Cars.com(CARS) - 2020 Q4 - Annual Report

PART I Item 1. Business CARS operates as a leading digital marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers - CARS is a leading digital marketplace and solutions provider for the automotive industry, aiming to be the largest digital automotive marketplace and platform[8] - In 2020, 85% of revenue was generated from car dealerships, 13% from OEMs and other national advertisers[13] - As of December 31, 2020, CARS served 18,372 dealer customers and nearly all major automakers in the U.S[14][15] - The company attracts over 20 million unique visitors monthly, with approximately 85% intending to purchase a vehicle within six months[10][11] - In response to COVID-19, CARS launched new digital products in 2020, including Home Delivery and Virtual Appointment badges, and Virtual Test Drives, to meet increased demand for online car shopping[17] - The U.S. auto advertising industry is projected to grow to $36 billion by 2023, with digital advertising expected to reach approximately 74% of the overall market spend[20] - Key products include marketplace subscription advertising, social selling (Cars Social), digital solutions (Dealer Inspire website platform, AI chat tool Conversations, Online Shopper, DealerRater review management), and advertising (Display advertising, Digital advertising services, FUEL in-market video)[25][26][27][28][29][30][31][32][34] - As of December 31, 2020, CARS had approximately 1,500 full-time employees, with 46.3% identifying as female and 22.7% as having a racial and ethnic background other than white[61] Item 1A. Risk Factors This section details significant risks that could materially and adversely affect CARS' business, financial condition, and results of operations - The COVID-19 pandemic has materially and adversely affected CARS' business, financial condition, liquidity, and operating results, leading to increased unemployment, reduced consumer spending, and economic recession[65][67] - CARS operates in a highly competitive market, facing competition from various online automotive sites, OEM sites, website/solution providers, and digital advertising providers[74] - The business relies on strong brand recognition and prominent appearance in internet search engine results and mobile application stores; negative changes could reduce traffic and revenue[83][85][86][88] - Failure to maintain or increase the base of subscribing dealers or revenue from existing dealers could materially and adversely affect financial performance[90][91] - The value of assets or operations may be diminished if information technology systems fail or if security and resiliency measures are breached, leading to reputational damage, costs, and liabilities[96][97][100][101][102] - Changes by web and mobile browser developers (e.g., Apple's ITP, Google Chrome's third-party cookie phase-out) limiting tracking technologies could impair CARS' ability to measure ad effectiveness and attract/retain dealer customers[115][117] - The company's intangible assets were approximately $835.2 million as of December 31, 2020, representing about 78% of total assets, and are subject to impairment risk[146][298] - Debt agreements contain various covenants that limit operational flexibility, and approximately 33.1% of outstanding indebtedness as of December 31, 2020, is variable rate, exposing the company to interest rate risk[161][163] - The company does not expect to pay cash dividends for the foreseeable future, intending to retain future earnings for business growth[151] Item 1B. Unresolved Staff Comments There are no unresolved staff comments from the SEC Item 2. Properties CARS maintains administrative offices in Chicago, Illinois, Naperville, Illinois, and Appleton, Wisconsin - CARS maintains administrative offices in Chicago, Illinois (principal executive office), Naperville, Illinois, and Appleton, Wisconsin[168] Item 3. Legal Proceedings CARS is occasionally involved in legal and administrative proceedings, but none are expected to have a material adverse effect Item 4. Mine Safety