What changed in this filing

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Item 1. Business

2024-02-27 compared with 2023-02-24 · 78 added, 113 removed, 134 unchanged (59% of the section changed)

Hub Group, Inc.

(the “Company”, “Hub”, “we”, “us”

or “our”) is a leading supply chain solutions provider that offers comprehensive transportation and logistics management services focused on reliability, visibility and value for our customers.

Our mission is to continuously elevate each customer’s business to drive long term success.

Our vision is to build the industry’s premier supply chain solutions.

Our service offerings include a full range of freight transportation and logistics services, some of which are provided by assets we own and operate, and some of which are provided by third parties with whom we contract.

Our transportation services include intermodal, truckload, less-than-truckload (“LTL”), flatbed, temperature-controlled, dedicated and regional trucking.

Our logistics services include full outsource logistics solutions, transportation management services, freight consolidation, warehousing and fulfillment, final mile delivery, parcel and international services.

(the “Company”, “Hub”, “we”, “us” or “our”) is a leading supply chain solutions provider that offers comprehensive transportation and logistics management services focused on reliability, visibility and value for our customers.

Our mission is to continuously elevate each customer’s business to drive long term success.

Our vision is to build the industry’s premier supply chain solution.

Our service offerings include a full range of freight transportation and logistics services, some of which are provided using assets we own and operate, and some of which are provided by third parties with whom we contract.

As we have continued to expand our service offerings and diversify our business, we have also made changes to the financial information that our CEO, who has been identified as our Chief Operating Decision Maker (CODM), uses to make operating and capital decisions.

Beginning in the first quarter of 2023, we concluded that we have two reportable segments:

Intermodal and Transportation Solutions (“ITS”) and Logistics which are based primarily on the services each segment provides.

We have recast the prior period information to conform with current year presentation.

Our ITS segment includes our intermodal and dedicated trucking.

Our Logistics segment includes full outsource logistics solutions, transportation management services, freight consolidation, warehousing and fulfillment, and final mile delivery services.

Logistics also includes our brokerage business which provides third-party truckload, less-than-truckload (“LTL”), flatbed and temperature-controlled needs.

We are one of the largest freight transportation providers in North America.

Hub services a large and diversified customer base in a broad range of industries, including retail, consumer products and durable goods.

Hub services a large and diversified customer base in a broad range of industries, including retail, consumer products, automotive and durable goods.

We believe our strategy to offer multi-modal supply chain management solutions serves to strengthen and deepen our relationships with our customers and allows us to provide a more cost effective and higher service solution.

We employ sales and marketing representatives throughout North America who service local, regional and national accounts.

We believe that fostering long-term customer relationships is critical to our success and allows us to better understand our customers’

needs and specifically tailor the transportation and logistics services we provide to them.

Our top 50 customers represent approximately 63% of revenue for the year ended December 31, 2022 while one customer accounted for more than 10% of our annual revenue.

Our business is seasonal to the extent that certain customer groups, such as retail, are seasonal.

We believe that fostering long-term customer relationships is critical to our success and allows us to better understand our customers’ needs and specifically tailor the transportation and logistics services we provide to them.

Our business is seasonal to the extent that certain customer groups and their shipping demand, such as retail, are seasonal.

A significant portion of our revenue and earnings is related to the provision of services to customers who serve consumer end markets in North America.

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Competition is based primarily on rates charged for services provided, quality of service, reliability, transit time and scope of operations.

Several transportation and logistics services providers and trucking companies, and all of the major railroads, may have substantially greater financial and other resources than we do.

Our service offering facilitates our customers’

desires for energy-efficient transportation and logistics solutions and assists in meeting their objectives to reduce their environmental footprint.

Our intermodal service is significantly more fuel efficient as compared to trucking transportation, and we continually seek opportunities to convert our customers’

transportation needs from trucking to intermodal.

Our service offering facilitates our customers’ desires for energy-efficient transportation and logistics solutions and assists in meeting their objectives to reduce their environmental footprint.

Our intermodal service is significantly more fuel efficient as compared to trucking transportation, and we continually seek opportunities to convert our customers’ transportation needs from trucking to intermodal.

