What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-02-18 compared with 2020-02-27 · 71 added, 76 removed, 309 unchanged (32% of the section changed)

11 unchanged sentences

We must then determine how best to employ reasonably available resources to prevent, mitigate and/or minimize those risks we identify as having the greatest potential to cause significant damage from an operational, financial, or reputational standpoint.

Starting in 2018, we have made enhancements to our enterprise risk management ("ERM") methodology across the globe.

These enhancements were designed to (i) improve and align our understanding, as well as enhance our public disclosure, of the most material risks facing us, (ii) improve decision making in governance, strategy, objective setting and day-to-day operations, (iii) decide the actions necessary to mitigate any significant risks with the potential to cause financial or reputational harm to us, and (iv) assign priorities and ownership for purposes of executing those actions.

Using this updated methodology, the top risks were communicated to the GEB, the Audit Committee and the rest of our Board of Directors.

Our Board and its Committees take active roles in overseeing management's identification, disclosure and mitigation of enterprise risks.

Our ongoing ERM efforts have significantly shaped the following risk factors and their discussion.

Our ongoing enterprise risk management efforts have significantly shaped the following risk factors and their discussion.

Categorization of Enterprise Risks .

This section reflects our current views, as of the issuance of this report, concerning the most significant risks we believe our business faces, both in the short and long term.

We do not, however, purport to include every possible risk from which we might sustain a loss.

For purposes of the following analysis and discussion, we generally group the risks we face according to four principal categories:

Operational Risk Factors

Strategic Risk Factors

For purposes of the following analysis and discussion, we group the risks we face according to five principal categories:

• Operational Risk Factors • Financial Risk Factors

• Strategic Risk Factors • General Risk Factors

• Legal and Compliance Risk Factors

Financial Risk Factors

We could appropriately place some of the risks we identify in more than one category, but we have chosen the one category we view as primary.

29 unchanged sentences

It is increasingly challenging to predict regional and national labor policies, as well as regulations.

The potential indirect implications of these changes are difficult to assess.

The indirect implications of these changes are difficult to assess.

THIRD PARTY SPEND MANAGEMENT AND HEALTH AND SAFETY RISK.

We rely on third parties, and in some cases subcontractors, to perform activities on behalf of our organization to improve quality, increase efficiencies, cut costs and lower operational risks across our business and support functions.

We rely on third parties, and in some cases subcontractors, to perform activities on behalf of our organization to improve quality, increase efficiencies, reduce costs and lower operational risks across our business and support functions.

We have instituted a Vendor Code of Conduct, which is published in multiple languages on our website, and which is intended to communicate to our vendors the standards of conduct we expect them to uphold.

10 unchanged sentences

However, despite investment in our safety platform, management systems and vendor due diligence program, additional efforts are necessary to ensure vendors are aware of our high health and safety expectations.

WE FACE POTENTIAL BUSINESS DISRUPTION AND RELATED RISKS RESULTING FROM HEALTH EPIDEMICS, ESPECIALLY THE NOVEL CORONAVIRUS (COVID-19) PANDEMIC.

Health epidemics that affect the general conduct of business in one or more urban areas (including as the result of travel restrictions and the inability to conduct face-to-face meetings), such as occurred in the past from influenza, occurring at present (COVID-19) or may occur in the future from other types of outbreak, can also adversely affect the volume of business transactions, real estate markets and the cost of operating real estate or providing real estate services.

At present, efforts to contain and mitigate the COVID-19 pandemic are occurring in many countries where we operate, including the United States.

The actions taken have resulted in unprecedented restrictions on businesses, including closures, with a substantial reduction in economic activity in most countries.

The pandemic had a material effect on our financial results in 2020.

Our transaction-based services lines had a significant year-over-year decline in activity as non-essential transactions were delayed, reduced in scope or cancelled, particularly in the last nine months of 2020.

Certain costs in our operating structure are fixed in nature and given the uncertainty of the COVID-19 pandemic and its human and economic impact, immediate cuts to these fixed costs to mirror the declines in revenues were not practical.

Significant uncertainty remains as to the full impact of the COVID-19 pandemic on our operations, and on the global economy as a whole, including potential changes in commercial behavior.

