What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-12-12 compared with 2021-12-15 · 85 added, 55 removed, 260 unchanged (35% of the section changed)

5 unchanged sentences

to Blue Bird Corporation.

Unless expressly stated otherwise in this Report, Blue Bird Corporation shall be referred to as "Blue Bird," the "Company," "we," "our" or "us," and includes its consolidated subsidiaries.

Unless expressly stated otherwise in this Report, Blue Bird Corporation is referred to as "Blue Bird," the "Company," "we," "our" or "us," and includes its consolidated subsidiaries.

In May 2016, the Seller, ASP BB Holdings LLC, a Delaware limited liability company (“ASP”), and the Company, entered into an agreement pursuant to which the Seller agreed to sell the 12,000,000 shares of Common Stock of the Company owned by Seller (the “Transaction Shares”) to ASP.

1 unchanged sentence

There were no proceeds to the Company from this transaction.

The following discussion of our business describes the business historically operated by School Bus Holdings and its subsidiaries under the “Blue Bird” name as an independent enterprise prior to the Business Combination and as subsidiaries of Blue Bird Corporation (formerly Hennessy Capital Acquisition Corp.) after the Business Combination.

The periodic reports filed by us with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website:

11 unchanged sentences

We review and present our business in two operating segments, which are also our reportable segments:

(i) the Bus segment, which involves the design, engineering, manufacture and sales of school buses and extended warranties;

(i) the Bus segment, which involves the design, engineering, manufacture and sale of school buses and extended warranties;

and (ii) the Parts segment, which includes the sale of replacement bus parts.

3 unchanged sentences

Refer to Note 11, Segment Information , to the Company’s consolidated financial statements for additional financial information regarding our reportable segments including the primary geographic areas in which we earn revenues.

Throughout this Report, we refer to the fiscal year ended October 2, 2021 as “fiscal 2021,” the fiscal year ended October 3, 2020 as “fiscal 2020” and the fiscal year ended September 28, 2019 as “fiscal 2019.” There were 52 weeks in fiscal 2021 and fiscal 2019, and there were 53 weeks in fiscal 2020.

Throughout this Report, we refer to the fiscal year ended October 1, 2022 as “fiscal 2022,” the fiscal year ended October 2, 2021 as “fiscal 2021” and the fiscal year ended October 3, 2020 as “fiscal 2020.” There were 52 weeks in fiscal 2022 and fiscal 2021, and there were 53 weeks in fiscal 2020.

Our performance in recent years has been driven by the implementation of repeatable processes focused on product initiatives, continuous improvement of both competitiveness and manufacturing flexibility, and lowering our cost of capital, as described below:

7 unchanged sentences

• Compressed Natural Gas ("CNG") — Blue Bird was the first Original Equipment Manufacturer ("OEM") to introduce a CNG powertrain for the Rear Engine Type D bus using Cummins Westport technology.

In 2016, we launched a new CNG product using a Ford engine and transmission and a Roush Clean Tech fuel delivery system to provide CNG in a Type C bus.

• Electric — Blue Bird is the first major school bus manufacturer to market, and presently the clear leader in, electric bus sales among all major OEMs.

12 unchanged sentences

All paint over spray is captured, dried and sent to a power generation plant to be used as fuel.

• We contracted with industry leaders to revise our production techniques in our plant.

The result was a material increase in our electric powered bus capacity and the ability to transition to one operating shift from two, and still meet demand for the production of our buses during our peak manufacturing times.

The single-shift operation was successfully run throughout fiscal 2021.

• We commenced an initiative with industry leaders to make structural reductions in cost on existing and future products to enhance our cost competitiveness.

• During fiscal 2022, we began to repurpose an existing building for the dedicated assembly of electric chassis production that is expected to increase our volume capacity in April 2023.

• We made investments in, and implemented process changes to, certain of our production areas, including the air conditioner installation department, that increased daily throughput by 20% to 50% within those areas.

Access to Capital — We refinanced our term debt on substantially better terms in December 2016 (the "Credit Agreement").

Since then, the Credit Agreement has been amended on four different occasions and as of the date of this filing, provides total revolving commitments of $110.0 million.

Since then, the Credit Agreement has been amended on six different occasions and as of the date of this filing, provides total revolving commitments of $90.0 million.

