Bloomin’ Brands(BLMN) - 2024 Q4 - Annual Report

Part I Business Overview Bloomin' Brands operates 1,172 owned and 291 franchised casual dining restaurants, focusing on U.S. development and remodels - Bloomin' Brands operates a portfolio of leading, differentiated restaurant concepts: Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, and Fleming's Prime Steakhouse & Wine Bar[19] System-Wide Restaurant Count (as of December 29, 2024) | Category | Count | | :------------------- | :---- | | Company-owned | 1,172 | | Franchised | 291 | | Total | 1,463 | - On December 30, 2024, the company sold 67% of its Brazil operations, which now operate as unconsolidated franchisees, shifting to a primarily franchised international model[20][31] - The company opened 14 Outback Steakhouse restaurants in 2024, utilizing a smaller-scaled 'Joey' design, and plans to open approximately 15 additional locations in 2025[33] - The company completed 65 restaurant remodels in 2024 and over 100 in 2023 to maintain ambience and drive traffic[35] Risk Factors The company faces risks from food safety, competition, staffing, consumer preferences, economic conditions, rising costs, cybersecurity, and indebtedness - Key risks include food safety concerns, intense competition, challenges in recruiting and retaining high-quality staff, and shifts in consumer preferences (e.g., dietary trends, third-party delivery apps)[89][90][92][95] - The company is highly dependent on a limited number of suppliers for major products like beef, making it vulnerable to supply shortages, price volatility, and disruptions[96][97] - Economic, political, and social conditions, including inflation, rising interest rates, and geopolitical conflicts, can negatively impact consumer confidence, discretionary spending, and operating costs[112][115] - Cybersecurity breaches, threats to information technology systems, and the inability to enforce trademarks or other proprietary rights could adversely affect the business and reputation[117][119][123] - The company's substantial indebtedness ($1.0 billion net as of Dec 29, 2024) could limit its ability to raise additional capital, fund operations, or react to market changes, and debt agreements contain restrictive covenants[145][147][150] Unresolved Staff Comments There are no unresolved staff comments reported by the company - The company has no unresolved staff comments[168] Cybersecurity The company employs a risk-based, defense-in-depth cybersecurity strategy, protecting critical assets with robust controls and Board oversight - The company maintains a risk-based, defense-in-depth cybersecurity strategy, leveraging industry best practices to protect high-value information assets (point-of-sale, financial systems, confidential data)[169][171] - Controls include firewalls, email protection, endpoint detection, controlled access, card data environment segmentation, vulnerability management, and regular penetration testing[171] - Third-party service providers undergo security risk assessments, and employees receive cybersecurity awareness training, including simulated phishing events[172][173] - The Board of Directors' Audit Committee oversees cybersecurity and data privacy risks, receiving quarterly updates from the Chief Information Security Officer (CISO) and Chief Information Officer (CIO)[176] - A dedicated cybersecurity department, led by a CISO with over 25 years of experience, is responsible for assessing, monitoring, and managing cybersecurity risks[177][179] Properties Bloomin' Brands operates 1,463 system-wide restaurants globally, with most company-owned locations leased, and corporate offices in Tampa, Florida - As of December 29, 2024, the company had 1,463 system-wide restaurants across 46 states, Guam, and 12 countries[181] Company-Owned Restaurant Sites (as of December 29, 2024) | Site Type | Count | Percentage of Total | | :-------------------------- | :---- | :------------------ | | Company-owned sites | 23 | 2% | | Land, ground and building leases | 678 | 58% | | Space and in-line leases | 471 | 40% | | Total Company-owned | 1,172 | 100% | - Corporate offices are leased in Tampa, Florida, and previously in São Paulo, Brazil (prior to the Brazil Sale Transaction)[182] Legal Proceedings Legal proceedings are detailed in Note 18 - Commitments and Contingencies of the Consolidated Financial Statements - Details of legal proceedings are provided in Note 18 - Commitments and Contingencies of the Notes to Consolidated Financial Statements[183] Mine Safety Disclosures Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[184] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Bloomin' Brands' common stock trades on Nasdaq (BLMN), with reinstated quarterly dividends and a $350.0 