In addition, our logistics offering includes shipment consolidation and network optimization services that seek to maximize the amount of freight carried per mile which reduces fuel consumption.

One of the objectives of our investment strategy is to replace older model tractors with newer, more energy-efficient equipment.

We also evaluate new technologies such as electric-powered tractors that offer attractive environmental benefits to us and our customers.

We also are investing in new technologies such as electric-powered tractors that offer attractive environmental benefits to us and our customers.

Our GPS-enabled container fleet allows for our truck drivers and third-party carriers to efficiently locate our containers without driving wasted miles.

We are an Environmental Protection Agency (EPA) SmartWay® Transport Partner, having been awarded the EPA’s SmartWay® Excellence Award nine times since 2008.

Our headquarter buildings in Oak Brook, IL are certified as “Gold”

by the Leadership in Energy and Environmental Design (LEED®) organization.

Please see the Investors section of our website ( https://investors.hubgroup.com/ ) for additional information on our environmental, social and governance attributes.

We are an Environmental Protection Agency (EPA) SmartWay® Transport Partner, having been awarded the EPA’s SmartWay® Excellence Award nine times since 2008.

Our headquarter buildings in Oak Brook, IL are certified as “Gold” by the Leadership in Energy and Environmental Design (LEED®) organization.

Please see the Investors section of our website ( investors.hubgroup.com ) for additional information on our environmental, social and governance attributes.

Our strategy to grow revenue, net income and cash flow includes the following elements:

• Deepen and diversify our customer relationships through a best-in-class customer experience across all of our service offerings;

Acquire and organically develop new service offerings for our customers that will diversify our revenue streams and deliver sophisticated supply chain logistics solutions;

Selectively invest in assets, such as containers and tractors, to drive organic growth and reduce our costs;

• Acquire and organically develop new service offerings for our customers that will diversify our revenue streams and deliver sophisticated supply chain solutions;

• Invest in assets, such as containers and tractors, to drive organic growth and reduce our costs;

• Build an industry leading information technology platform to drive growth and efficiency and support future innovations;

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Consistent with our strategy of acquiring companies that strengthen our offering to our customers, in 2022 we achieved system integration of Choptank and TAGG into our tech landscape which enabled cross-selling of our brokerage and fulfillment services for our expended customer base.

We expect to complete the same type of integration with the Forward Air Final Mile business during 2024.

We continue to make significant investment in refreshing critical technology for key functions including customer management, pricing, and order to cash processes, while enabling advanced technologies for data mining and trend analysis.

We carry commercial general liability insurance subject to a policy aggregate limit, and trucker’s automobile liability insurance with a limit per occurrence.

Additionally, we have an umbrella excess liability policy and maintain motor truck cargo liability insurance.

We contract with various third-party insurers to manage our business and operational risks and expenses.

Development of the Business

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For example, over the past several years we have invested in a fleet of refrigerated intermodal containers that represents a new service line which we marketed to our existing customer base.

We regularly evaluate acquisition and divesture transactions as a component of our strategy to enhance our core business lines and diversify our service offerings.

We regularly evaluate acquisitions as a component of our strategy to enhance our core business lines and diversify our service offerings.

Our recent strategic transactions include the following:

Forward Air Final Mile Acquisition.

On December 20, 2023, we acquired 100% of the equity interests of Forward Air Final Mile (“FAFM”).

FAFM provides residential last mile delivery services and installation of big and bulky goods, with a focus on appliances, throughout the United States.

The financial results of FAFM, since the date of acquisition, are included in our Logistics segment.

TAGG Acquisition.

On August 22, 2022, we acquired 100% of the equity interests of TAGG Logistics, LLC (“TAGG”

On August 22, 2022, we acquired 100% of the equity interests of TAGG Logistics, LLC (“TAGG” ).

The acquisition expanded our presence in the consolidation and fulfillment space and added a complementary e-commerce offering to serve our customers' multimodal transportation and logistics needs.

The acquisition added scale to our logistics service line and has enabled cross-selling opportunities.

The financial results of TAGG, since the date of acquisition, are primarily included in our logistics line of business.

The financial results of TAGG, since the date of acquisition, are primarily included in our Logistics segment.

Choptank Acquisition.