Disclosures This item is not applicable to Cars.com Inc PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities CARS common stock is listed on the NYSE, with no cash dividends paid or intended for the foreseeable future, and no equity repurchases in the period - CARS common stock is listed on the NYSE under the symbol "CARS"[173] - As of February 18, 2021, there were 4,914 holders of record of common stock[173] - The company has never declared or paid cash dividends and does not intend to for the foreseeable future, planning to retain future earnings for business development and growth[175] - No purchases of equity securities were made by the issuer during the reported period[175] Item 6. Selected Financial Data This section summarizes key financial data for CARS from 2016 to 2020, highlighting revenue, operating income, net income, and asset changes Selected Financial Data (2016-2020) (In thousands, except per share amounts) | (In thousands, except per share amounts) | 2020 | 2019 | 2018 | 2017 | 2016 | | :--------------------------------------- | :---------- | :---------- | :-------- | :---------- | :---------- | | Statement of (Loss) Income Data | | | | | | | Total revenue | $ 547,503 | $ 606,682 | $ 662,127 | $ 626,262 | $ 633,106 | | Operating (loss) income | $ (887,327) | $ (446,060) | $ 83,924 | $ 134,256 | $ 176,650 | | Net (loss) income | $ (817,120) | $ (445,324) | $ 38,809 | $ 224,443 | $ 176,370 | | (Loss) earnings per share, basic | $ (12.15) | $ (6.65) | $ 0.55 | $ 3.13 | $ 2.46 | | (Loss) earnings per share, diluted | $ (12.15) | $ (6.65) | $ 0.55 | $ 3.13 | $ 2.46 | | Balance Sheet Data | | | | | | | Cash and cash equivalents | $ 67,719 | $ 13,549 | $ 25,463 | $ 20,563 | $ 8,896 | | Total assets | $ 1,075,712 | $ 2,027,991 | $ 2,600,549 | $ 2,511,039 | $ 2,547,266 | - The operating loss in 2020 was primarily due to a $905.9 million goodwill and intangible asset impairment and the impact of the COVID-19 pandemic[178] - The operating loss in 2019 was primarily due to a $461.5 million goodwill and indefinite-lived intangible asset impairment[178] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section details CARS' financial condition and results for 2020 vs. 2019, covering business, COVID-19 impact, revenue, expenses, liquidity, and accounting policies Business Overview CARS is a leading digital marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers - CARS is a leading digital marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers through its marketplace, dealer websites, and other digital products[182] - The company's portfolio of brands includes Cars.com, Dealer Inspire, DealerRater, FUEL, Auto.com, PickupTrucks.com, and NewCars.com[182] Overview of Results CARS reported decreased revenue and a significant net loss in 2020, primarily due to impairment charges and COVID-19 impacts Revenue and Net (Loss) Income (2018-2020) (In thousands, except percentages) | (In thousands, except percentages) | 2020 | 2019 | 2018 | | :--------------------------------- | :---------- | :---------- | :-------- | | Revenue | $ 547,503 | $ 606,682 | $ 662,127 | | Net (loss) income | $ (817,120) | $ (445,324) | $ 38,809 | | Retail revenue as % of total | 100% | 94% | 87% | | Wholesale revenue as % of total | 0% | 6% | 13% | - The net loss for 2020 was primarily due to a $905.9 million goodwill and intangible asset impairment and the impact of the COVID-19 pandemic[183] 2020 and Recent Highlights CARS saw increased traffic and dealer customers in 2020, launched new digital solutions, and strengthened its financial position through refinancing - Average Monthly Unique Visitors grew 5% and total traffic grew 8% in 2020 compared to the prior year, with organic traffic accounting for 73% of total traffic and growing 10% year-over-year[186] - Dealer Customers increased by 242, or 1%, to 18,372 as of December 31, 2020, compared to September 30, 2020[188] - CARS launched FUEL, a digital video solution, in 2020, leveraging audience data to target car shoppers efficiently[189][191] - In 2019, CARS was selected as a preferred