What changed in this filing

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Item 1. Business

2022-02-24 compared with 2021-02-25 · 73 added, 79 removed, 243 unchanged (38% of the section changed)

Evercore is the leading independent investment banking advisory firm in the world based on the dollar volume of announced worldwide merger and acquisition ("M&A") transactions on which we have advised in 2020.

When we use the term "independent investment banking advisory firm," we mean an investment banking firm that directly, or through its affiliates, does not engage in commercial banking or significant proprietary trading activities.

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Since our inception, we have set out to build—in the employees we choose and in the projects we undertake—an organization dedicated to the highest caliber of professionalism and integrity.

We operate globally through two business segments:

• Investment Banking;

• Investment Management.

We operate globally through our two business segments, Investment Banking and Investment Management.

Investment Banking

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In 2021, our Investment Banking segment generated $3.205 billion, or 98% of our revenues, excluding Other Revenue, net, ($2.238 billion, or 98%, in 2020 and $1.933 billion, or 97%, in 2019) and earned 797 fees from Advisory clients.

As we begin the year in 2021, our strategic corporate advisory and capital markets advisory businesses has 107 Senior Managing Directors with expertise and client relationships in a wide variety of industry sectors and broad geographic reach.

As we begin the year in 2022, our strategic corporate advisory and capital markets advisory businesses have 114 (2) Senior Managing Directors with expertise and client relationships in a wide variety of industry sectors and a broad geographic reach.

Strategic Corporate Advisory

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• Mergers and Acquisitions .

In advising companies on an acquisition, merger or sale, we evaluate potential targets, provide valuation analyses, and evaluate and propose financial and strategic alternatives.

In advising companies on an acquisition, merger or sale, we evaluate potential targets and acquirers, provide valuation analyses, and evaluate and propose financial and strategic alternatives.

We provide boards and management teams with independent judgment and deep expertise as they navigate their most important transactions and strategic decisions.

We also advise as to the timing, structure, financing and pricing of a proposed transaction, as well as assist in negotiating and closing the deal.

• Strategic Shareholder Advisory .

Our extensive experience, insights into activist tactics, expertise in helping companies with shareholder communications and innovative defense strategies are instrumental in helping clients prepare for, avoid, and, if required, defend against activist investors and hostile takeover attempts.

• Strategic, Defense and Shareholder Advisory .

Our extensive experience, insights into activist tactics, expertise in assisting companies with shareholder engagement and innovative defense strategies are instrumental in helping clients prepare for, avoid, and, if required, defend against activist investors and hostile takeover attempts.

In public company situations, Evercore’s strategic shareholder advice is an integral part of our practice and is a decisive edge for clients seeking to obtain shareholder support for their transactions.

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Evercore provides integrated advice in connection with the structuring of public and private transactions - including mergers, spin-offs, sales, joint ventures, and capital markets offerings - intended to optimize tax, accounting, and other objectives of the deal.

(1) Based on Refinitiv data

(2) Senior Managing Director headcount as of December 31, 2021, adjusted to include two additional Advisory Senior Managing Directors who joined in 2022

Capital Markets Advisory

Evercore is a leading advisor to clients on many of the largest and most complex corporate balance sheets in the global capital markets.

Our flexible and integrated teams develop trust with clients by focusing on objectives and facts, not capital

markets products.

Evercore is a leading advisor to clients on many of the largest and most complex capital transactions in the global capital markets.

Our flexible and integrated teams develop trust with clients by focusing on objectives and facts, not capital markets products.

Functionally, Evercore can act as an independent advisor, capital placement agent, or underwriter based on each client's circumstances and preferences.

• Equity Capital Markets .

Evercore provides equity and equity-linked capital markets advice and execution designed to complement our firm's formidable corporate advisory platform.

Evercore provides equity and equity-linked capital markets advice, execution and underwriting services designed to complement our firm's formidable corporate advisory platform.

Our team provides its clients with independent advice, experienced judgment, and key insights on all aspects of capital formation and capital markets transactions.

