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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-27 · 119 added, 110 removed, 585 unchanged (28% of the section changed)

CONTROLS AND PROCEDURES

Under the direction of our Chief Executive Officer and our Chief Financial Officer, we have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

We, under the direction of our Chief Executive Officer and our Chief Financial Officer, have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Our Chief Executive Officer and our Chief Financial Officer reviewed and evaluated Progressive’s disclosure controls and procedures as of the end of the period covered by this report.

Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Progressive’s disclosure controls and procedures are effectively serving the stated purposes as of the end of the period covered by this report.

Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effectively serving the stated purposes as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting and the attestation of the independent registered public accounting firm are incorporated by reference from our Annual Report.

1 unchanged sentence

OTHER INFORMATION

On November 21, 2023 , Karen B.

Bailo , our Commercial Lines President , entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The plan provides for (i) the sale of all shares vested during the duration of the plan pursuant to certain equity awards previously granted to Ms.

Bailo, excluding any shares withheld by the company to satisfy tax withholding obligations, and (ii) 3,212 shares of the company’s common stock.

Bailo’s plan will expire on November 29, 2024 , subject to the plan’s earlier expiration or completion in accordance with its terms.

On October 16, 2023 , Patrick K.

Callahan , our Personal Lines President , entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The plan provides for the sale of all shares vested during the duration of the plan pursuant to certain equity awards previously granted to Mr.

Callahan, excluding any shares withheld by the company to satisfy tax withholding obligations.

Callahan’s plan will expire on September 30, 2024 , subject to the plan’s earlier expiration or completion in accordance with its terms.

President and CEO Susan Patricia Griffith’s annual letter to shareholders is included as Exhibit 99 to this Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

Information relating to executive officers of Progressive follows.

Unless otherwise indicated, the executive officer has held the position(s) indicated with Progressive.

Unless noted below, all positions were with Progressive.

Name Age Offices Held and Last Five Years’ Business Experience

3 unchanged sentences

Commercial Lines Acquisition and Small Business General Manager from January 2020 to September 2020;

Commercial Lines Controller from August 2018 to December 2019;

Agency Distribution Business Leader prior to August 2018

Commercial Lines Controller prior to January 2020

Bauer 46 Chief Investment Officer since January 2020;

11 unchanged sentences

Assistant Secretary

Mascaro 59 Vice President, Secretary, and Chief Legal Officer

John Murphy 54 Claims President since December 2021;

2 unchanged sentences

Chief Human Resources Officer prior to December 2021

Quigg 43 Chief Strategy Officer since July 2018;

Customer Experience General Manager prior to July 2018

Stringer 49 Vice President, Secretary, and Chief Legal Officer since January 2024;

Deputy General Counsel, Litigation and Employment, prior to January 2024

Quigg 44 Chief Strategy Officer

Delinquent Section 16(a) Reports .

124 unchanged sentences

THE PROGRESSIVE CORPORATION (PARENT COMPANY)

(millions - except per share amounts)

Investment in affiliate $ 5.0 $ 5.0

20 unchanged sentences

See Note 4 – Debt in our Annual Report for further discussion.

2 See Note 7 – Subsequent Event in these condensed financial statements.

See notes to condensed financial statements.

16 unchanged sentences

Additional investments in equity securities of consolidated subsidiaries ( 621.5 ) ( 797.8 ) ( 397.3 )

(Paid to) received from investment subsidiary ( 716.6 ) 2,519.6 ( 2,989.7 )

Received from (paid to) investment subsidiary 307.3 ( 716.6 ) 2,519.6

Acquisition of Protective Insurance Corporation 0 0 ( 337.5 )

Acquisition of additional shares of ARX Holding Corp.

0 0 ( 233.2 )

Net cash provided by (used in) investing activities ( 314.2 ) ( 1,514.4 ) 1,784.8

17 unchanged sentences

at December 31, 2023, 2022, and 2021, $ 4.2 billion, $ 4.4 billion, and $ 4.2 billion, respectively, of marketable securities were available in this subsidiary.

Our condensed statement of cash flows for the year ended December 31, 2021, was revised to properly reflect the change in income taxes as a decrease to cash from operating activities rather than an increase as it was reported last year.

At December 31, 2021, we had net taxes recoverable, compared to net taxes payable at December 31, 2020.

Since income taxes recoverable/payable are components of “other assets” and “accounts payable, accrued expenses, and other liabilities,” respectively, in the condensed balance sheets, this revision had no impact on net cash provided by operating activities for the year ended December 31, 2021.