Additional details and discussion of these amendments can be found in the "Liquidity and Capital Resources" section of Item 7.

1 unchanged sentence

On December 15, 2021, we issued and sold through a private placement an aggregate 4,687,500 shares of our common stock at $16.00 per share.

The $75.0 million of net proceeds that we received from this transaction may be used for working capital and other general corporate purposes, which may include acquisitions, investments in technologies or businesses, operating expenses and capital expenditures.

Refer to Note 19, Subsequent Events , to the Company’s consolidated financial statements for additional information regarding this transaction.

The approximate $74.8 million of net proceeds that we received from this transaction were used to repay outstanding revolving borrowings as required by the terms of the Amended Credit Agreement (defined below), which increased the available borrowing capacity of the Revolving Credit Facility (defined below) that could be used for working capital and other general corporate purposes, including acquisitions, investments in technologies or businesses, operating expenses and capital expenditures.

Refer to Note 13, Stockholders' Equity (Deficit) , to the Company’s consolidated financial statements for additional information regarding this transaction.

Additionally, on November 16, 2021, we filed a Registration Statement on Form S-3 that allows the Company to sell up to $200.0 million in the aggregate of any combination of common stock, preferred stock, warrants, debt securities and/or units from time to time in one or more offerings.

2 unchanged sentences

Furthermore, we believe that our product, process, and manufacturing initiatives are appropriately aligned with our long-term objectives.

As a result of the concentration of Blue Bird’s sales in the school bus industry in the United States of America ("U.S.") and Canada, our operations are affected by national, state, and local economic and political factors that impact spending for public and, to a lesser extent, private education.

As a result of the concentration of Blue Bird’s sales in the school bus industry in the U.S.

and Canada, our operations are affected by national, state, and local economic and political factors that impact spending for public and, to a lesser extent, private education.

Unlike the discretionary portion of school budgets, the offering of school bus services is typically viewed as a mandatory part of the public infrastructure across the U.S.

and Canada, ensuring that funding for new school buses receives some level of priority in all economic climates.

All 50 States, the District of Columbia, and the 13 Canadian Provinces have fleets of school buses in operation.

Our buses are sold through an extensive network of 50 U.S.

and Canadian dealers that, in their territories, are exclusive to our Company on Type C and Type D school buses.

All 50 States, the District of Columbia, and the 13 Canadian Provinces and Territories have fleets of school buses in operation.

Our buses are sold through an extensive network of over 70 U.S.

and Canadian dealer locations that, in their territories, are exclusive to our Company on Type C and Type D school buses.

We also sell directly to major fleet operators, the U.S.

Government, state governments and authorized dealers in a number of foreign countries.

Government, state governments and authorized dealers in certain limited foreign countries.

In fiscal 2022, we sold 6,822 buses throughout the world.

18 unchanged sentences

To fulfill demand for parts that are not maintained at the distribution center, we are linked to approximately 40 suppliers that ship directly to dealers and independent service centers.

Our 50 dealers have approximately 250 parts and service locations across the U.S.

Our network of dealers and authorized repair centers operate over 200 locations to support the fleet across the U.S.

and Canada, the majority of which are owned by independent operators, to complement their primary locations.

13 unchanged sentences

and Canadian school bus industry for Type C and Type D buses has averaged approximately 30,700 unit sales annually between 1985 and 2022.

Unit sales for fiscal 2021 are projected to be about 27,800, a decrease of 2.5% when compared with fiscal 2020, primarily due to a combination of school closures and supply chain constraints, both resulting from the COVID-19 pandemic.

Unit sales for 2022 are projected to be about 23,900, a decrease of 14.0% when compared with 2021.

Both fiscal years were significantly impacted by supply chain constraints that resulted in shortages of critical components that hindered the production of units across the school bus industry to meet strong demand for buses.

Historical registration data are based on R.L.

6 unchanged sentences

In 2020, countermeasures taken to battle the COVID-19 pandemic included virtual and hybrid schooling in many jurisdictions throughout the U.S.

The uncertainty of when and how schools would open materially affected the Type C and Type D school bus industry in 2020 and continued into the early part of 2021.