Our ECM team has the flexibility to engage with our corporate clients as an underwriter or an independent advisor.

Our Equity Capital Markets team has the flexibility to engage with our corporate clients as an underwriter or an independent advisor.

• Restructuring.

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• Private Funds .

Evercore provides comprehensive global advisory services on capital raising for select private fund sponsors, including private equity, infrastructure and real estate, advising and executing on all aspects of the fundraising process, including competitive positioning and market assessment, preparation of marketing materials, investor development and documentation.

Evercore provides comprehensive global advisory and distribution services on capital raising for select private fund sponsors, including private equity, infrastructure and real estate, advising and executing on all aspects of the fundraising process, including competitive positioning and market assessment, preparation of marketing materials, investor development and documentation.

Institutional Equities

At Evercore ISI, our experienced research, sales and trading professionals deliver superior client service on a content-led platform, striving to be the best independent equity research resource to support our institutional investor clients.

At December 31, 2020, Evercore ISI had 40 senior-most research and distribution professionals.

At Evercore ISI, our experienced research, sales and trading professionals deliver superior client service on a content-led platform, striving to be the best independent resource for equity and macroeconomic research to support our institutional investor clients.

At December 31, 2021, Evercore ISI had 40 Senior Managing Directors.

Evercore ISI was recognized as the top ranked independent firm by Institutional Investor in 2021.

We also ranked #2 on a weighted basis and #3 in overall positions.

We also ranked 2nd for analysts among all firms on a weighted basis.

Our sales team delivers research-centric service to more than 1,400 institutional clients in the U.S.

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• Corporate Access .

Our corporate access team develops strategic connectivity between company managements and investors to maximize the impact of roadshows, field trips, sector and macros conferences.

Our Investment Banking segment also includes an interest in Luminis Partners ("Luminis"), which is accounted for under the equity method of accounting.

Luminis is an independent corporate advisory firm based in Australia.

Our corporate access team develops strategic connectivity between company managements and investors to maximize the impact of roadshows, field trips, sector and macro strategy conferences.

Our Investment Banking segment also includes interests in Luminis Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore", from July 2021 onward), which are accounted for under the equity method of accounting.

Luminis is an independent corporate advisory firm based in Australia and Seneca Evercore is an independent corporate advisory firm based in Brazil.

In 2020, we completed the transition of our advisory presence in Mexico to a strategic alliance relationship with a newly-formed independent strategic advisory firm founded by certain former employees.

We also entered into a strategic alliance with an advisory firm in Brazil in 2020, and maintain strategic alliances in India and South Korea.

We also maintain strategic alliances in India and South Korea.

Investment Management

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("EWM"), as well as private equity through investments in entities that manage private equity funds.

2020, our Investment Management segment generated revenue of $54.4 million, or 2% of our revenues, excluding Other Revenue, net ($50.6 million, or 3%, in 2019 and $48.2 million, or 2%, in 2018).

• Evercore Wealth and Trust.

In 2021, our Investment Management segment generated revenue of $65.8 million, or 2% of our revenues, excluding Other Revenue, net ($54.4 million, or 2%, in 2020 and $50.6 million, or 3%, in 2019).

• Evercore Wealth Management and Evercore Trust Company.

Evercore's U.S.-based Evercore Wealth Management serves high-net-worth individuals, foundations and endowments.

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equity and balanced products.

We also hold interests in entities that manage private equity funds and in the funds they manage.

We maintain a limited partner's interest in the value-oriented, middle-market private equity funds in Mexico, Glisco Partners II, L.P.

("Glisco II"), Glisco Partners III, L.P.

("Glisco III") and Glisco Capital Partners IV, L.P.

("Glisco IV" and, together with Glisco II and Glisco III, the "Glisco Funds"), as well as Glisco Manager Holdings LP and the general partners of the Glisco Funds.

We receive our portion of the management fees earned by Glisco Partners Inc.

("Glisco") from Glisco Manager Holdings LP.

We are passive investors and do not participate in the management of any Glisco sponsored funds.