For the years ended December 31, non-cash activity included the following:

3 unchanged sentences

Preferred share dividends 1

13.4 13.4 13.4

Loan to ARX converted to capital contribution 0 0 225.0

1 Declared but unpaid.

4 unchanged sentences

Interest 264.9 228.9 223.9

Income Taxes — The Progressive Corporation files a consolidated federal income tax return with its subsidiaries and acts as an agent for the consolidated tax group when making payments to the Internal Revenue Service.

Income Taxes — The Progressive Corporation files a consolidated federal income tax return with its eligible subsidiaries and acts as an agent for the consolidated tax group when making payments to the Internal Revenue Service.

The Progressive Corporation consolidated group’s net income taxes currently payable/recoverable are included in other liabilities/assets, respectively, in the accompanying condensed balance sheets based on the balance at the end of the year.

5 unchanged sentences

Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in our Annual Report.

Subsequent Event — Pursuant to authorization from our Board of Directors, we redeemed all of the outstanding Serial Preferred Shares, Series B, at the stated amount of $ 1,000 per share, for an aggregate payout of $ 507.8 million, including accrued and unpaid dividends to, but excluding, February 22, 2024, which is the redemption date.

SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION

24 unchanged sentences

Personal Lines $ 35,373.3 $ 27,043.1 $ 2,614.7 $ 4,656.8 $ 36,168.8

$ 32,620.1 $ 20,611.7 $ 2,437.3 $ 5,762.0 $ 33,342.6

Commercial Lines 6,945.2 4,814.5 734.1 742.3 8,015.9

6 unchanged sentences

2 Excludes total net realized gains (losses) on securities.

3 Other operating expenses includes $ 1,077.4 million of policyholder credits issued to personal auto customers.

SCHEDULE IV — REINSURANCE

36 unchanged sentences

* Director February 26, 2024

Philip Bleser

* Director February 26, 2024

Philip Bleser

* Director February 26, 2024

7 unchanged sentences

Kahina Van Dyke

Mascaro, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to powers of attorney duly executed by such person.

/s/ Daniel P.

Mascaro February 27, 2023

Stringer, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to powers of attorney duly executed by such person.

Stringer February 26, 2024

Attorney-in-fact

10 unchanged sentences

4 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Annual Report on Form 10-K (filed on March 2, 2020;

Exhibit 4.23 therein)

Filed herewith

4 4.2 Form of certificate representing Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares

1 unchanged sentence

Exhibit 4.3 therein)

4 4.3 Indenture dated as of September 15, 1993 between The Progressive Corporation and State Street Bank and Trust Company (successor in interest to The First National Bank of Boston), as Trustee (“1993 Senior Indenture”) (including table of contents and cross-reference sheet)

Registration Statement No.

333-48935 (filed on March 31, 1998;

Exhibit 4.1 therein)

4 4.4 First Supplemental Indenture dated March 15, 1996 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company

Registration Statement No.

333-01745 (filed on March 15, 1996;

Exhibit 4.2 therein)

4 4.5 Second Supplemental Indenture dated February 26, 1999 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee

Registration Statement No.

333-100674 (filed on October 22, 2002;

Exhibit 4.3 therein)

4 4.6 Fourth Supplemental Indenture dated November 21, 2002 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee

Registration Statement No.

333-143824 (filed on June 18, 2007;

Exhibit 4.5 therein)

4 4.7 Fifth Supplemental Indenture dated June 13, 2007 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, evidencing the designation of U.S.

Bank National Association as successor Trustee under the 1993 Senior Indenture

Registration Statement No.

333-143824 (filed on June 18, 2007;

Exhibit 4.6 therein)

4 4.8 Seventh Supplemental Indenture dated April 25, 2014 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on April 25, 2014;

Exhibit 4.1 therein)

4 4.9 Eighth Supplemental Indenture dated January 26, 2015 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on January 26, 2015;

Exhibit 4.1 therein)

4 4.10 Ninth Supplemental Indenture dated August 25, 2016 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on August 25, 2016;

Exhibit 4.1 therein)

4 4.11 Tenth Supplemental Indenture dated April 6, 2017 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on April 6, 2017;

Exhibit 4.1 therein)

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

4 4.12 Eleventh Supplemental Indenture dated March 14, 2018 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on March 14, 2018;

Exhibit 4.1 therein)

4 4.13 Form of 6 5/8% Senior Notes due 2029, issued in the aggregate principal amount of $300,000,000 under the 1993 Senior Indenture, as amended and supplemented

19 unchanged sentences

Exhibit 4.2 therein)

4 4.10 Form 4.00% Senior Note Due 2029, issued in the aggregate principal amount of $550,000,000

Current Report on Form 8-K (filed on October 23, 2018;

Exhibit 4.2 therein)

4 4.20 Indenture dated as of September 12, 2018 between The Progressive Corporation and U.S.

4 unchanged sentences

4 4.21 First Supplemental Indenture dated October 23, 2018 between The Progressive Corporation and U.S.