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The acquisition added scale to our truck brokerage operation, enhanced our refrigerated trucking transportation services offering and complemented our growing fleet of refrigerated intermodal containers.

The financial results of Choptank, since the date of acquisition, are primarily included in our truck brokerage line of business.

NonstopDelivery Acquisition.

On December 9, 2020, we acquired NonstopDelivery, LLC (“NSD”).

NSD provides residential final mile delivery services throughout the United States.

The financial results of NSD, since the date of acquisition, are included in our logistics line of business.

The financial results of Choptank, since the date of acquisition, are primarily included in our Logistics segment.

Services Provided

As part of our profit improvement initiatives, we have focused on realizing efficiencies between our drayage trucking operation (which supports our intermodal service) and our dedicated trucking operation, including through the sharing of equipment and drivers, and by leveraging a combined set of driver support services including driver recruiting, asset management and safety functions.

As a result, beginning in first quarter of 2022, we report revenue for these operations under the “Intermodal and Transportation Solutions”

line of business.

We operate the following lines of business:

As a result, beginning in the first quarter of 2023, we concluded we have two reportable segments - Intermodal and Transportation Solutions and Logistics, which are based primarily on the services each segment provides.

We have recast the prior period information to conform with current year presentation.

We operate the following segments:

Intermodal and transportation solutions.

Our intermodal and transportation solutions line of business offers high service, nationwide door-to-door intermodal transportation, providing value, visibility and reliability in both transcontinental and local lanes by combining rail transportation with local trucking.

Our intermodal and transportation solutions segment offers high service, nationwide door-to-door intermodal transportation, providing value, visibility and reliability in both transcontinental and local lanes by combining rail transportation with local trucking.

Our service offering is well positioned to assist our customers in reducing their transportation spend and achieving their carbon emissions objectives.

As an intermodal provider, we arrange for the movement of our customers’

freight in one of our containers, typically over long distances of 750 miles or more.

As an intermodal provider, we arrange for the movement of our customers’ freight in one of our containers, typically over long distances of 750 miles or more.

We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals.

Local pickup and delivery services (referred to as “drayage”) between origin or destination and rail terminals are provided by our own trucking operations and third parties with whom we contract.

Our predictive track and trace technology monitors the shipment to ensure that it arrives as scheduled and provides notification to our customer service personnel if there are service delays.

As of December 31, 2023, we owned approximately 50,000 dry, 53-foot containers and 900 refrigerated 53-foot containers.

We also exclusively leased approximately 225 dry, 53-foot containers.

As of December 31, 2023, our trucking transportation operation consisted of approximately 2,300 tractors, 2,900 employee drivers and 4,300 trailers.

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These assets and contractual services are used to support drayage for our intermodal service offering and to serve our customers who require high service local and regional trucking transportation using equipment dedicated to their needs.

Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer’s high service expectations.

During 2022, approximately 55% of Hub’s drayage needs were provided by our own drivers and tractors, or by owner operators with whom we contracted.

During 2023, approximately 78% of Hub’s drayage needs were provided by our own fleet, which includes our drivers and tractors and owner operators with whom we contracted operating under our motor carrier authority.

As of December 31, 2023, we operated trucking terminals at 26 locations throughout the United States, with locations in many large metropolitan areas.

Truck Brokerage.

We operate one of the largest truck brokerage operations in the United States, providing customers with a trucking option for their transportation needs.

Our brokerage does not operate any trucks;

instead we match customers’

needs with trucking carriers’

capacity to provide the most effective combination of service and price.

We have contracts with a substantial base of carriers allowing us to meet the varied needs of our customers.

Approximately half of our truck brokerage volume is generated from transactions in which we offer lane-based pricing at a fixed rate for periods of up to one year (referred to as “committed”

The remaining portion of our volume is generated based on shorter term transactional lane-based rates (referred to as “transactional”

In a typical truck brokerage transaction, the customer places an order with us for trucking transportation.

We identify a third-party trucking carrier to handle the load and coordinate a delivery appointment.

Once we receive confirmation that the freight has been picked up, we monitor the movement of the shipment until it reaches its destination and the delivery has been confirmed.