The uncertainty of when and how schools would open materially affected demand within the Type C and Type D school bus industry in the second half

of the Company's fiscal 2020 that continued into the first half of fiscal 2021.

However, demand for Type C and Type D school buses strengthened substantially throughout 2021 as COVID-19 vaccines were administered and many school jurisdictions returned to in-person learning environments.

Nonetheless, the ongoing

impact of the COVID-19 pandemic resulted in supply chain shortages for certain components, such as microchips and products containing resins, that are critical to the manufacture of school buses, which depressed sales during fiscal 2021, particularly in periods that have historically been higher volume months resulting from seasonality.

We expect that for so long as these significant supply chain challenges continue, the Company could continue to struggle producing sufficient units to meet the strong current demand for school buses, thereby making historical seasonality unpredictable.

Our management believes, based on our models, that Type C and Type D school bus registrations will return to a similar level as has been experienced over recent pre-pandemic years (2016-2019) once the supply chain constraints are addressed.

We believe that (i) since the start of the pandemic, the industry has been operating below its historical long-term average of approximately 30,800 unit sales per year, (ii) there are over 175,000 buses in the U.S.

Nonetheless, subsequent supply chain shortages for certain components, such as microchips and products containing resins, that are critical to the manufacture of school buses, depressed sales during the latter half of fiscal 2021 and throughout fiscal 2022.

Although management began to see slight improvements in the challenges caused by supply chain disruptions towards the latter part of fiscal 2022, which are currently expected to continue into the fiscal year ending September 30, 2023 ("fiscal 2023"), future supply chain challenges could continue to hinder the Company's ability to produce sufficient units to meet the strong current demand for school buses.

We believe that (i) since the start of the pandemic and continuing through the subsequent period that has been significantly impacted by supply chain disruptions (i.e., the cumulative period beginning in the last half of fiscal 2020 and continuing through fiscal 2022), the industry has been operating below its historical long-term average of approximately 30,700 unit sales per year, (ii) there are over 166,000 buses in the U.S.

and Canadian fleets that have been in service for 15 or more years, and (iii) the population of school age children is increasing.

Local property and municipal tax receipts are key drivers of school district transportation budgets.

Budgets for school bus purchases are directly related to property tax receipts, which are projected to continue a recovery that began in 2012.

Home prices have continued to climb during the pandemic as home-buyers have taken advantage of low mortgage rates and thus, put additional pressure on housing inventories.

The forecast for continued appreciation in housing prices due to the national shortage of homes is expected to have a positive effect on property tax receipts in the near-term, and school transportation budgets are expected to directly benefit from larger municipal spending budgets.

Budgets for school bus purchases are directly related to property tax receipts.

Home prices have risen in recent years as home-buyers have taken advantage of historically low mortgage rates and thus, put additional pressure on housing inventories.

However, the forecast for continued appreciation in housing prices is uncertain due to, among others, recent rises in mortgage rates and significant inflationary pressures that have reduced consumer purchasing power.

Nonetheless, such challenges are not expected to have a significant effect on property tax receipts in the near-term due to the lag that occurs in tax authorities reflecting declining home prices in property tax invoices, and school transportation budgets are expected to directly benefit from larger municipal spending budgets.

We believe that incremental demand may be achieved as a result of (i) the average age of a school bus in service and (ii) an increased student population (based on information from the most recent National Center of Education Studies Projection of Education Statistics , we expect total student enrollment in the U.S.

4 unchanged sentences

school buses are one of the ten categories.

Nearly $440 million of the $2.9 billion has been awarded thus far and many more millions are under review by state agencies but are not yet publicly available.

Of the $440 million awarded, approximately $160 million has been issued to school bus projects and several states are continuing and/or increasing their focus on similar projects.

Over $440 million of the $2.9 billion has been awarded thus far and many more millions are under review by state agencies but are not yet publicly available.

Of the grants awarded, over $160 million has been issued to school bus projects and several states are continuing and/or increasing their focus on similar projects.

Given the historical trend and future projections, we expect as much as $1 billion in additional VW settlement funds may ultimately be allocated, or have a high probability of allocation, to the purchases of "cleaner running" school buses through 2028.

3 unchanged sentences

A portion of this grant will be used to accelerate the adoption of zero emission school buses in the U.S.