While we do not intend to raise any Evercore-sponsored funds, we maintain a strategic alliance to pursue private equity investment opportunities with Trilantic Capital Partners ("Trilantic").

In connection with the issuance of certain limited partnership interests in Trilantic, we became a limited partner of Trilantic and are entitled to receive 10% of the aggregate amount of carried interest with respect to all of the portfolio investments made by Trilantic Capital Partners Associates IV, L.P.

("Trilantic IV"), up to $15.0 million.

As part of the strategic alliance, we committed $5.0 million of the total capital commitments of Trilantic Capital Partners V L.P.

("Trilantic V") and $12.0 million of the total capital commitments of Trilantic Capital Partners VI (North America) L.P.

("Trilantic VI").

We and our affiliates are passive investors and do not participate in the management of any Trilantic sponsored funds.

We previously raised and managed Evercore-sponsored funds, but do not currently have specific plans to continue to do so.

• The Investment Management segment also includes the results of Evercore Casa de Bolsa, S.A.

We also hold certain interests in entities that manage private equity funds and in the funds they manage.

• The Investment Management segment also includes the historical results of Evercore Casa de Bolsa, S.A.

("ECB"), which was sold in 2020.

Our Strategies for Growth

We expect to deploy the majority of our capital to continue to grow our Investment Banking businesses.

We intend to continue to grow and diversify our businesses, and to further enhance our profile and competitive position, through the following strategies:

• Add and Promote Highly Qualified Investment Banking Professionals .

We hired three new Senior Managing Directors in 2020, expanding our capabilities in our Capital Markets Advisory practice by strengthening our coverage of the Technology sector, as well as enhancing our advisory capabilities on complex and large cap corporate realignments and expanding our capital raising and distribution capabilities with convertible debt.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted seven internal candidates to Senior Managing Director in our Advisory business in 2020 and intend to continue to promote our most talented professionals in the future.

We intend to continue to recruit and promote high-caliber strategic corporate, strategic and capital markets advisory, as well as equity research, professionals to add depth in industry sectors and products and services in areas that we believe we already have strength, and to extend our reach to sectors or new business lines and geographies that we have identified as particularly attractive.

We hired 10 new Senior Managing Directors in 2021, expanding our capabilities in our Capital Markets Advisory practice and Equities business, as well as strengthening our coverage of the Healthcare, FinTech, Infrastructure and Renewables and Basic Materials sectors and our coverage of Financial Sponsors.

We also hired two new Advisory Senior Managing Directors in January 2022.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted three internal candidates to Senior Managing Director in 2021.

Additionally, in January 2022, we announced the promotion of 17 Advisory Managing Directors to Senior Managing Director and one Equity Research Analyst to Senior Managing Director.

We intend to continue to promote our most talented professionals in the future, as well as to recruit and promote high-caliber strategic corporate, strategic and capital markets advisory and equity research professionals to add depth in industry sectors and products and services in areas that we believe we already have strength, and to extend our reach to sectors or new business lines and geographies that we have identified as particularly attractive.

On occasion, these additions may result from the acquisition of boutique independent advisory firms with leading professionals in a market or sector.

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Our key human capital management objectives are to attract, develop, mentor, promote and retain the most talented professionals in our industry.

To support these objectives, we invest substantial time and resources toward the

recruitment of people who will adhere to our Core Values and improve our business;

To support these objectives, we invest substantial time and resources toward the recruitment and retention of people who will adhere to our Core Values (Client Focus, Integrity, Excellence, Respect, Diversity, Equity & Inclusion, Investment in People, Partnership) and improve our business;

reward and support employees through competitive pay and benefits programs;

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and promote a strong culture of diversity, equity, and inclusion throughout our organization.

With these guiding principles, our Human Capital Management team leads our efforts on employment-related matters, including recruiting and hiring, onboarding and training, compensation planning, performance management and professional development.

Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters as well, including our Diversity, Equity and Inclusion initiatives.