It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to pre-pandemic levels.

We expect the ultimate significance of the impact of these disruptions, including the extent of their adverse impact on our financial and operational results, will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration of the COVID-19 pandemic and the impact of governmental regulations that might be imposed in response.

COVID-19 also makes it more challenging for management to estimate future performance of our businesses, particularly over the near to medium term.

TECHNOLOGY AND INFORMATION SYSTEMS;

6 unchanged sentences

In general, cyber incidents can result from deliberate attacks or unintentional events.

We have observed an increased level of attention focused on cyber attacks that include gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

We have experienced various types of cyber attack incidents, which to date have been contained and have not been material to the organization as a whole.

We continue to observe an increased level of cyber threats focused on gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

We have experienced various types of cyber attack incidents, which to-date have been contained and have not been material to us as a whole.

As the result of such incidents, we have continued to implement new controls, governance, technical protections and other procedures.

We may incur substantial costs and suffer other negative consequences such as liability, reputational harm and significant remediation costs and cause material harm to our business and financial results if we fall victim to other successful cyber attacks.

The legislative and regulatory framework for privacy and data protection issues worldwide is rapidly evolving and is likely to remain fluid for the foreseeable future.

We collect personally identifiable information ("PII") and other data as integral parts of its business processes and activities.

We may incur substantial costs and suffer other negative consequences such as liability, reputational harm and significant remediation costs and experience material harm to our business and financial results if we fall victim to other successful cyber attacks.

The legislative and regulatory framework for privacy and data protection issues worldwide continues to evolve.

We collect personally identifiable information ("PII") and other data as part of our business processes and activities.

This data is subject to a variety of U.S.

and foreign laws and regulations, including oversight by various regulatory or other governmental bodies.

Many foreign countries and governmental bodies, including the European Union, Canada, and other relevant jurisdictions where we conduct business, have laws and regulations concerning the collection and use of PII and other data obtained from their residents or by businesses operating within their jurisdictions.

The European Union General Data Protection Regulation imposes stringent data protection requirements and provides significant penalties for noncompliance.

New privacy laws will continue to come into effect around the world in 2020, with one of the most significant being the California Consumer Privacy Act on January 1, 2020.

Many foreign countries and governmental bodies have laws and regulations concerning the collection and use of PII and other data obtained from their residents or by businesses operating within their jurisdictions.

The European Union General Data Protection Regulation, for example, imposes stringent data protection requirements and provides significant penalties for noncompliance.

Any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations (including at newly acquired companies) could result in additional cost and liability to us or company officials, damage our reputation, inhibit sales, and otherwise adversely affect our business.

8 unchanged sentences

In the case of LaSalle, concentration of investor clients can lead to fewer sources of investment capital, which can negatively affect assets under management in case a higher-volume client withdraws its funds or does not re-invest them.

This is also the case within LaSalle's securities business and for JLL IPT, which are both dependent on the continued ability and willingness of certain brokerage firms to attract investment funds from their clients.

This is also the case within LaSalle's businesses which are dependent on the continued ability and willingness of certain brokerage firms to attract investment funds from their clients.

In addition, competitive conditions, particularly in connection with increasingly large clients, may require us to compromise on certain contract terms with respect to the payment of fees, the extent of risk transfer, or acting as principal rather than agent in connection with supplier relationships, liability limitations, credit terms and other contractual terms, or in connection with disputes or potential litigation.

1 unchanged sentence

PERFORMANCE AND FIDUCIARY OBLIGATIONS UNDER CLIENT CONTRACTS;

REVENUE RECOGNITION;

RISING COST OF INSURANCE RESULTING FROM NEGLIGENCE CLAIMS;

8 unchanged sentences

If we perform services for clients beyond, or different from, what were originally contemplated in the governing contracts (known as "scope creep"), we may not be fully reimbursed for the services provided, realize our full compensation potential or our potential liability in the case of a negligence claim may not have been as limited as it normally would have been or may be unclear.

ABILITY TO CONTINUE TO MAINTAIN SATISFACTORY INTERNAL FINANCIAL REPORTING CONTROLS AND PROCEDURES.