Finally, in mid-November 2021, the U.S.

In mid-November 2021, the U.S.

Infrastructure Investment and Jobs Act ("IIJA") was signed into law.

The IIJA allocates $5 billion of federal funds to help local school jurisdictions purchase alternative powered school buses over the next five years.

Specifically, $2.5 billion of the funds are allocated for the purchase of electric powered buses, while the remaining $2.5 billion of funds are allocated for the purchase of other "cleaner running" school buses, a relatively broad category that generally includes buses that are powered by propane and CNG.

The IIJA allocates $5 billion of federal funds to help local school jurisdictions purchase zero and low emission school buses over the next five years.

Specifically, $2.5 billion of the funds are allocated solely for the purchase of electric powered buses, while the remaining $2.5 billion of funds are allocated for the purchase of low and zero emission school buses, including buses that are propane, CNG or electric powered.

In October 2022, the EPA announced the awarding of approximately $913 million from the IIJA as part of the 2022 Clean School Bus Rebate Program.

These awards will allow nearly 400 school districts to purchase over 2,400 zero and low emission school buses, of which 95% will be electric.

The Company and its dealer network is actively pursuing converting as many of those awards as possible to sales orders in the relatively near future.

Management estimates, based on the Company's historical market share as well as the number of school bus manufacturers competing for these orders, that the Company's share could approximate 25% or more.

Finally, in August 2022, the Inflation Reduction Act ("IRA") was signed into law.

The IRA authorizes a $369 billion investment in energy security and combating climate change.

This funding includes $1 billion in grants for clean Class 6 and 7 heavy-duty vehicles, up to $40,000 in tax credits for zero-emission commercial vehicles, up to $100,000 in tax credits for heavy-duty charging infrastructure, and $2 billion for grants to support electric and fuel cell manufacturing.

We believe our leadership in alternative power options, coupled with this external funding, provides a strong foundation to continue to increase sales of our propane, gasoline, CNG and electric powered bus platforms.

3 unchanged sentences

Our longevity and reputation in the school bus industry have made us an iconic American brand.

We are the only principal manufacturer with chassis and body production specifically designed for school bus applications and the only school bus company to offer compliance with industry recognized safety tests - Altoona Testing, Colorado Rack Test and the Kentucky Pole Test - as a standard specification across our entire product line.

We are the only principal manufacturer with chassis and body production specifically designed for school bus applications in the U.S.

and the only school bus company to offer as a standard feature compliance with industry recognized safety tests - Altoona Testing, Colorado Rack Test and the Kentucky Pole Test - as a standard specification across our entire product line.

Alternative powered bus leadership .

We believe we are the market leader in electric, propane, gasoline, and CNG powered buses, having sold approximately 65% of all alternative powered school buses from fiscal 2013 through fiscal 2022.

In fiscal 2021, we sold 3,358 propane, gasoline, CNG, and electric powered buses, a decrease of 21% when compared with the prior year, primarily caused by supply chain constraints due to the COVID-19 pandemic.

In fiscal 2022, we sold 3,974 propane, gasoline, CNG, and electric powered buses, an increase of 18% when compared with the prior year, as market demand for alternative powered buses remained robust.

To maintain our leadership position, we continue to expand the available features requested by our customers and during fiscal 2022, added a hydraulic braking system with electronic stability control and a fuel-fired heater for cold-weather markets to our Type C electric powered bus offering.

Innovative product leadership .

1 unchanged sentence

In fiscal 2016, years ahead of our competition, we launched the industry's first gasoline powered Type C bus (utilizing an exclusive Ford and Roush CleanTech powertrain) and we were first-to-market with electronic stability control.

Also in 2016, we launched a new CNG powered product using a Ford engine and transmission and a Roush Clean Tech fuel delivery system in a Type C bus.

In fiscal 2018, we sold our first Type D electric vehicles and in fiscal 2019 we introduced our Type C electric vehicle.

1 unchanged sentence

Strong distribution model .

We have built an extensive, experienced network of 50 dealers to distribute our buses across the U.S.

We have built an extensive, experienced network of over 70 dealer locations to distribute our buses across the U.S.

and Canada, and during recent years have significantly enhanced our relationships with large fleet operators.