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We believe in empowering our people to thrive by maintaining a culture of inclusion that embraces diversity and creates opportunity for all employees.

However, we recognize there is still important work to be done in realizing our DE&I objectives.

We are committed to working diligently and transparently with our key stakeholders, including our employees, as we continue to execute on our objectives.

While we recognize there is still important work to do, we continue to make progress in accomplishing our DE&I objectives, and are committed to working diligently and transparently with our key stakeholders, including our employees, as we continue to execute on our objectives.

We are focused on the following DE&I objectives:

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◦ Our training framework involves ongoing development at multiple stages of our employees’ career, including on-the-job training and mentorship.

◦ Our senior professionals play a central role in presenting our training and development programs, including our M&A Black Belt program (with over 2,500 attendees across all sessions), and other sector and business appropriate training programs.

◦ Our senior professionals play a central role in presenting our training and development programs, including our M&A Black Belt program, and other sector and business appropriate training programs.

◦ We also engage in a comprehensive evaluation process designed to provide our employees with the feedback necessary for their professional development.

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These programs support our employees’ physical and mental health by providing tools and resources to help improve or maintain their health status and offer choice, where possible, so that our employees can customize their benefits to meet their needs.

◦ In response to the COVID-19 pandemic, we have implemented and continue to implement safety measures in all of our offices and made other significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations.

This includes having nearly all of our people working remotely.

In formulating our return-to-office protocol, we continue to monitor the impact of the COVID-19 pandemic, as well as policies and guidance from governmental authorities and health agencies.

◦ In response to the COVID-19 pandemic and other changes to the working environment, we have implemented and continue to implement safety measures in all of our offices and made other significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations.

This includes enhancing capabilities for working remotely, as well as implementing our return-to-office protocols.

We continue to monitor the impact of the COVID-19 pandemic and other health, safety and wellness concerns, as well as policies and guidance from governmental authorities and health agencies.

• Compensation Structure and Benefits:

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Through our broad-based equity program, we have used equity compensation to create a close alignment of interests between our shareholders and employees.

◦ To advance our diversity, equity and inclusion objectives, we have recently expanded our benefits package to include additional women’s and family support benefits.

◦ To advance our diversity, equity and inclusion objectives, we have expanded our benefits package to include additional women’s and family support benefits.

◦ Our benefits for eligible employees include the following:

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◦ Through our Evercore Volunteers program, we have continued our firm-wide community service initiatives, which connect our employees with our community partners in order to address immediate needs, support education and improve public spaces.

◦ We facilitate employee fundraising, and in 2020 we conducted a social justice donation matching program, resulting in the largest charitable donation in Evercore history.

As of December 31, 2020, we employed approximately 1,800 people, working in 31 cities around the world.

◦ During 2021, we formed the Evercore Foundation to focus on under-served members of our communities and provided initial funding of $10 million.

As of December 31, 2021, we employed approximately 1,950 people (of which approximately 1,600 were employed in our Investment Banking segment), working in 29 cities around the world.

Our global workforce is comprised of approximately 99% full time and 1% part time employees.

Nearly 1,500 of our employees were employed in the United States (of which approximately 1,200 were employed in our Investment Banking segment);

remainder were employed outside the United States, primarily in our investment banking segment.

the remainder were employed outside the United States, primarily in our Investment Banking segment.

We believe our efforts in managing our workforce have been effective, evidenced by our strong culture, talent development and employee retention.

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(1) large universal banks and bulge bracket firms such as Bank of America, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley and UBS and (2) independent advisory firms such as Centerview, Greenhill, Houlihan Lokey, Lazard, Moelis, Perella Weinberg, PJT Partners and Rothschild, among others.

We believe, and our clients have informed us, that firms that also engage in acquisition financing, significant proprietary trading in clients' securities and the management of large private equity funds that often compete with clients can cause such firms to develop interests that may be in conflict with the interests of advisory clients.

Since Evercore is able to avoid potential conflicts associated with these types of activities, we believe that Evercore is better able to develop trusted and long-term relationships with its clients than those of its competitors, which provide such services.