If we are not able to continue to operate successfully under the requirements of Section 404 of the United States Sarbanes-Oxley Act of 2002, or if there is a failure of one or more controls over financial reporting due to fraud, improper execution or the failure of such controls to adjust adequately as our business evolves, then our reputation, financial results and the market price of our stock could suffer.

We may be exposed to potential risks from this legislation, which requires companies to evaluate the effectiveness of their internal controls, and such internal control over financial reporting is subject to audit by their independent registered public accounting firm on an annual basis.

We have evaluated our internal control over financial reporting as required for purposes of this Annual Report on Form 10-K for the year ended December 31, 2019.

Our management concluded our internal control over financial reporting was effective as of December 31, 2019 .

Our independent registered public accounting firm has issued an unqualified opinion on the effectiveness of our internal control over financial reporting.

However, there can be no assurance we will continue to receive an unqualified opinion in future years, particularly since standards continue to evolve and are not necessarily being applied consistently from one independent registered public accounting firm to another.

If we identify one or more material weaknesses in our internal control over financial reporting in the future that we cannot remediate in a timely fashion, we may be unable to receive an unqualified opinion at some time in the future from our independent registered public accounting firm.

CORPORATE CONFLICTS OF INTEREST.

27 unchanged sentences

We cannot be sure the intellectual property we may use in the course of operating our business or the services we offer to clients do not infringe on the rights of third parties.

Although, in order to mitigate the risk, we do obtain from the licensors representations and warranties, as well as indemnities, which they do not infringe.

Although, we do obtain representations and warranties, as well as indemnities, from the licensors in order to mitigate this risk.

We may have infringement claims asserted against us or against our clients.

9 unchanged sentences

and the continued uncertainty on the direction of global tax policy.

Most recently, we have continued to assess the potential adverse effects of the ongoing global COVID-19 pandemic on general economic conditions.

In this environment, we have continued to grow our business largely by gaining market share and as the result of targeted acquisitions.

It is inherently difficult for us to predict how these types of significant global forces will affect our business in the future and whether we will continue to be able to generate revenue growth to the same extent as we have in the past.

Decline in acquisition and disposition activity

Decline in real estate values and performance, leasing activity and rental rates

Decline in value of real estate securities

Cyclicality in the real estate markets;

lag in recovery relative to broader markets

Effect of changes in non-real estate markets

Negative economic conditions and declines in demand for real estate and related services in several markets or in significant markets could have a material adverse effect on our performance driven by (i) a decline in acquisition and disposition activity, (ii) a decline in real estate values and performance, leasing activity and rental rates, (iii) a decline in value of real estate securities, (iv) the cyclicality in the real estate markets;

lag in recovery relative to broader markets, or (v) the effect of changes in non-real estate markets.

POLITICAL AND ECONOMIC INSTABILITY AND TRANSPARENCY:

1 unchanged sentence

TERRORIST ACTIVITIES.

HEALTH EPIDEMICS.

Global events could affect our business.

3 unchanged sentences

In recent years there have been significant political changes in several countries where we have significant operations, resulting in changes to financial, tax, tariffs, healthcare, governance, immigration and other laws that may directly affect our business and continue to evolve.

The withdrawal of the United Kingdom from the European Union on January 31, 2020 and the impact of the 2020 transition period as well as other aspects of the withdrawal may adversely affect business activity, political stability and economic conditions in the United Kingdom, the European Union and elsewhere.

The withdrawal of the United Kingdom from the European Union on January 31, 2020 and the ongoing uncertainty with respect to the future relationship of the United Kingdom and the European Union, notwithstanding the impact of the provisional free-trade agreement entered into between the United Kingdom and the European Union on December 24, 2020, may adversely affect business activity, political stability and economic conditions in the United Kingdom, the European Union and elsewhere.

The economic conditions and outlook could be further adversely affected by (i) new or modified trading arrangements between the United Kingdom and other countries, (ii) the risk that one or more other European Union countries could come under increasing pressure to leave the European Union, or (iii) the risk the euro as the single currency of the Eurozone could cease to exist.