11 unchanged sentences

In fiscal 2022, we sold approximately 97% of our vehicles through our U.S.

and Canadian dealer network, currently consisting of 50 dealers that, in their territories, are exclusive to us with Type C and D school buses.

and Canadian dealer network, currently consisting of over 70 dealer locations that, in their territories, are exclusive to us with Type C and D school buses.

School buses sold in the U.S.

3 unchanged sentences

Dealers develop collaborative relationships with school districts, district transportation directors, and key officials in their states.

Our dealers have access to financing through Blue Bird Capital Services (“BBCS”), a private-label financing product maintained by an independent third party, TCF Inventory Finance, Inc.

We do not assume any balance sheet risk with respect to this type of financing and do not receive any direct economic benefit from BBCS.

Our dealers have access to financing through a financing product maintained by an independent third party, Huntington Distribution Finance, Inc.

("Huntington," formerly TCF Inventory Finance, Inc.).

We do not assume any balance sheet risk with respect to this type of financing and do not receive any direct economic benefit from Huntington.

Other Distribution Channels

2 unchanged sentences

Export Dealers .

We regularly monitor opportunities to sell our Type C and Type D buses in either school bus or other configurations in international markets and typically sell these products through dealers assigned to those territories.

We regularly monitor opportunities to sell our Type C and Type D buses in either school bus or other configurations in certain limited international markets and typically sell these products through dealers assigned to those territories.

Other Specialty Sales .

18 unchanged sentences

government contracts generally permit the contracting government agency to terminate the contract, in whole or in part, either for the convenience of the government or for default based on our failure to perform under the terms of the contract.

We purchase our engine and transmission components on a single-source basis from major OEM manufacturers with sophisticated engineering, production and logistics capabilities, as reflected in the table below:

We purchase our engine and transmission components on a single-source basis from major OEMs with sophisticated engineering, production and logistics capabilities, as reflected in the table below:

Component OEM Supplier

Diesel engines Cummins Inc.

Diesel and CNG engines Cummins Inc.

Diesel emissions kits Cummins Inc.

Propane, gasoline, and CNG (Type C) engines and transmissions Ford Motor Company

Diesel transmissions Allison Transmission

Propane, gasoline, and CNG (Type C) fueling kits

Roush CleanTech

Electric powertrains and battery systems Cummins Inc.

Propane and gasoline engines and transmissions Ford Motor Company

Transmissions Allison Transmission

Propane and gasoline fueling kits Roush CleanTech

Our purchasing department continually works to improve our purchasing processes by rationalizing the supplier base and by implementing improved control processes.

1 unchanged sentence

At October 1, 2022, we had in place long-term supply contracts (addressing both component price and supply) covering nearly 83% of the value of our purchases from suppliers, including long-term agreements with our major single-source suppliers.

As a result of the COVID-19 pandemic, we have experienced significant supplier shortages of critical components, which has prevented the Company from initiating or completing, as applicable, the production process for certain units that were otherwise scheduled to be delivered to customers during fiscal 2021.

For further details and discussion about the impact of COVID-19, refer to the "Impact of COVID-19 on Our Business" section of Item 7.

As a result of ongoing supply chain disruptions that began in the latter half of fiscal 2021 and continued throughout fiscal 2022, we have experienced significant supplier shortages of critical components, which have prevented the Company from initiating or completing, as applicable, the production process for certain units that were otherwise scheduled to be delivered to customers during fiscal 2021 and fiscal 2022.

For further details and discussion about the impact of these supply chain disruptions, refer to the "Impacts of COVID-19 and Subsequent Supply Chain Constraints on Our Business" section of Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations."

The school bus industry is highly competitive.

and Canadian school bus industry is highly competitive.

Our two principal competitors are Thomas Built Bus and IC Bus.

Thomas Built Bus is a subsidiary of Daimler Trucks North America and IC Bus is a subsidiary of Navistar International.

We compete primarily on the basis of price, product diversification, school bus innovation, safety, quality, durability and drivability of our products, and the scope and strength of our dealer network.

We compete primarily on the basis of product diversification, school bus innovation, safety, quality, durability and drivability of our products, the scope and strength of our dealer network and price.