In addition, we have a larger global presence, deeper sector expertise and more diverse capabilities than many of the independent firms.

We believe, and our clients have informed us, that advisory firms that also provide acquisition financing, and engage in significant proprietary trading in clients' securities and the management of large private equity funds that often compete with clients can cause such firms to develop interests that may be in conflict with the interests of advisory clients.

In addition, we have a broader global presence, deeper sector expertise and more diverse capabilities than many of the independent firms.

Evercore ISI's business is also subject to competition from investment banks and other large and small financial institutions who offer similar services.

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State securities regulators also have regulatory or oversight authority over EGL.

Our Private Funds Group is also impacted by various state and local regulations that restrict or prohibit the use of placement agents in connection with investments by public pension funds.

Our Private Funds business is also impacted by various state and local regulations that restrict or prohibit the use of placement agents in connection with investments by public pension funds.

Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices, use and safekeeping of customers' funds and securities, capital structure, record-keeping, the financing of customers' purchases and the conduct and qualifications of directors, officers and employees.

In particular, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC's uniform net capital rule, Rule 15c3-1.

For example, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC's uniform net capital rule, Rule 15c3-1.

Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form.

The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under

certain circumstances.

Additionally, the SEC's uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.

EGL is also subject to the SEC's Market Access Rule, Rule 15c3-5.

The Market Access Rule requires EGL to have controls and procedures in place to limit financial exposure by establishing capital thresholds for its trading clients and implementing controls to prevent erroneous orders.

Our broker-dealer subsidiaries are also subject to regulations, including the USA PATRIOT Act of 2001, as amended (the "Patriot Act"), which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures.

The Market Access Rule requires

EGL to have controls and procedures in place to limit financial exposure by establishing capital thresholds for its trading clients and implementing controls to prevent erroneous orders.

Our operating entities are also subject to regulations, including the USA PATRIOT Act of 2001, as amended (the "Patriot Act"), which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures.

Regulatory authorities are also increasingly focused on cyber security and vendor management.

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It can take a range of disciplinary enforcement actions, including public censure, restitution, fines or sanctions and the award of compensation.

FSMA also gives the FCA investigatory and enforcement powers in respect of contraventions of various European Union ("EU") regulations, including the Market Abuse Regulation, which prohibits insider dealing, unlawful disclosure of inside information and market manipulation.

FSMA also gives the FCA investigatory and enforcement powers in respect of contraventions of various European Union ("EU") regulations (as implemented into U.K.

law following Brexit), including the Market Abuse Regulation, which prohibits insider dealing, unlawful disclosure of inside information and market manipulation.

The FCA is also able to prosecute a number of criminal offenses including, among other things, criminal insider dealing under the Criminal Justice Act 1993 and criminal market manipulation under the Financial Services Act 2012.

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The FCA also expects firms to take a proactive approach to monitoring and managing risks, consistent with its high-level requirement for firms to have adequate financial resources.

However, as a so-called "exempt-CAD firm," Evercore U.K.

is subject only to limited minimum capital requirements.

On January 1, 2022, the U.K.

implemented a new prudential regime to replace the existing Capital Requirements Regulation ("CRR") and fourth Capital Requirements Directive.

Investment Firm Prudential Regime ("IFPR") is intended to introduce a more appropriate regime for investment firms, which are currently regulated under rules designed for banks.

Until January 1, 2022, Evercore U.K.

and Evercore ISI U.K.

were "exempt-CAD firms" and subject only to limited minimum capital requirements.

Both firms will have changed status under IFPR and will be subject to different and higher capital requirements.

The basic minimum capital requirement for each firm will be the higher of its permanent

minimum requirement of £75.0 thousand (increased from £50.0 thousand) or an amount equal to one quarter of its annual fixed overhead expenses ("Fixed Overhead Requirement").

Both firms must also comply with the basic liquid asset requirement, which is equivalent to one-third of the Fixed Overhead Requirement.