Bank Nationa l Association, as trustee

Bank National Association, as trustee

Current Report on Form 8-K (filed on October 23, 2018;

4 unchanged sentences

Exhibit 4.1 therein)

4 4.23 Third Supplemental Indenture between The Progressive Corporation and U.S.

Bank Trust Company, National Association, as trustee

Current Report on Form 8-K (filed on March 9, 2022;

Exhibit 4.1 therein)

4 4.24 Fourth Supplemental Indenture between The Progressive Corporation and U.S.

Bank Trust Company, National Association, as trustee

Current Report on Form 8-K (filed on May 25, 2023;

Exhibit 4.1 therein)

4 4.25 Form 4.00% Senior Note Due 2029, issued in the aggregate principal amount of $550,000,000

Current Report on Form 8-K (filed on October 23, 2018;

Exhibit 4.2 therein)

EXHIBIT INDEX

2 unchanged sentences

Which Exhibit was Previously Filed with SEC

4 4.14 Third Supplemental Indenture between The Progressive Corporation and U.S.

Bank Trust Company, National Association, as trustee

Current Report on Form 8-K (filed March 9, 2022;

Exhibit 4.1 therein)

4 4.26 Form of 3.20% Senior Note due 2030, issued in the aggregate principal amount of $500,000,000

5 unchanged sentences

4 4.28 Form of 2.50% Senior Note due 2027

Current Report on Form 8-K (filed March 9, 2022;

Current Report on Form 8-K (filed on March 9, 2022;

Exhibit 4.2 therein)

4 4.29 Form of 3.00% Senior Note due 2032

Current Report on Form 8-K (filed March 9, 2022;

Current Report on Form 8-K (filed on March 9, 2022;

Exhibit 4.3 therein)

4 4.30 Form of 3.70% Senior Note due 2052

Current Report on Form 8-K (filed March 9, 2022;

Exhibit 4.4 therein)

4 4.20 Indenture dated as of September 15, 1993 between The Progressive Corporation and State Street Bank and Trust Company (successor in interest to The First National Bank of Boston), as Trustee (“1993 Senior Indenture”) (including table of contents and cross-reference sheet)

Registration Statement No.

333-48935 (filed on March 31, 1998;

Exhibit 4.1 therein)

4 4.21 First Supplemental Indenture dated March 15, 1996 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company

Registration Statement No.

333-01745 (filed on March 15, 1996;

Exhibit 4.2 therein)

4 4.22 Second Supplemental Indenture dated February 26, 1999 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee

Registration Statement No.

333-100674 (filed on October 22, 2002;

Exhibit 4.3 therein)

4 4.23 Fourth Supplemental Indenture dated November 21, 2002 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee

Registration Statement No.

333-143824 (filed on June 18, 2007;

Exhibit 4.5 therein)

4 4.24 Fifth Supplemental Indenture dated June 13, 2007 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, evidencing the designation of U.S.

Bank National Association as successor Trustee under the 1993 Senior Indenture

Registration Statement No.

333-143824 (filed on June 18, 2007;

Exhibit 4.6 therein)

4 4.25 Seventh Supplemental Indenture dated April 25, 2014 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on April 25, 2014;

Exhibit 4.1 therein)

4 4.26 Eighth Supplemental Indenture dated January 26, 2015 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on January 26, 2015;

Exhibit 4.1 therein)

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

4 4.27 Ninth Supplemental Indenture dated August 25, 2016 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on August 25, 2016;

Exhibit 4.1 therein)

4 4.28 Tenth Supplemental Indenture dated April 6, 2017 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on April 6, 2017;

Exhibit 4.1 therein)

4 4.29 Eleventh Supplemental Indenture dated March 14, 2018 to the 1993 Senior Indenture between The Progressive Corporation and U.S.

Bank National Association, as Trustee

Current Report on Form 8-K (filed on March 9, 2022;

Exhibit 4.4 therein)

4 4.31 Form of 4.95% Senior Note due 2033

Current Report on Form 8-K (filed on May 25, 2023;

Exhibit 4.2 therein)

4 4.32 Form of Confirmation Letter-Discretionary Line of Credit from PNC Bank, National Association to The Progressive Corporation

7 unchanged sentences

Exhibit 4.1 therein)

4 4.33 Form of Discretionary Line of Credit Note from The Progressive Corporation to PNC Bank, National Association

4 4.35 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association to T he Progressive Corporation (2023 Amendment)

Quarterly Report on Form 10-Q (filed on May 2, 2023;

Exhibit 4.1 therein)

4 4.36 Form of Amended and Restated Discretionary Line of Credit Note from The Progressive Corporation to PNC Ba nk, National Association

