What changed in this filing

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Item 9A. Controls and Procedures

2022-03-02 compared with 2021-03-10 · 90 added, 74 removed, 164 unchanged (50% of the section changed)

12 unchanged sentences

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In the third quarter of 2021, we completed our implementation of a new enterprise resource planning ("ERP") system.

This implementation resulted in changes to our reporting processes and our internal control over financial reporting, by automating certain manual procedures and standardizing business processes and reporting across the organization.

We will continue to monitor our internal control over financial reporting under the new system, including evaluating the operating effectiveness of related key controls.

Inherent Limitation on the Effectiveness of Internal Controls

10 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 9, 2021, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's adoption of a new accounting standard.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 2, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

19 unchanged sentences

OTHER INFORMATION

On March 5, 2021, the Company's Compensation Committee and Board of Directors approved the following annual awards for the executive officers and former executive officer named below, based on achievement of goals relating to 2020 revenue and adjusted earnings before interest, taxes, depreciation and amortization, as well as corporate culture objectives and other discretionary considerations.

DiBattiste received a prorated award as set forth in her Separation and Release Agreement dated May 7, 2020.

Awards will be paid in a cash lump sum, less applicable deductions and withholdings, on or before April 15, 2021.

William Livek

Chief Executive Officer and Executive Vice Chairman

Chief Financial Officer and Treasurer

Christopher Wilson

Chief Commercial Officer

Carol DiBattiste

Former Chief Legal and Compliance Officer

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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13 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by Item 14 of Part III is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2021 Annual Meeting of Stockholders.

Information required by Item 14 of Part III regarding our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ), is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

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11 unchanged sentences

3.3 Certificate of Designation of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on February 9, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed February 9, 2017) (File No.

3.4 Certificate of Elimination of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on September 29, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed October 4, 2017) (File No.

3.4 Certificate of Elimination of Designation of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on September 29, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed October 4, 2017) (File No.

3.5 Certificate of Amendment to Amended and Restated Certificate of Incorporation of comScore, Inc., dated March 10, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

3.6 Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

3.7 Amended and Restated Bylaws of comScore, Inc (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed August 10, 2018) (File No.

4.1 Form of Senior Secured Convertible Note (Initial Notes), as amended (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed August 10, 2020) (File No.

4.2 Form of Senior Secured Convertible Note (Option Notes), as amended (incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed August 10, 2020) (File No.

4.1 Stockholders Agreement, dated as of March 10, 2021, by and among comScore, Inc., Charter Communications Holding Company, LLC, Qurate Retail, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

4.2 Registration Rights Agreement, dated as of March 10, 2021, by and among comScore, Inc., Charter Communications Holding Company, LLC, Qurate Retail, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, as amended, filed June 12, 2007) (File No.

1 unchanged sentence

(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed June 26, 2019) (File No.

4.5 Series B-1 Warrant Issued to CVI Investments, Inc.

(incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed June 26, 2019) (File No.

4.6 Series B-2 Warrant Issued to CVI Investments, Inc.

(incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed June 26, 2019) (File No.

4.7 Series C Warrant Issued to CVI Investments, Inc.

(incorporated by reference to Exhibit 4.7 to the Registrant's Quarterly Report on Form 10-Q, filed August 07, 2019) (File No.

4.5 Registration Rights Agreement, dated June 26, 2019, between comScore, Inc and CVI Investments, Inc.

(incorporated by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed June 26, 2019) (File No.

4.9+ Description of Securities

4.6 Voting Agreement, dated as of December 20, 2011, by and among comScore, Inc.

8 unchanged sentences

and the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed January 16, 2018) (File No.

4.14 First Amendment to Senior Secured Convertible Notes, dated as of May 17, 2018, by and between comScore, Inc., Starboard Value and Opportunity Master Fund Ltd.

and each of the other investors listed on the signature pages attached thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 17, 2018) (File No.

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4.15 Second Amendment to Senior Secured Convertible Notes, dated as of August 8, 2018, by and between comScore, Inc., Starboard Value and Opportunity Master Fund Ltd.

and each of the other investors listed on the signature pages attached thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 9, 2018) (File No.

4.16 Agreement, dated as of November 13, 2018, by and between comScore, Inc., Starboard Value and Opportunity Master Fund Ltd.

and each of the other investors listed on the signature pages attached thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on November 13, 2018) (File No.