We offer a full range of trucking transportation services, including dry van, expedited, less-than-truckload, refrigerated and flatbed.

We substantially increased the size of our brokerage service line and increased our refrigerated transportation capabilities through the acquisition of Choptank in October 2021.

Our logistics business offers a wide range of transportation management services and technology solutions including shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, and shipment visibility.

We offer multi-modal transportation services including full truckload, LTL, intermodal, final mile, railcar, small parcel and international transportation.

Our Logistics segment offers a wide range of non-asset-based services including transportation management, freight brokerage services, shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking, consolidation services and final mile delivery.

Logistics includes our brokerage business which consists of a full range of trucking transportation services, including dry van, expedited, less-than-truckload (“LTL”), refrigerated and flatbed, all of which is provided by third-party carriers with whom we contract.

We leverage proprietary technology along with collaborative relationships with third-party service providers to deliver cost savings and performance-enhancing supply chain services to our clients.

Our transportation management offering also serves as a source of volume for our intermodal and truck brokerage service lines.

Our logistics offering also includes warehousing, fulfillment, cross-docking and consolidation services.

Our transportation management offering also serves as a source of volume for our ITS segment.

Many of the customers for these solutions are consumer goods companies who sell into the retail channel.

Our final mile delivery offering provides residential final mile delivery and installation of appliances and big and bulky goods.

Final mile operates through a network of independent service providers in company, customer and third-party facilities throughout the continental United States.

Our business operates or has access to approximately 11 million square feet of warehousing and cross-dock space across North America, to which our customers ship their goods to be stored and distributed to destinations including residences, retail stores and other commercial locations.

These services offer our customers shipment visibility, transportation cost savings, high service and compliance with retailers’

increasingly stringent supply chain requirements.

In August 2022, we acquired TAGG which enhanced our presence in the consolidation and fulfillment space and added a complementary e-commerce offering to serve our customers' multimodal transportation and logistics needs.

The acquisition added scale to our logistics service line and has resulted in cross-selling opportunities.

In December 2020, we acquired NSD which added residential final mile transportation services to our logistics offering.

Our final mile services include warehousing, product assembly, inbound transportation to warehouses, delivery of goods to residential locations, and reverse logistics services.

Customers for our final mile services include retailers and consumer goods companies.

We contract with nearly 200 vendors across the United States who provide warehousing and transportation to support our final mile offering.

These services offer our customers shipment visibility, transportation cost savings, high service and compliance with retailers’ increasingly stringent supply chain requirements.

Relationships with Transportation and Warehouse Vendors

We utilize an asset-light strategy that employs a combination of our company-operated equipment as well as assets operated by third parties to transport and store our customers’

goods, which allows us to optimize our investment in equipment and facilities and reduce the level of capital we employ in our business.

We utilize an asset-light strategy that employs a combination of our company-operated equipment as well as assets operated by third parties to transport and store our customers’ goods, which allows us to optimize our investment in equipment and facilities and reduce the level of capital we employ in our business.

We are one of the largest purchasers of rail transportation services in North America and generally have multi-year contractual agreements with our railroad providers that specify the costs we pay for transportation and related services, as well as service levels and other provisions.

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Our final mile operation contracts with nearly 570 vendors across the United States who provide warehousing and delivery services.

We require all of our trucking vendors to carry truckman’s auto liability insurance and cargo insurance.

Railroads, which are self-insured, provide limited cargo protection.

To cover freight loss or damage when a carrier’s liability cannot be established or a carrier’s insurance is insufficient to cover the claim, we carry our own cargo insurance.

We also carry general liability insurance with a companion umbrella policy on this general liability insurance.

We maintain separate insurance policies to cover potential exposure from our company-owned drayage and dedicated operations.

We require all of our trucking vendors to carry auto liability and cargo insurance.

Railroads, which typically carry higher self-insured retentions, provide limited cargo protection.

To cover freight loss or damage we carry our own cargo insurance.

We also carry general and auto liability insurance with an umbrella policy to cover potential exposure from our company-owned drayage and dedicated operations.

Government Regulations

The Company and several of our subsidiaries are licensed by the United States Department of Transportation (“DOT”) as brokers in arranging for the transportation of general commodities by motor vehicle.

