human Capital Resources

As of January 30, 2021, we had approximately 32,000 full-time and part-time employees, whom we refer to as "team members." None of our team members is represented by a union.

We consider our relations with our team members to be good.

Our club retail operations, which represent substantially all of our consolidated total revenues, are our only reportable segment.

Team Member Engagement.

We provide all team members with the opportunity to share their opinions and feedback on our culture through a survey that is generally performed every year.

Results of the survey are measured and analyzed to enhance the team member experience, promote retention of team members, drive change, and leverage the overall success of our Company.

Diversity. 

We strive to foster a work environment that includes and embraces diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience.

As of the end of fiscal year 2020, 45% of our total workforce were women and 49% were minorities.

During fiscal year 2020, 42% of our new hires were women and 54% of our new hires were minorities.

We have a zero-tolerance policy on discrimination and harassment and have several systems under which employees can report incidents confidentially or anonymously and without fear of reprisal.

Total Rewards. 

We believe our team members are the key to our success and we offer competitive programs to meet the needs of our colleagues and their families.

Our programs include annual bonuses, 401(k) plans, stock awards, an employee stock purchase plan, paid time off, flexible work schedules, family leave, team member assistance programs, and more, based on eligibility criteria. 

We take the health and wellness of our team members seriously. 

We provide our team members with access to a variety of innovative, flexible and convenient health and wellness programs.

Additionally, the Home Office provides resources, such as an onsite chiropractor, a medical professional and a fitness center for team members.

Such programs are designed to support team members' physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors.

The Company also provides team members with comprehensive medical benefits, dental, and behavioral and mental wellness benefits.

Team Member Development. 

Training and development programs for our team members help retain and advance them into future roles with the company. 

We provide on-line and on-the-job training through innovative delivery tools which are easy to use and focused on the core skills needed to be successful at BJ’s Wholesale Club.

We provide several management and leadership programs that develop and educate our leaders so they can provide the best work environment and growth opportunities to all our team members. 

The COVID-19 pandemic has further reinforced the importance of a safe and healthy workforce.

In response to the pandemic, the Company implemented safeguards to protect our essential team members, including increased frequency of cleaning and disinfecting, social distancing practices, face coverings, temperature screening and other measures consistent with specific regulatory requirements and guidance from health authorities.

We also instituted travel restrictions and remote work for team members who were able to work from home.

Community Involvement .

We have a long and proud history of investing in the communities where we live and work.

BJ’s Charitable Foundation was established with the mission to enrich every community BJ’s Wholesale Club serves.

The Foundation supports nonprofit organizations that primarily benefit the underprivileged in the areas of hunger prevention and education.

Throughout the year, the Foundation makes multiple direct donations from the Company to support food banks and pantry programs in communities that our clubs serve.

Our club retail operations, which represent substantially all of our consolidated total revenues, are our only reportable segment.

All of our identifiable assets are located in the United States.

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Corporate Information

Our principal operating subsidiary is BJ’s Wholesale Club, Inc., which was previously an independent publicly traded corporation until its acquisition on September 30, 2011 by a subsidiary of Beacon Holding Inc., a company incorporated on June 24, 2011 by the Sponsors for the purpose of the acquisition.

BJ’s Wholesale Club Holdings, Inc.

changed its name from Beacon Holding Inc.

on February 23, 2018.

on February 23, 2018.

On July 2, 2018, BJ's Wholesale Club Holdings, Inc.

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In addition, the SEC maintains an internet site that contains these reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

The information on our website is not incorporated by reference and should not be considered to be a part of this Annual Report on Form 10-K.

The information on our website or that can be accessed through our website is not incorporated by reference and should not be considered to be a part of this Annual Report on Form 10-K.

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