million share repurchase program - Common stock is listed on the Nasdaq Global Select Market under the symbol "BLMN"[185] - Quarterly dividends were reinstated in February 2022, with $0.96 per common share declared and paid in both fiscal years 2024 and 2023[186][504] Securities Authorized for Issuance Under Equity Compensation Plans (as of December 29, 2024) | Category | Number of Securities to be Issued (thousands) | Weighted Average Exercise Price | Securities Remaining Available (thousands) | | :------------------------------------------------ | :----------------------------------- | :------------------------------ | :--------------------------------------- | | Equity compensation plans approved by security holders | 2,966 | $20.08 | 5,305 | Share Repurchase Programs (as of December 29, 2024, in thousands) | Program | Board Approval Date | Authorized (thousands) | Repurchased (thousands) | Remaining (thousands) | | :------ | :------------------ | :--------------------- | :---------------------- | :-------------------- | | 2022 | Feb 8, 2022 | $125,000 | $125,000 | $0 | | 2023 | Feb 7, 2023 | $125,000 | $67,499 | $57,501 (canceled) | | 2024 | Feb 13, 2024 | $350,000 | $253,195 | $96,805 | Stock Performance Graph (December 29, 2019 - December 29, 2024) | Index | December 29, 2019 | December 29, 2024 | | :-------------------------------- | :------------------ | :------------------ | | Bloomin' Brands, Inc. (BLMN) | $100.00 | $64.09 | | Standard & Poor's 500 | $100.00 | $199.28 | | Standard & Poor's 500 Consumer Discretionary | $100.00 | $197.38 | Reserved This item is reserved and contains no information - This item is reserved and contains no information[194] Management's Discussion and Analysis of Financial Condition and Results of Operations This section reviews Bloomin' Brands' financial condition and operations, highlighting strategic focus and decreased 2024 revenues and operating income - The results of Brazil operations are classified as discontinued operations for all periods presented following the sale of majority ownership on December 30, 2024[196][198] Financial Overview from Continuing Operations (2024 vs 2023) | Metric | 2024 | 2023 | | :------------------------------------ | :---------- | :---------- | | U.S. Combined Comparable Restaurant Sales | (1.1)% | 1.4% | | Outback Steakhouse Comparable Restaurant Sales | (1.2)% | 1.1% | | Total Revenues (Decrease) | (5.2)% | N/A | | Operating Income | $139.8 million | $282.8 million | | Restaurant-Level Operating Margins | 13.3% | 15.4% | | Diluted (Loss) Earnings Per Share | $(0.61) | $2.13 | - Key business strategies include simplifying the agenda, consistently delivering a guest-centric experience, refining marketing approach, and driving long-term shareholder value through reinvestment, debt reduction, and dividends[199][200][201][202] Overview Bloomin' Brands, with 1,172 owned and 291 franchised restaurants, reported a 5.2% decrease in 2024 total revenues and a diluted loss per share - As of December 29, 2024, the company owned and operated 1,172 restaurants and franchised 291 restaurants[197] Financial Overview from Continuing Operations (2024 vs 2023) | Metric | 2024 | 2023 | | :------------------------------------ | :---------- | :---------- | | Total Revenues (Decrease) | (5.2)% | N/A | | Operating Income | $139.8 million | $282.8 million | | Restaurant-Level Operating Margins | 13.3% | 15.4% | | Diluted (Loss) Earnings Per Share | $(0.61) | $2.13 | - The company's key business strategies include simplifying operations, delivering guest-centric experiences, refining marketing, and driving long-term shareholder value[199][200][201][202] Results of Operations In 2024, total revenues decreased by 5.2% due to closures and lower comparable sales, with food costs decreasing and labor/other costs increasing Total Revenues (Continuing Operations, in thousands) | Year | Restaurant Sales | Franchise and Other Revenues | Total Revenues | | :--- | :--------------- | :--------------------------- | :------------- | | 2024 | $3,866,344 | $84,131 | $3,950,475 | | 2023 | $4,077,789 | $90,371 | $4,168,160 | | 2022 | $3,923,894 | $85,356 | $4,009,250 | Comparable Restaurant Sales (YoY % Change, 2024 vs 2023) | Concept | 2024 | 2023 | | :-------------------------------- | :----- | :----- | | Outback Steakhouse (U.S.) | (1.2)% | 1.1% | | Carrabba's Italian Grill (U.S.) | — % | 3.9% | | Bonefish Grill (U.S.) | (3.2)% | 0.8% | | Fleming's Prime Steakhouse & Wine Bar (U.S.) | 0.2% | (0.7)% | | Combined U.S. | (1.1)% | 1.4% | | Outback Steakhouse - Brazil (Discontinued) | (1.4)% | 5.5% | Operating Expenses as % of Restaurant Sales (Continuing Operations) | Expense Category | 2024 | 2023 | 2022 | | :------------------------ | :--- | :--- | :--- | | Food and beverage | 29.7% | 30.4% | 31.5% | | Labor and other related | 31.1% | 29.9% | 29.1% | | Other restaurant operating | 25.9% | 24.2% | 24.3% | - Operating income decreased from $282.8 million in 2023 to $139.8 million in 2024, and diluted (loss) earnings per share was $(0.61) in 2024 compared to $2.13 in 2023[202][343] Segments The company operates through U.S. and International Franchise segments; the U.S. segment's 2024 income from operations decreased due to lower sales and higher costs - The company's reportable segments are U.S. (Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar) and International Franchise (Outback Steakhouse, Carrabba's Italian Grill/Abbraccio in 12 markets)[229][555] U.S. Segment Financial Data (in thousands) | Metric | 2024 | 2023 | 2022 | | :-------------------------- | :---------- | :---------- | :---------- | | Total Revenues | $3,857,134 | $4,053,599 | $3,911,870 | | Income from Continuing Operations | $250,050 | $377,534 | $407,860 | | Operating Income Margin | 6.5% | 9.3% | 10.4% | International Franchise Segment Financial Data (in thousands) | Metric | 2024 | 2023 | 2022 | | :-------------------------- | :---------- | :---------- | :---------- | | Franchise and Other Revenues | $39,490 | $41,524 | $36,202 | | Income from Continuing Operations | $37,961 | $39,207 | $34,216 | - The decrease in U.S. Income from operations in 2024 was primarily due to lower restaurant sales, higher labor, operating, and commodity costs, increased impairment and closure costs, and higher advertising and depreciation expenses[234] Non-GAAP Financial Measures The company uses non-GAAP financial measures to provide a clearer view of core operating performance, isolating items not correlated to core operations - Non-GAAP financial measures are used to assess operating performance, allocate resources, and establish employee incentive plans by isolating the effects of certain items not correlated to core operating performance[236] Consolidated Restaurant-level Operating Income and Margin (Continuing Operations, in thousands) | Metric | 2024 | 2023 | | :------------------------------------------ | :---------- | :---------- | | Restaurant-level operating income | $514,931 | $628,797 | | Restaurant-level operating margin | 13.3% | 15.4% | | Adjusted restaurant-level operating income | $515,365 | $624,591 | | Adjusted restaurant-level operating margin | 13.3% | 15.3% | Adjusted Income from Operations (Continuing Operations, in thousands) | Metric | 2024 | 2023 | | :------------------------------------------ | :---------- | :---------- | | Income from continuing operations | $139,808 | $282,769 | | Adjusted income from operations, continuing operations | $198,144 | $314,345 | | Adjusted operating income margin, continuing operations | 5.0% | 7.5% | Adjusted Net Income and Diluted EPS (in thousands, except per share data) | Metric | 2024 | 2023 | | :------------------------------------------ | :---------- | :---------- | | Net (loss) income attributable to Bloomin' Brands | $(128,018) | $247,386 | | Adjusted net income | $159,342 | $268,161 | | Adjusted diluted earnings per share | $1.79 | $2.78 | Total Franchise Sales (in millions) | Segment | 2024 | 2023 | | :-------------------- | :---------- | :---------- | | U.S. total | $553 | $572 | | International Franchise total | $926 | $985 | | Total franchise sales | $1,479 | $1,557 | Liquidity and Capital Resources The company's liquidity relies on cash flow and a revolving credit facility, with $70.1 million cash and $474.0 million available credit, and $1.0 billion net indebtedness - As of December 29, 2024, cash and cash equivalents were $70.1 million, with $10.0 million held by foreign affiliates[254] - The company had $474.0 million in available unused borrowing capacity under its revolving credit facility as of December 29, 2024[256] Outstanding Credit Facilities (as of December 29, 2024, in thousands) | Facility | Balance | Interest Rate | Principal Maturity Date | | :------------------------------------ | :---------- | :------------ | :---------------------- | | Revolving Credit Facility | $710,000 | 6.52% | September 2029 | | 2025 Notes | $20,724 | 5.00% | May 2025 | | 2029 Notes | $300,000 | 5.13% | April 2029 | | Total Long-term Debt | $1,030,724 | | | - The Brazil Sale Transaction generated $103.9 million in cash proceeds (net of taxes) on December 30, 2024, which were applied to the revolving credit facility[266] - Capital expenditures are estimated to be approximately $190 million to $210 million in 2025[268] Material Cash Requirements (as of December 29, 2024, in thousands) | Category | Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | | :-------------------- | :---------- | :--------------- | :---------- | :---------- | :---------------- | | Operating