1 unchanged sentence

Any of these developments could affect our businesses, liquidity, results of operations and financial position.

Health epidemics that affect the general conduct of business in one or more urban areas (including as the result of travel restrictions and the inability to conduct face-to-face meetings), such as occurred in the past from influenza, or may occur in the future from other types of outbreak, can also adversely affect the volume of business transactions, real estate markets and the cost of operating real estate or providing real estate services.

REAL ESTATE SERVICES AND INVESTMENT MANAGEMENT MARKETS ARE HIGHLY COMPETITIVE.

We provide a broad range of commercial real estate and investment management services.

There is significant competition on international, regional and local levels with respect to many of these services and in commercial real estate services generally.

Depending on the service, we face competition from other real estate service providers, institutional lenders, insurance companies, investment banking firms, investment managers, accounting firms, technology firms, consulting firms, co-locating providers, temporary space providers and firms providing outsourcing of various types (including technology and building products), any of which may be a global, regional or local firm, and from firms that self-provide their real estate services with in-house capabilities.

Many of our competitors are local or regional firms.

Although they may be substantially smaller in overall size than we are, they may be larger than we are in a specific local or regional market.

Depending on the service, we may face significant competition from other real estate service providers, institutional lenders, insurance companies, investment banking firms, investment managers, accounting firms, technology firms, consulting firms, co-locating providers, temporary space providers and firms providing outsourcing of various types (including technology and building products), any of which may be a global, regional or local firm, and from firms that self-perform their real estate services with in-house capabilities.

Many of our competitors are local or regional firms, which may be substantially smaller in size than we are but hold a larger share of a specific local market.

Some of our competitors have expanded the services they offer in an attempt to gain additional business.

18 unchanged sentences

Within our Real Estate Services business, our revenue and profits have historically grown progressively by quarter throughout the year mostly due to completing or documenting transactions by fiscal year-end and the fact that certain of our expenses are constant through the year.

Historically, we have reported a relatively smaller profit in the first quarter and then increasingly larger profits during each of the following three quarters, excluding the recognition of investment-generated performance fees and co-investment equity gains or losses, each of which can be particularly unpredictable.

The seasonality of our business makes it difficult to determine during the course of the year whether planned results will be achieved, and thus to budget, and to adjust to changes in expectations.

10 unchanged sentences

diversion of management attention, failure to identify certain liabilities and issues during the due diligence process, and the inability to retain personnel and clients of the acquired business.

Since 2017, we intentionally reduced the pace of acquisitions to focus on the continued integration of companies we previously acquired.

Notwithstanding that recent direction, we continue to look for outstanding acquisition opportunities, and on July 1, 2019 we completed the largest acquisition in our history by acquiring HFF, Inc.

To a much lesser degree, we have occasionally entered into joint ventures to conduct certain businesses or enter new geographies, and we will consider doing so in appropriate situations in the future.

12 unchanged sentences

Starting in 2007 and continuing through 2009, for example, real estate prices in many markets declined as the result of the significant tightening of credit markets and the effects of recessionary economies and significant unemployment.

We had no notable impairment activity during the three years ended December 31, 2019 .

In contrast, as real estate investments benefited from favorable interest rate environments globally, and with continuing recovery in many of our markets, we recognized equity earnings, primarily from our co-investments, of $36.3 million , $32.8 million and $44.4 million for the years ended December 31, 2019, 2018, and 2017, respectively

Looking presently at the three years ended December 31, 2020, we had no notable impairment activity.

• We will have fluctuations in earnings and cash flow as we recognize gains or losses, and receive cash upon the disposition of investments, the timing of which is geared toward the benefit of our clients.

3 unchanged sentences

• We make co-investments in real estate in many countries, and this presents tax, political/legislative, currency, and other risks as described elsewhere in this Item.

In certain situations, although they have been relatively limited historically, we raise funds from outside investors where we are the sponsor of real estate investments, developments, or projects.

In certain situations, we raise funds from outside investors where we are the sponsor of real estate investments, developments, or projects.

To the extent we return less than the investors' original investments because the investments, developments, or projects have underperformed relative to expectations, the investors could attempt to recoup the full amount of their investments under securities law theories such as lack of adequate disclosure when funds were initially raised.