To the extent that we perform truck brokerage services, we do so under these licenses.

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Our trucking subsidiaries operate under DOT motor carrier authority.

We are licensed by the United States Federal Maritime Commissions (“FMC”) as an Ocean Transportation Intermediary authorized to provide ocean freight forwarding and non-vessel operating common carrier services, which are regulated by the FMC.

Our business is also subject to requirements published by the United States Food and Drug Administration under the Food Safety Modernization Act regarding the use of sanitary transportation practices to ensure the safety of food transported by motor vehicle and rail.

To date, compliance with these regulations and licensing requirements has not had a material adverse effect on our capital expenditures, earnings or competitive position.

There are federal, state and local laws and regulations concerning environmental matters and employee health and safety that apply to the Company’s operations.

The Company is also subject to various federal, state and local laws and government regulations related to employment in the jurisdictions where we conduct business.

Complying with these and other laws and regulations has not had a materially adverse effect on the Company’s business.

Custom-Trade Partnership Against Terrorism

One of our subsidiaries achieved Custom-Trade Partnership Against Terrorism (“C-TPAT”) certification in 2013 and have maintained it since then.

C-TPAT is a voluntary supply chain security program led by United States Customs and Border Protection focused on improving the security of private companies’

supply chains.

One of our subsidiaries achieved Custom-Trade Partnership Against Terrorism (“C-TPAT”) certification in 2013 and has maintained it since then.

C-TPAT is a voluntary supply chain security program led by United States Customs and Border Protection focused on improving the security of private companies’ supply chains.

Companies who achieve C-TPAT certification must have a documented process for determining and alleviating risks throughout their international supply chain.

This certification allows us to be considered low risk, resulting in expedited processing of our customers’

cargo, including fewer customs examinations.

This certification allows us to be considered low risk, resulting in expedited processing of our customers’ cargo, including fewer customs examinations.

Human Capital

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We are not a party to any collective bargaining agreements and consider our relationship with our employees to be satisfactory.

Hub’s success depends in part on our ability to attract and retain skilled staff members, drivers and warehouse employees.

Our executive management team receives regular updates regarding headcount changes, turnover rates, hiring rates, manager training and employee satisfaction.

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Executive Chairman of the Board of Directors

President and Chief Executive Officer

Vice Chairman of the Board of Directors, President and Chief Executive Officer

Executive Vice President and Chief Operating Officer

Executive Vice President, Chief Financial Officer and Treasurer

Executive Vice President and Chief Accounting Officer

Executive Vice President and Chief Information Officer

Executive Vice President and Chief Human Resources Officer

Executive Vice President, General Counsel and Corporate Secretary

Executive Vice President, Chief Legal and Human Resource Officer and Corporate Secretary

Executive Vice President, Chief Marketing Officer and President of Intermodal and Transportation Solutions

Yeager has served as the Executive Chairman of our Board of Directors since January 2023.

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Yeager is the father of Phillip D.

Yeager became our President and Chief Executive Officer on January 1, 2023.

Prior to this appointment, Mr.

Yeager became our President and Chief Executive Officer on January 1, 2023 and was appointed Vice Chairman of the Board of Directors in February 2024.

Previously Mr.

Yeager served as President and Chief Operating Officer since July 2019, and as Chief Commercial Officer overseeing Intermodal and Truck Brokerage operations as well as sales, pricing, solutions and account management since January 2018.

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Alexander earned a Bachelor of Business Administration degree from Marquette University and Masters of Business Administration degree from Cardinal Stritch University.

DeMartino has served as Executive Vice President, Chief Financial Officer and Treasurer since July 2020.

In this role Mr.

DeMartino has responsibility for our financial reporting, financial operations, investor relations, debt and equity financing, and corporate development activities.

DeMartino joined the Company in 2016 as Vice President, Corporate Development and Strategy and led our acquisition and divestiture activities.

Prior to joining the Company he spent over 15 years in various financial roles, including corporate development and investment banking.

DeMartino received a Bachelor’s degree in Economics from Northwestern University.

Beth has served as Executive Vice President and Chief Accounting Officer since July 2020.