4.17 Amendment Agreement, dated November 6, 2019, by and among comScore, Inc., Starboard Value LP and certain affiliates of Starboard Value LP (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed November 6, 2019) (File No.

4.10 Letter Agreement, dated December 26, 2020, by and among comScore, Inc., Starboard Value and Opportunity Master Fund Ltd.

2 unchanged sentences

and certain funds affiliated with or managed by Starboard Value LP (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

4.12+ Description of Securities

10.1 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

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10.2 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Qurate Retail, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

10.3 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

Data License Agreement, dated as of March 10, 2021, by and between comScore, Inc.

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

10.5 Credit Agreement, dated as of May 5, 2021, among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent, Swing Line Lender, and L/C Issuer), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 9, 2021) (File No.

10.6 Patent Purchase, License and Settlement Agreement, dated as of December 20, 2011, by and among comScore, Inc., The Nielsen Company (US) LLC and NetRatings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 21, 2011) (File No.

10 unchanged sentences

(incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed April 3, 2015) (File No.

10.6 Securities Purchase Agreement, dated as of January 16, 2018, by and among comScore, Inc.

and the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 16, 2018) (File No.

10.7 Guaranty Agreement, dated as of January 16, 2018, made by the subsidiary guarantors signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed January 16, 2018) (File No.

10.8 Pledge and Security Agreement, dated as of January 16, 2018, made by comScore, Inc., the subsidiaries signatory thereto and Starboard Value and Opportunity Master Fund Ltd., as Collateral Agent (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed January 16, 2018) (File No.

10.11 Securities Purchase Agreement, dated as of June 23, 2019, by and among comScore, Inc.

and CVI Investments, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed June 24, 2019) (File No.

10.12 Agreement and Plan of Merger, dated December 16, 2021, by and among comScore, Inc., SS Media Holdco, LLC, SS Media Merger Sub, Inc., Shareablee, Inc., Shareablee Holdco, Inc., Shareablee Merger Sub, Inc.

and Shareholder Representative Services LLC, as Stockholder Representative (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 17, 2021) (File No.

10.13 Deed of Lease between South of Market LLC (as Landlord) and comScore, Inc.

3 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

10.11* 2007 Equity Incentive Plan, as amended and restated September 8, 2014 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed October 29, 2014) (File No.

10.12* Form of Notice of Grant of Stock Option under 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-1, filed April 2, 2007) (File No.

10.13* Form of Notice of Grant of Restricted Stock Units under 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-1, filed April 2, 2007) (File No.

10.15 Amendment No.

7 to Deed of Lease, dated as of May 24, 2021, by and between South of Market LLC and comScore, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 9, 2021) (File No.

10.16* comScore, Inc.

2018 Equity and Incentive Compensation Plan (as Amended and Rest ated Effective as of July 9, 2020) (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 15, 2020) (File No.

Table of Conte nt s

2018 Equity and Incentive Compensation Plan (as Amended and Restated Effective as of July 9, 2020) (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 15, 2020) (File No.

10.17* Form of Restricted Stock Units Award Notice for Employees (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

1 unchanged sentence

10.19* Form of Restricted Stock Units Award Notice for Directors (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

10.18* Form of Common Stock Award Notice for Employees (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

10.19* Form of Performance Restricted Stock Units Award Agreement for CEO/President (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed November 9, 2018) (File No.

10.20* Form of Performance Restricted Stock Units Award Agreement for Employees (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed November 9, 2018) (File No.

10.20* Form of Restricted Stock Units Award Agreement for Employees (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed November 9, 2018) (File No.

10.22* Form of Change of Control and Severance Agreement (CFO) (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on September 10, 2018) (File No.

10.23* Form of Change of Control and Severance Agreement (Other Executive Officers) (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on September 10, 2018) (File No.

10.24 Form of Indemnification Agreement for directors and executive officers (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed October 4, 2017) (File No.

10.25* Separation Agreement, dated as of March 31, 2019, by and between comScore, Inc.

and Bryan Wiener (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed April 1, 2019) (File No.

10.26* Separation Agreement, dated as of March 31, 2019, by and between comScore, Inc.

and Sarah Hofstetter (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed April 1, 2019) (File No.

10.27 Securities Purchase Agreement, dated as of June 23, 2019, by and among comScore, Inc.

and CVI Investments, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed June 24, 2019) (File No.