As our principal competitors are parts of larger corporations, our competitors may have greater access to financial capital, human resources, and business opportunities.

18 unchanged sentences

We seek to protect our proprietary technology and processes, in part, by confidentiality agreements with our employees, suppliers and other commercial partners.

These agreements are designed to protect our proprietary information.

We also seek to preserve the integrity and confidentiality of our data, designs and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems.

16 unchanged sentences

We must also consider the rules and regulations of foreign jurisdictions.

In Canada, where our Micro Bird joint venture operates, school buses are governed by the Canadian Motor Vehicle Safety Regulations.

In Canada, where our Micro Bird joint venture operates,

school buses are governed by the Canadian Motor Vehicle Safety Regulations.

These regulations are patterned after the FMVSS regulations, although differences do exist between the two regulatory systems.

1 unchanged sentence

This has resulted in our third and fourth fiscal quarters becoming our two busiest quarters, the latter ending on the Saturday closest to September 30.

Our quarterly results of operations, cash flows, and liquidity have been and are likely to continue to be impacted by the seasonal patterns.

Our quarterly results of operations, cash flows, and liquidity have historically been, and are likely to be in future periods, impacted by seasonal patterns.

Working capital has historically been a significant use of cash during the first fiscal quarter due to planned shutdowns and a significant source of cash generation in the fourth fiscal quarter.

With the COVID-19 pandemic impact on school systems and the uncertainty regarding (i) in-person schooling schedules and duration and (ii) the severity and duration of ongoing supply chain constraints, seasonality and working capital trends have become unpredictable.

As a result of the impact from the COVID-19 pandemic and subsequent supply chain constraints, seasonality and working capital trends have become unpredictable.

Accordingly, seasonality and variations from historical seasonality have impacted the comparison of working capital and liquidity results between fiscal periods.

32 unchanged sentences

Although no assurances can be given about the final outcome of pending legal proceedings, at the present time our management does not believe that the resolution or outcome of any of our pending legal proceedings will have a material adverse effect on our financial condition, liquidity or results of operations.

Human Capital Management

Blue Bird delivers market value to stockholders through a people centered human capital strategy, critical to our ability to deliver on our strategic plans.

Our success in delivering high quality products and solutions for our customers is only achievable through the talent, expertise, and dedication of our workforce.

Attraction, Development, and Retention

We recognize that attracting, developing and retaining skilled talent and promoting a diverse and inclusive culture are essential to maintaining our leadership position in the markets we serve.

We offer employees resources to continuously improve their skills and performance with the goal of further cultivating the diverse, entrepreneurial talent to fill key positions.

We seek people who are proactive and dedicated, demonstrate an ownership mindset and share our commitment to the pursuit of operational excellence.

We continue to make significant investments in talent development and recognize that the growth and development of our employees is essential for our continued success.

Employee training and development programs are extensive and comprehensive, including professional and technical skills training, compliance training, leadership development and management training.

We view the diversity of our employees as a strength to better serve our customers and communities.

We also believe the diversity of our workforce enables us to attract new talent, keeps our employees engaged and productive, and advances ideas reflecting the diversity of our employees' backgrounds, experiences, and perspectives.

To that end, we have taken various actions to enhance diversity, including partnering with organizations that can support our efforts to identify and recruit talented and diverse candidates.

We aim to cultivate an inclusive culture that enables employees to feel connected to Blue Bird's three foundational objectives (Care, Delight, Deliver) while being valued for their contributions.

One of the ways in which we seek to promote an inclusive work environment is by supporting the establishment of employee resource groups.

These groups allow for collaboration and serve as an open forum for networking, professional development, and mentoring.

We are committed to our efforts to maintain a work environment that is professional, inclusive, and free from discrimination and harassment.

The Company’s benefit packages support employee physical, emotional and financial well-being.

Employee satisfaction and engagement are measured through periodic surveys.

Health and Safety

Safety is a key priority at all of our facilities and as such, we have invested in a safety and health department staffed with trained medical personnel.

The Company’s leaders and managers continuously address safety enhancements, provide regular and ongoing safety training, and use displays located near our employee work areas to provide all employees with safety-related information.

At October 1, 2022, we employed 1,596 employees, of which 1,593 were full-time.

1 unchanged sentence

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