Quarterly Report on Form 10-Q (filed on May 2, 2023;

Exhibit 4.2 therein)

10.1 The Progressive Corporation 202 4 Gainshare Plan

3 unchanged sentences

Exhibit 10.1 therein)

10.3 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards (Executive Officers) under the Progressive Corporation 2015 Equity Incentive Plan (for 2020)

10.3 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards (Executive Officers) under T he Progressive Corporation 2015 Equity Incentive Plan (for 2020)

Current Report on Form 8-K (filed on March 26, 2020;

Exhibit 10.1 therein)

10(iii) 10.4 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

10.4 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)

Quarterly Report on Form 10-Q (filed on May 2, 2023;

1 unchanged sentence

10.5 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

Current Report on Form 8-K (filed on March 25, 2021;

Quarterly Report on Form 10-Q (filed on May 2, 2022;

Exhibit 10.1 therein)

10.6 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards under the Progressive Corporation 2015 Equity Incentive Plan (for 2020)

10.6 Form of Restricted Stock Unit Award Agreement for 2021 Time-Based Awards under T he Progressive Corporation 2015 Equity Incentive Plan (for 2021)

Current Report on Form 8-K (filed on March 25, 2021;

Exhibit 10.1 therein)

10.7 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2019)

Quarterly Report on Form 10-Q (filed on May 1, 2019;

Exhibit 10.1 therein)

EXHIBIT INDEX

2 unchanged sentences

Which Exhibit was Previously Filed with SEC

10(iii) 10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

10.7 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards under T he Progressive Corporation 2015 Equity Incentive Plan (for 2020)

Current Report on Form 8-K (filed on March 26, 2020;

Exhibit 10.2 therein)

10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards ( Performance Versus Market ) under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)

Quarterly Report on Form 10-Q (filed on May 2, 2023;

1 unchanged sentence

10.9 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

Current Report on Form 8-K (filed on March 25, 2021;

Quarterly Report on Form 10-Q (filed on May 2, 2022;

Exhibit 10.2 therein)

5 unchanged sentences

Exhibit 10.3 therein)

10(iii) 10.12 Form of Restricted Stock Unit Award Agreement for 2021 Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2021)

Current Report on Form 8-K (filed on March 25, 2021;

10.12 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

Quarterly Report on Form 10-Q (filed on May 2, 2022;

Exhibit 10.3 therein)

10(iii) 10.13 Form of Restricted Stock Unit Award Agreement for 2020 Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2020)

10.13 Form of Restricted Stock Unit Award Agreement for 2021 Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2021)

Current Report on Form 8-K (filed on March 25, 2021;

Exhibit 10.3 therein)

10(iii) 10.14 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

10.14 Chief Executive Officer Amendment No.

1 to Certain Restricted Stock Unit Award Agreements

Filed herewith

10.15 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)

Quarterly Report on Form 10-Q (filed on May 2, 2023;

Exhibit 10.4 therein)

10(iii) 10.15 Form of Restricted Stock Unit Award Agreement for 2020 Special Time/Performance-Based Award under The Progressive Corporation 2015 Equity Incentive Plan (for 2020)

Annual Report on Form 10-K (filed on March 1, 2021;

Exhibit 10.14 therein)

10(iii) 10.16 The Progressive Corporation 2017 Directors Equity Incentive Plan

Current Report on Form 8-K (filed on February 21, 2017;

Exhibit 10.1 therein)

10.16 The Progressive Corporation 2017 Directors Equity Incentive Plan (2022 Amendment and Restatement)

Current Report on Form 8-K (filed May 16, 2022;

Current Report on Form 8-K (filed on May 16, 2022;

Exhibit 10 therein)

10(iii) 10.18 Form of Restricted Stock Award Agreement under The Progressive Corporation 2017 Directors Equity Incentive Plan (for 2022)

10.17 Form of Restricted Stock Award Agreement under T he Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2023)

Quarterly Report on Form 10-Q (filed on August 1, 2023;

120 unchanged sentences

Exhibit 10.5 therein)

10.51 202 3 Progressive Capital Management Annual Incentive Plan

Filed herewith

10.50 Chief Marketing Officer Offer Letter

5 unchanged sentences

Filed herewith

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

23 23 Consent of Independent Registered Public Accounting Firm

4 unchanged sentences

Filed herewith

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

31 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, John P.

1 unchanged sentence

32 32.1 Section 1350 Certification of the Principal Executive Officer, Susan Patricia Griffith

Filed herewith

Furnished herewith

32 32.2 Section 1350 Certification of the Principal Financial Officer, John P.

Furnished herewith

97 97 The Progressive Corporation Dodd-Frank Clawback Policy

Filed herewith

16 unchanged sentences

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 9A. Controls and Procedures