leases | $1,188,431 | $162,067 | $322,831 | $242,395 | $461,138 | | Long-term debt: Principal | $1,030,724 | $20,724 | $0 | $1,010,000 | $0 | | Long-term debt: Interest | $294,869 | $63,793 | $127,226 | $103,850 | $0 | | Purchase obligations | $168,464 | $124,727 | $24,892 | $17,422 | $1,423 | | Other obligations | $58,328 | $10,047 | $11,216 | $3,666 | $33,399 | | Total | $2,740,816 | $381,358 | $486,165 | $1,377,333 | $495,960 | Critical Accounting Policies and Estimates The company's financial statements rely on critical accounting policies and estimates, including impairment, leases, insurance reserves, and income taxes - Critical accounting estimates include impairment of long-lived assets, goodwill and indefinite-lived intangible assets, leases, insurance reserves, and income taxes[284][286][292][295][298] Goodwill and Trade Names Carrying Value (as of December 29, 2024, in thousands) | Asset | Carrying Value | | :---------- | :--------------- | | Goodwill | $213,323 | | Trade Names | $414,716 | - The liability for insurance claims was $53.0 million as of December 29, 2024, based on actuarial assumptions and judgments[296] - As of December 29, 2024, the company had $17.1 million of unrecognized tax benefits that, if recognized, would impact its effective income tax rate[299][541] Recently Issued Financial Accounting Standards The company adopted ASU No. 2023-07 (Segment Reporting) in 2024 with no financial impact, and is evaluating two other ASUs - ASU No. 2023-07, "Segment Reporting," was adopted on December 29, 2024, with no impact on financial results[418] - The company is evaluating the impact of ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," effective for the 2025 Form 10-K[419] - The company is evaluating the impact of ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses," effective for the 2027 Form 10-K[420] Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risks from commodity prices, labor inflation, interest rates, and foreign currency, mitigated by hedging strategies - Approximately 80% of the company's estimated 2025 annual food purchases are covered by fixed contracts to minimize commodity price volatility[303] - The company experienced 1.1% commodity inflation in the U.S. in 2024 and anticipates 2.5% to 3.5% for 2025[304] - Labor cost inflation in the U.S. was 3.7% in 2024 and is anticipated to be 4.0% to 5.0% for 2025, driven by minimum wage increases[306] - Interest rate risk on the revolving credit facility is managed using interest rate swaps with an aggregate notional amount of $375.0 million[307][308] Impact of Hypothetical 200 Basis Point Interest Rate Change (as of December 29, 2024, in thousands) | Metric | Increase | Decrease | | :-------------------------- | :------- | :------- | | Change in annual interest expense (Variable rate debt) | $8,700 | $(8,700) | - Foreign currency forward contracts are used to partially offset exchange rate risk associated with purchase price installment payments from the Brazil Sale Transaction, resulting in $15.7 million in gains in 2024[312] Financial Statements and Supplementary Data This item presents audited consolidated financial statements for 2024-2022, along with management's report on internal control and the independent auditor's report - The item includes Consolidated Balance Sheets, Statements of Operations and Comprehensive (Loss) Income, Statements of Changes in Stockholders' Equity, and Statements of Cash Flows for fiscal years 2024, 2023, and 2022[318] - Management's Annual Report on Internal Control over Financial Reporting concluded that internal control was effective as of December 29, 2024, a conclusion attested to by PricewaterhouseCoopers LLP[322][323][328] - PricewaterhouseCoopers LLP issued an unqualified opinion on the consolidated financial statements and internal control over financial reporting[328] - A critical audit matter identified was the valuation of insurance reserves, due to significant management judgment and auditor effort in evaluating actuarial assumptions[337] Management's Annual Report on Internal Control over Financial Reporting Management concluded internal control over financial reporting was effective as of December 29, 2024, a finding audited by PricewaterhouseCoopers LLP - Management is responsible for establishing and maintaining adequate internal control over financial reporting[320] - As of December 29, 2024, management concluded that the company's internal control over financial reporting was effective, based on the COSO (2013 Framework) criteria[322] - The effectiveness of internal control over financial reporting was audited by PricewaterhouseCoopers LLP[323] Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP issued an unqualified opinion on Bloomin' Brands' financial statements and internal control, with insurance reserves valuation as a critical audit matter - PricewaterhouseCoopers LLP issued unqualified opinions on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 29, 2024[328] - The critical audit matter identified was the valuation of insurance reserves, due to significant management judgment in developing estimates and the high degree of auditor judgment and effort required[337] Consolidated Balance Sheets As of December 29, 2024, total assets were $3.38 billion, liabilities $3.25 billion, and equity $139.4 million, reflecting a net loss and share repurchases Consolidated Balance Sheet Highlights (in thousands) | Metric | December 29, 2024 | December 31, 2023 | | :------------------------------------ | :------------------ | :------------------ | | Total assets | $3,384,805 | $3,424,081 | | Total liabilities | $3,245,359 | $3,012,078 | | Total stockholders' equity | $139,446 | $412,003 | | Cash and cash equivalents | $70,056 | $111,519 | | Long-term debt, net | $1,027,398 | $780,719 | | Accumulated deficit | $(925,834) | $(528,831) | | Common stock outstanding (shares) | 84,854,768 | 86,968,536 | Consolidated Statements of Operations and Comprehensive (Loss) Income For 2024, the company reported a net loss of $(122.7) million, a significant decline from 2023, driven by continuing operations loss and $136.0 million debt extinguishment loss Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | 2024 | 2023 | 2022 | | :------------------------------------ | :---------- | :---------- | :---------- | | Total revenues | $3,950,475 | $4,168,160 | $4,009,250 | | Income from operations | $139,808 | $282,769 | $306,082 | | Loss on extinguishment of debt | $(136,022) | — | $(107,630) | | Net (loss) income from continuing operations | $(46,673) | $212,785 | $93,150 | | Net (loss) income from discontinued operations, net of tax | $(75,982) | $41,629 | $16,053 | | Net (loss) income | $(122,655) | $254,414 | $109,203 | | Net (loss) income attributable to Bloomin' Brands | $(128,018) | $247,386 | $101,907 | | Diluted (loss) earnings per share | $(1.49) | $2.56 | $1.03 | Consolidated Statements of Changes in Stockholders' Equity Total stockholders' equity decreased from $412.0 million in 2023 to $139.4 million in 2024, due to net loss, dividends, and $266.4 million in share repurchases Consolidated Statements of Changes in Stockholders' Equity Highlights (in thousands) | Metric | December 31, 2023 | December 29, 2024 | | :------------------------------------ | :------------------ | :------------------ | | Total stockholders' equity | $412,003 | $139,446 | | Net (loss) income attributable to Bloomin' Brands | $247,386 | $(128,018) | | Cash dividends declared | $(83,742) | $(82,574) | | Repurchase and retirement of common stock | $(70,136) | $(266,423) | | Issuance of common stock from repurchase of convertible senior notes | — | $216,152 | | Retirement of convertible senior note hedges | — | $118,197 | | Retirement of warrants | — | $(102,213) | Consolidated Statements of Cash Flows In 2024, net cash from operating activities decreased to $228.1 million, while net cash used in investing and financing activities also decreased Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | 2024 | 2023 | 2022 | | :------------------------------------ | :---------- | :---------- | :---------- | | Net cash provided by operating activities | $228,132 | $532,421 | $390,922 | | Net cash used in investing activities | $(239,026) | $(317,106) | $(201,138) | | Net cash used in financing activities | $(23,508) | $(187,125) | $(195,501) | | Capital expenditures | $(220,737) | $(282,229) | $(192,791) | | Repurchase of common stock | $(265,695) | $(70,847) | $(109,152) | | Cash paid for interest | $59,989 | $50,931 | $39,126 | Notes to Consolidated Financial Statements This section provides detailed disclosures for consolidated financial statements, covering accounting policies, discontinued operations, revenue, impairments, debt, and income taxes - The sale of 67% of Brazil operations closed on December 30, 2024, with results reported as discontinued operations for all periods presented[422][425] - In 2024, the company recorded a $68.3 million impairment related to assets held for sale in connection with the Brazil Sale Transaction and $25.5 million for 41 older, underperforming U.S. restaurants[428][446] Long-term Debt, Net (as of December 29, 2024, in thousands) | Category | Outstanding Balance | | :------------------------------------ | :------------------ | | Senior secured credit facility - revolving credit facility | $710,000 | | 2025 Notes | $20,724 | | 2029 Notes | $300,000 | | Long-term