43 unchanged sentences

To fund the Agency loans we originate, we require short-term funding capacity.

As of December 31, 2019, we had $2,425.0 million of committed loan funding available through commercial banks.

As of December 31, 2020, we had $3.2 billion of committed loan funding available through commercial banks.

Consistent with industry practice, our existing warehouse facilities are short-term, requiring annual renewal.

13 unchanged sentences

This may include claims with respect to conflicts of interest where we are acting, or are perceived to be acting, for two or more clients with potentially contrary interests.

POTENTIALLY ADVERSE TAX CONSEQUENCES;

CHANGES IN TAX LEGISLATION, REGULATION AND TAX RATES.

We face a variety of risks of increased future taxation on our earnings as a corporate taxpayer in the countries in which we have operations.

Moving funds between countries can produce adverse tax consequences.

In addition, as our operations are global, we face challenges in effectively gaining a tax benefit for costs incurred in one country that benefit our operations in other countries.

Changes in tax legislation or tax rates may occur in one or more jurisdictions in which we operate that may materially impact the cost of operating our business.

In December 2017, the U.S.

government enacted comprehensive federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Act").

The Act included new limitations on business-related deductions and could increase the taxation of foreign earnings in the U.S., which could increase our future tax expense.

In addition, the potential exists for significant legislative policy change in the taxation of multinational corporations, as has recently been the subject of the Base Erosion and Profit Shifting project of the Organization for Economic Co-operation and Development, the European Union Anti-Tax Avoidance Directives, and legislation inspired or required by those initiatives.

It is also possible that some governments will make significant changes to their tax policies in response to factors such as budgetary needs, feedback from the business community and the public view on applicable tax planning activities.

Further, interpretations of existing tax law in various countries may change due to the regulatory and examination policies of the tax authorities and the decisions of courts.

We face such risks both in our own business and in the investment funds LaSalle operates.

Adverse or unanticipated tax consequences to the funds can negatively impact fund performance, incentive fees and the value of co-investments we have made.

We are uncertain as to the ultimate results of these potential changes or what their effects will be on our business.

ENVIRONMENTAL LIABILITIES AND REGULATIONS;

16 unchanged sentences

In Brazil, employees can risk jail sentences as well as fines in connection with pollution incidents.

In April 2014, China passed the biggest changes to its environmental protection laws in 25 years, outlining plans to punish polluters more severely as leaders work to limit contaminated water, air and soil linked to economic growth and public health.

In September 2020, China announced a commitment to be carbon neutral by 2060.

This follows environmental protection laws passed in 2014 designed to limit contaminated water, air and soil linked to economic growth and public health.

Declining air quality in major cities may have consequences for our business in various ways, including the need to respond to new regulations that affect the management of buildings, declines in the desire of investors or corporates to invest in or occupy properties in such cities, and our ability to retain staff in locations that may be relatively undesirable as places to live.

2 unchanged sentences

and liquidity risk, including risk related to our credit ratings and our availability and cost of funding.

DOWNGRADES IN OUR CREDIT RATINGS COULD INCREASE OUR BORROWING COSTS OR REDUCE OUR ACCESS TO FUNDING SOURCES IN THE CREDIT AND CAPITAL MARKETS.

We are currently assigned corporate credit ratings from Moody's and S&P based on their evaluation of our creditworthiness.

As of the date of this filing, our debt ratings remain investment grade, but there can be no assurance we will not be downgraded or that any of our ratings will remain investment grade in the future.

If our credit ratings are downgraded or other negative action is taken, we could be required, among other things, to pay additional interest on certain of our senior notes.

Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow.

VOLATILITY IN TRANSACTIONAL-BASED REVENUE.

LaSalle's portfolio is of sufficient size to periodically generate large incentive fees and equity gains (losses) that significantly influence our earnings and the changes in earnings from one year to the next.

Volatility in this component of our earnings is inevitable due to the nature of this aspect of our business, and the amount of incentive fees or equity earnings or losses we may recognize in future quarters is inherently unpredictable and relates to client needs, the market and other dynamics in effect at the time.