Beth was named Executive Vice President, Chief Financial Officer and Treasure on January 1, 2024 with responsibility over the organization’s financial activities, acquisitions, investor relations and relationships with the company’s lenders.

Prior to this role, Mr.

Beth served as Executive Vice President and Chief Accounting Officer since July 2020 where he transformed Hub Group’s financial systems and was instrumental in leading the accounting organization through the integration of acquisitions, divestitures and the implementation of new accounting standards.

Beth joined the Company in October 2003 as Corporate Controller and served as Controller and Assistant Treasurer beginning in March 2007.

He has been instrumental in transforming the Company’s financial systems and leading the accounting organization through the integration of acquisitions, divestures, and implementation of accounting standards.

Beth is a Certified Public Accountant and held various auditing and corporate accounting positions prior to joining the Company.

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Previously, Mr.

Bansal served as Senior Vice President of Application Development and was responsible for the development, configuration, and delivery of Hub’s software as well as the product development strategy, architecture, and technical solutions.

Bansal has spent over 20 years in engineering and product development roles.

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where he led IT for multiple North American transportation business units and was Vice President, Product Development at E2Open, a developer of a SaaS-based supply-chain management platform.

Bansal earned a Master of Business Administration degree from the Indian Institute of Management in Ahmedabad, India and a Bachelor’s degree in Engineering from V.J.T.I.

in Bombay, India.

McDermott joined the Company in August 2019 as our Executive Vice President and Chief Human Resources Officer (“CHRO”).

McDermott has nearly 25 years of experience in human resources and, prior to joining the Company, served as Senior Vice President of Human Resources at Assurance Agency, an insurance brokerage, from October 2015 through July 2019 and in a variety of executive roles at National Express Corporation prior to her employment with Assurance Agency.

McDermott is responsible for developing the Company’s employees, managing diverse workforces and implementing strategic plans for benefits, safety programs and technology systems.

McDermott earned a Bachelor of Science in Business Administration from Lewis University and a Master of Business Administration, Operations and Finance from DePaul University’s Kellstadt Graduate School of Business.

McDermott is a Society for Human Resources Management Senior Certified Professional and has received her Senior Professional in Human Resources certification from the HR Certification Institute.

LaFrance joined the Company as Executive Vice President, General Counsel and Corporate Secretary in August 2021.

LaFrance became our Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary in February 2024 after joining the Company as Executive Vice President, General Counsel and Corporate Secretary in August 2021.

In this role, Mr.

LaFrance leads the Company’s legal, compliance and governance efforts.

LaFrance leads the Company’s legal, claims and compliance, and human resource efforts.

LaFrance has over 30 years of global legal experience in multiple sectors, including having served as general counsel of General Electric Company's transportation and security technology divisions, as well as senior legal roles at Wabtec Corporation, National Grid plc and United Technologies Corporation.

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from Georgetown University Law Center.

Brian Meents became our Executive Vice President, Chief Marketing Officer and President of Intermodal and Transportation Solutions in February 2024 after previously holding the role of Executive Vice President, Chief Marketing Officer since 2023.

Meents is responsible for our intermodal business as well as pricing, analytics, continuous improvement, and marketing.

Meents joined Hub Group in 2009 and held roles with increasing responsibility in business development, as Vice President of Account Management, where he focused on the development of client relationships, account strategy and innovation, and as Executive Vice President of Account Management, Sales, and Marketing.

In addition to his responsibilities at Hub, Mr.

Meents serves on the board of the University of Denver’s Transportation and Supply Chain Institute.

Meents received his Bachelor’s degree from North Central College and an Executive Master’s degree in Transportation from the University of Denver.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are filed with the Securities and Exchange Commission (“SEC”).

We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC.

The reports and other information that we file with the SEC are available free of charge on our website at www.hubgroup.com as soon as reasonably practicable after we electronically file or furnish such reports to the SEC.

In addition, the SEC maintains a website (http://www.sec.gov) that contains our annual, quarterly, and current reports, proxy and information statements, and other information we electronically file with, or furnish to, the SEC.

In addition, the SEC maintains a website ( www.sec.gov ) that contains our annual, quarterly, and current reports, proxy and information statements, and other information we electronically file with, or furnish to, the SEC.

Information on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

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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