debt, net | $1,027,398 | - A $135.8 million loss on extinguishment of debt was recognized in 2024 due to the repurchase of $83.6 million of the 2025 Notes[491] - A new $350.0 million share repurchase program was approved in February 2024, with $220.0 million executed via an accelerated share repurchase agreement[502][503] - As of December 29, 2024, the liability for unrecognized tax benefits was $17.5 million, with $17.1 million impacting the effective income tax rate if recognized[541] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosure - There were no changes in or disagreements with accountants on accounting and financial disclosure[566] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 29, 2024, with no material changes - The effectiveness of disclosure controls and procedures was evaluated and concluded to be effective as of December 29, 2024[567] - Management's report and the attestation report of PricewaterhouseCoopers LLP confirmed the effectiveness of internal control over financial reporting as of December 29, 2024[568] - No material changes in internal control over financial reporting occurred during the most recent quarter ended December 29, 2024[569] Other Information No Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or executive officers in the recent quarter - No Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or executive officers during the thirteen weeks ended December 29, 2024[570] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections There are no disclosures regarding foreign jurisdictions that prevent inspections - There are no disclosures regarding foreign jurisdictions that prevent inspections[571] Part III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement and Part I - Information on directors and nominees is incorporated by reference from the 2025 Annual Meeting of Stockholders' Definitive Proxy Statement[573] - Information on executive officers is included in Part I of this Annual Report on Form 10-K[574] - The company has adopted a Code of Conduct applicable to all employees, available on its website[575] - An Insider Trading Policy is filed as Exhibit 19.1, designed to promote compliance with insider trading laws[577][578] Executive Compensation Executive compensation information is incorporated by reference from the 2025 Proxy Statement, excluding the "Pay vs. Performance" section - Executive compensation information is incorporated by reference from the Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, excluding the "Pay vs. Performance" section[579] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership of beneficial owners and management is incorporated by reference from the Proxy Statement - Security ownership information is incorporated by reference from the Definitive Proxy Statement[580] - Information relating to securities authorized for issuance under equity compensation plans is included in Item 5 of this Report on Form 10-K[580] Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related party transactions, and director independence, is incorporated by reference from the Proxy Statement - Information on certain relationships and related party transactions, and director independence, is incorporated by reference from the Definitive Proxy Statement[582] Principal Accounting Fees and Services Information on principal accounting fees and services is incorporated by reference from the Definitive Proxy Statement - Information on principal accounting fees and services is incorporated by reference from the Definitive Proxy Statement[583] Part IV Exhibits and Financial Statement Schedules This item lists all exhibits and financial statement schedules filed as part of the 10-K report, including consolidated financial statements and corporate documents - The item includes a listing of the company's consolidated financial statements and notes, which are presented in Item 8 of the report[585] - All financial statement schedules have been omitted as the required information is not applicable or is included in the consolidated financial statements[585] - A comprehensive list of exhibits is provided, including corporate governance documents, debt agreements, and compensation plans[586][588][590][592] Form 10-K Summary No Form 10-K Summary is provided - No Form 10-K Summary is provided[594] Signatures The report is signed by the CEO, CFO, Chief Accounting Officer, and Board members, certifying compliance with the Securities Exchange Act - The report is signed by Michael L. Spanos (Chief Executive Officer), W. Michael Healy (Chief Financial Officer), Philip Pace (Senior Vice President, Chief Accounting Officer), and members of the Board of Directors[598][599] - The report was signed on February 26, 2025[597][599]