10.21* Form of Change of Control and Severance Agreement (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on September 10, 2018) (File No.

Table of Conte nt s

10.22* Letter Agreement, dated November 4, 2019, between comScore, Inc.

and William Livek (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed November 6, 2019) (File No.

10.29* Separation and General Release Agreement, dated as of November 5, 2019, by and between comScore, Inc.

and Joseph Rostock (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2019, filed February 28, 2020) (File No.

10.23* Change of Control and Severance Agreement, executed on September 28, 2015, by and between comScore, Inc.

4 unchanged sentences

10.27* Form of Restricted Stock Units Award Agreement under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2019, filed February 28, 2020) (File No.

10.35* Separation and Release Agreement, dated as of May 7, 2020, by and between comScore, Inc.

and Carol DiBattiste (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed August 10, 2020) (File No.

Table of Conte nt s

10.36* Form of Compensation Reduction Letter for Executiv e Officers (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterl y Report on Form 10-Q for the period ended June 30, 2020, filed August 10, 2020) (File No.

10.37 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

10.38 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Qurate Retail, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

10.39 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K , filed January 8, 2021) (File No.

10.28 Form of Indemnification Agreement for Directors and Executive Officers (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.29* Form of Restricted Stock Units Award Agreement (CEO), dated March 10, 2021, under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.30* Form of Restricted Stock Units Award Agreement (Other Executive Officers), dated March 10, 2021, under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.31* Form of Restricted Stock Units Award Notice (Chair), dated March 10, 2021, under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.32* Separation and General Release Agreement, dated as of July 21, 2021, by and between comScore, Inc.

and Gregory Fink (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed November 9, 2021) (File No.

10.33* Severance Agreement, effective as of November 29, 2021, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed October 25, 2021) (File No.

10.34* Change of Control Agreement, effective as of November 29, 2021, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed October 25, 2021) (File No.

10.35* Restricted Stock Units Award Agreement, dated November 29, 2021, between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 99.5 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No.

10.36* Shareablee, Inc.

2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No.

10.37* Amendment No.

1 to Shareablee, Inc.

2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.2 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No.

10.38* Amendment No.

2 to Shareablee, Inc.

2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.3 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No.

10.39* Amendment No.

3 to Shareablee, Inc.

2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.4 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No.

10.40 First Amendment, dated as of February 25, 2022, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2022) (File No.

21.1+ List of Subsidiaries

23.1+ Consent of Deloitte & Touche LLP

Table of Conte nt s

31.1+ Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13 unchanged sentences

+ Filed or furnished herewith

Specific terms in this exhibit (indicated therein by asterisks) have been omitted because such terms are both not material and would likely cause competitive harm to the Registrant if publicly disclosed.

Table of Conte nt s

6 unchanged sentences

(Principal Executive Officer)

/s/ Gregory A.

/s/ Jonathan Carpenter

Jonathan Carpenter

Chief Financial Officer and Treasurer

(Principal Financial Officer and

(Principal Financial Officer)

/s/ Mary Margaret Curry

Mary Margaret Curry

Chief Accounting Officer and Controller

(Principal Accounting Officer)

6 unchanged sentences

Livek (Principal Executive Officer)

/s/ Gregory A.

Fink Chief Financial Officer and Treasurer March 9, 2021

Fink (Principal Financial Officer and

Principal Accounting Officer)

/s/ Jonathan Carpenter Chief Financial Officer and Treasurer March 2, 2022

Jonathan Carpenter (Principal Financial Officer)

/s/ Mary Margaret Curry Chief Accounting Officer and Controller March 2, 2022

Mary Margaret Curry (Principal Accounting Officer)

Rosenthal Non-Executive Chairman March 2, 2022

1 unchanged sentence

Irwin Gotlieb

/s/ Jacques Kerrest Director March 9, 2021

Jacques Kerrest

/s/ Nana Banerjee Director March 2, 2022

Nana Banerjee

/s/ Itzhak Fisher Director March 2, 2022

Itzhak Fisher

/s/ David Kline Director March 2, 2022

/s/ Pierre-Andre Liduena Director March 2, 2022

Pierre-Andre Liduena

/s/ Kathleen Love Director March 2, 2022

Kathleen Love

Director March 9, 2021

/s/ Marty Patterson Director March 2, 2022

Marty Patterson

/s/ Brian Wendling Director March 2, 2022

Brian Wendling

Table of Conte nt s

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