Where incentive fees on a given transaction or portfolio are particularly large, certain clients have attempted to renegotiate fees even though contractually obligated to pay them, and we expect this to occur from time to time in the future.

Our efforts to collect our fees in these situations may lead to significant legal fees and/or significant delays in collection due to extended negotiations, arbitration or litigation.

Volatility in this component of our earnings is inevitable due to the nature of this aspect of our business, and the amount of incentive fees or equity earnings or losses we may recognize in future quarters is inherently unpredictable as it relates to client needs, the market and other dynamics in effect at the time.

We have business lines other than LaSalle that also generate fees based on the timing, size and pricing of closed transactions, and these fees may significantly contribute to our earnings and to changes in earnings from one quarter or year to the next.

8 unchanged sentences

As an example, the euro and the pound sterling, each a currency used in a significant portion of our operations, have fluctuated notably in recent years.

Our revenue from outside of the United States approximated 44% and 48% of our total revenue for 2019 and 2018, respectively.

Our revenue from outside of the United States approximated 43% our total revenue for 2020.

In addition to the potential negative impact on reported earnings, fluctuations in currencies relative to the U.S.

5 unchanged sentences

In addition, there can be no guarantee the counterparty will fulfill its obligations under the contractual agreement, especially in the event of a bankruptcy or insolvency of the counterparty, which would effectively leave us unhedged.

DOWNGRADES IN OUR CREDIT RATINGS COULD INCREASE OUR BORROWING COSTS OR REDUCE OUR ACCESS TO FUNDING SOURCES IN THE CREDIT AND CAPITAL MARKETS.

We are currently assigned corporate credit ratings from Moody's and S&P based on their evaluation of our creditworthiness.

As of the date of this filing, our debt ratings remain investment grade, but there can be no assurance we will not be downgraded or that any of our ratings will remain investment grade in the future.

If our credit ratings are downgraded or other negative action is taken, we could be required, among other things, to pay additional interest on certain of our senior notes.

INCREASING FINANCIAL RISK OF COUNTERPARTIES, INCLUDING REFINANCING RISK.

5 unchanged sentences

• Maintaining cash deposits or other investments, both our own and those we hold for the benefit of clients, which are generally much larger than the maximum amount of government-sponsored deposit insurance in effect for a particular account

General Risk Factors

ABILITY TO CONTINUE TO MAINTAIN SATISFACTORY INTERNAL FINANCIAL REPORTING CONTROLS AND PROCEDURES.

We have evaluated our internal control over financial reporting as required for purposes of this Annual Report on Form 10-K for the year ended December 31, 2020.

Our management concluded our internal control over financial reporting was effective as of December 31, 2020.

Our independent registered public accounting firm has issued an unqualified opinion on the effectiveness of our internal control over financial reporting.

POTENTIALLY ADVERSE TAX CONSEQUENCES;

CHANGES IN TAX LEGISLATION, REGULATION AND TAX RATES.

We face a variety of risks of increased future taxation on our earnings as a corporate taxpayer in the countries in which we have operations.

Moving funds between countries can produce adverse tax consequences.

In addition, as our operations are global, we face challenges in effectively gaining a tax benefit for costs incurred in one country that benefit our operations in other countries.

Changes in tax legislation or tax rates may occur in one or more jurisdictions in which we operate that may materially impact the cost of operating our business.

In December 2017, the U.S.

government enacted comprehensive federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Act").

The Act included new limitations on business-related deductions and could increase the taxation of foreign earnings in the U.S., which could increase our future tax expense.

Further changes to U.S.

corporate tax law have been proposed in the past year, some of which could further increase our future tax expense if enacted.

Further, interpretations of existing tax law in various countries may change due to the regulatory and examination policies of the tax authorities and the decisions of courts.

We face such risks both in our own business and in the investment funds LaSalle operates.

Adverse or unanticipated tax consequences to the funds can negatively impact fund performance, incentive fees and the value of co-investments we have made.

We are uncertain as to the ultimate results of these potential changes or what their effects will be on our business.

UNRESOLVED STAFF COMMENTS

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 1A. Risk Factors