Evercore U.K.

and Evercore ISI U.K.

must further assess whether additional financial resources are needed to mitigate risks faced by the firms and maintain adequate financial resources beyond the basic requirements as necessary.

Anti-Money Laundering, Counter-Terrorist Financing and Anti-Bribery .

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Regulatory Framework in the European Union .

left the EU on January 31, 2020 and on December 31, 2020, at 11p.m., the Brexit transitional period came to an end.

left the EU on January 31, 2020 and on December 31, 2020, the Brexit transitional period came to an end.

The U.K and the EU entered into the U.K.

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The TCA was accompanied by a non-binding Joint Declaration committing the U.K.

and the EU to cooperate on matters of financial regulation, which is intended to be facilitated by a Memorandum of Understanding due to be agreed by March 2021.

and the EU to cooperate on matters of financial regulation, which is intended to be facilitated by a Memorandum of Understanding (agreed in principle in 2021 but not yet finalized).

However, the TCA does not presently make provision for financial services firms in the U.K.

to access the EU single market.

As a result, from January 1, 2021, U.K.

As a result, since January 1, 2021, U.K.

firms, including Evercore U.K.

and Evercore ISI U.K., do not have passporting rights to provide cross-border services into the EU and into a number of other members of the European Economic Area ("EEA"), to the extent such services are regulated activities.

and Evercore ISI U.K., have not held passporting rights to provide cross-border services into the EU and into a number of other members of the European Economic Area ("EEA"), to the extent such services are regulated activities.

Evercore has a German subsidiary, Evercore GmbH ("Evercore Germany"), through which regulated activities can be conducted in Germany and in other EU and EEA jurisdictions on a cross-border basis, subject to certain exceptions and in compliance with applicable legal requirements.

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MiFID regime, subject to changes put forward in the U.K.'s legislative program.

In Germany, our subsidiary, Evercore Germany, is licensed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht "BaFin") to conduct investment advice and investment brokerage activities in Germany.

Evercore Germany has passporting rights to provide cross-border services into the EU which are equivalent to those enjoyed by Evercore U.K.

In Germany, our subsidiary, Evercore Germany, is licensed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin") to conduct investment advice and investment brokerage activities in Germany.

Evercore Germany has passporting rights to provide cross-border services into the EU which are equivalent to those formerly enjoyed by Evercore U.K.

until January 1, 2021.

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In Hong Kong, our subsidiary, Evercore Asia Limited ("Evercore Asia"), is licensed by the Securities and Futures Commission ("SFC") to conduct certain corporate finance activities and securities dealing and advising activities that are related to corporate finance.

The compliance requirements of the SFC include, among other things, paid-up share capital, liquid

capital and conduct of business requirements.

The compliance requirements of the SFC include, among other things, paid-up share capital, liquid capital, record keeping, anti-money laundering and conduct of business requirements.

The directors and certain officers, employees and other persons affiliated with Evercore Asia are also subject to SFC licensing and/or compliance requirements.

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maintains a Capital Market Services license issued by the Monetary Authority of Singapore ("MAS") for dealing in capital markets products that are securities and collective investment schemes and advising on corporate finance.

The compliance requirements of MAS include conduct of business requirements and rules relating to client assets, among other things.

The compliance requirements of MAS include anti-money laundering, conduct of business requirements and rules relating to client assets, among other things.

Dubai International Financial Centre

Financial services activities in, or from, the Dubai International Financial Centre, a free-zone located in the United Arab Emirates, Emirate of Dubai, are regulated by the Dubai Financial Services Authority ("DFSA") and are subject to licensing requirements.

Financial services activities in, or from, the Dubai International Financial Centre, a financial free-zone located in the United Arab Emirates, Emirate of Dubai, are regulated by the Dubai Financial Services Authority ("DFSA") and are subject to licensing requirements.

Evercore Advisory (Middle East) Limited maintains licenses issued by the DFSA for (i) advising on financial products, (ii) arranging credit and advising on credit and (iii) arranging deals in investments.

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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