website provider for General Motors, launching approximately half of 800+ GM websites in 2020[192] - The Technology Transformation, initiated in February 2019, focused on shifting technology spend towards innovation, cloud migration, and machine learning, achieving cost efficiencies with further efficiencies expected in 2021[193] - In October 2020, CARS issued $400.0 million in 6.375% senior unsecured notes due 2028 and amended its credit facility, refinancing to a $230.0 million Revolving Credit Facility and $200.0 million Term Loan, extending maturity to May 31, 2025[194][195] - As of December 31, 2020, liquidity stood at $297.7 million, including cash and cash equivalents and available Revolving Credit Facility[196] Impact of COVID-19 on our business The COVID-19 pandemic significantly impacted CARS' business, leading to financial relief for dealers and a focus on digital solutions - The COVID-19 pandemic adversely affected CARS' business, financial condition, liquidity, and operating results in 2020, causing increased unemployment and reduced consumer spending[197][198] - CARS provided financial relief to dealer customers with invoice credits of 50% in April and 30% in May and June 2020[198] - The company implemented permanent and temporary expense reduction measures in response to revenue changes[198] - CARS focused on equipping dealer customers with digital solutions like virtual showrooms, home delivery badging, online chat, and FUEL to support online car shopping during the pandemic[199][200] Key Operating Metrics CARS monitors traffic, unique visitors, average revenue per dealer, and dealer customers, showing mixed trends in 2020 due to pandemic effects Key Operating Metrics (2019-2020) (In thousands, except percentages) | Metric | 2020 | 2019 | % Change | | :-------------------------------------- | :------------ | :------------ | :------- | | Traffic | 599,807,000 | 553,660,000 | 8% | | Average Monthly Unique Visitors | 23,822,000 | 22,629,000 | 5% | | Direct Monthly Average Revenue Per Dealer - Annual | $ 1,995 | $ 2,179 | (8)% | Dealer Customers and Quarterly ARPD (2019-2020) (In thousands, except percentages) | Metric | Dec 31, 2020 | Dec 31, 2019 | % Change (YoY) | Sep 30, 2020 | % Change (QoQ) | | :-------------------------------------- | :----------- | :----------- | :------------- | :----------- | :------------- | | Dealer Customers | 18,372 | 18,834 | (2)% | 18,130 | 1% | | Direct Monthly Average Revenue Per Dealer - Quarterly | $ 2,264 | $ 2,136 | 6% | $ 2,183 | 4% | - Mobile traffic accounted for 75% of total Traffic in 2020, up from 72% in 2019[203] - The annual ARPD decrease was primarily due to Q2 2020 invoice credits provided to dealer customers due to COVID-19[207] - The year-over-year decline in Dealer Customers was mainly due to lower new sales and higher cancellations in Q2 2020, offset by growth in other quarters[211] Factors Affecting Our Performance CARS' performance is influenced by the automotive environment, consumer demand, macroeconomic conditions, and digital advertising trends - CARS' business is impacted by changes in the automotive environment, including consumer demand, macroeconomic factors, and automotive digital advertising trends[212] - In the second half of 2020, increased dealer profitability was observed, driven by reduced inventory levels and accelerated dealer adoption of digital solutions[212] - The company's success depends on offering a multi-faceted suite of digital solutions that complement advertising, and navigating the impact of the COVID-19 pandemic[213] Results of Operations CARS' 2020 results show a 10% revenue decrease and a substantial net loss due to goodwill and intangible asset impairments Results of Operations (2019-2020) (In thousands, except percentages) | (In thousands, except percentages) | 2020 | 2019 | $ Change | % Change | | :--------------------------------- | :---------- | :---------- | :---------- | :------- | | Revenue: | | | | | | Direct | $ 463,018 | $ 477,095 | $ (14,077) | (3)% | | National advertising | $ 73,176 | $ 80,774 | $ (7,598) | (9)% | | Other | $ 11,309 | $ 14,442 | $ (3,133) | (22)% | | Retail | $ 547,503 | $ 572,311 | $ (24,808) | (4)% | | Wholesale | $ — | $ 34,371 | $ (34,371) | (100)% | | Total revenue | $ 547,503 | $ 606,682 | $ (59,179) | (10)% | | Operating expenses: | | | | | | Cost of revenue and operations | $ 101,536 | $ 99,549 | $ 1,987 | 2% | | Product and technology | $ 60,664 | $ 62,859 | $ (2,195) | (3)% | | Marketing and sales | $ 183,448 | $ 217,432 | $ (33,984) | (16)% | | General and administrative | $ 59,051 | $ 73,772 | $ (14,721) | (20)% | | Affiliate revenue share | $ 10,970 | $ 20,790 | $ (9,820) | (47)% | | Depreciation and amortization | $ 113,276 | $ 116,877 | $ (3,601) | (3)% | | Goodwill and intangible asset impairment | $ 905,885 | $ 461,463 | $ 444,422 | 96% | | Total operating expenses | $ 1,434,830 | $ 1,052,742 | $ 382,088 | 36% | | Operating loss | $ (887,327) | $ (446,060) | $ (441,267) | 99% | | Net loss | $ (817,120) | $ (445,324) | $ (371,796) | 83% | - Direct revenue decreased by 3% due to COVID-19 invoice credits and a decline in dealer customers, partially offset by affiliate conversions and growth in digital solutions and FUEL[218] - Wholesale revenue was eliminated in 2020 as all affiliates were converted to direct control by October 2019[220] - Marketing and sales expense decreased by $34.0 million (16%) due to reduced marketing spend and a consumer shift to virtual car shopping[224] - Goodwill and intangible asset impairment charges totaled $905.9 million in 2020, up from $461.5 million in 2019, primarily triggered by the economic impacts of the COVID-19 pandemic[231][232] - Interest expense, net, increased by 23% due to higher interest rates paid and reclassifications from accumulated other comprehensive loss[233] - The effective income tax rate was 13% in 2020, differing from the U.S. federal statutory rate due to goodwill and intangible asset impairments and the establishment of valuation allowances[235] Liquidity and Capital Resources CARS' liquidity is from operating cash flows, cash reserves, and credit facilities, strengthened by a $400 million bond offering and credit facility refinancing - Primary sources of liquidity are cash flows from operations, available cash reserves, and debt capacity under credit facilities[237] - As of December 31, 2020, Cash and cash equivalents were $67.7 million, and total liquidity was $297.7 million[240][196] - All affiliate agreements were converted to direct control by October 2019, eliminating wholesale revenue and realizing incremental cash flow in 2021[241] - As of December 31, 2020, outstanding aggregate principal debt was $597.5 million (effective interest rate 5.2%), comprising a $197.5 million Term Loan (2.8%) and $400.0 million in bonds (6.375%)[242] - In October 2020, CARS issued $400.0 million in senior unsecured notes and refinanced its credit facility to a $230.0 million Revolving Credit Facility and $200.0 million Term Loan, with a revised maturity of May 31, 2025[243][244] Cash Flows (2019-2020) (In thousands) | (In thousands) | 2020 | 2019 | Change | | :---------------------------------------- | :---------- | :---------- | :--------- | | Net cash provided by operating activities | $ 138,616 | $ 101,484 | $ 37,132 | | Net cash used in investing activities | $ (16,712) | $ (21,856) | $ 5,144 | | Net cash (used in) provided by financing activities | $ (67,734) | $ (91,542) | $ 23,808 | Contractual Obligations as of December 31, 2020 (In thousands) | (In thousands) | Total | 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | | :-------------------- | :---------- | :-------- | :-------- | :-------- | :-------- | :---------- | :---------- | | Operating leases | $ 48,533 | $ 4,872 | $ 4,470 | $ 4,042 | $ 4,154 | $ 4,570 | $ 26,425 | | Long-term debt | $ 597,500 | $ 10,000 | $ 11,250 | $ 16,250 | $ 20,000 | $ 140,000 | $ 400,000 | | Interest on debt and swap | $ 240,664 | $ 40,155 | $ 34,913 | $ 31,058 | $ 30,609 | $ 27,429 | $ 76,500 | | Other obligations | $ 14,697 | $ 9,448 | $ 5,249 | $ — | $ — | $ — | $ — | | Total | $ 901,394 | $ 64,475 | $ 55,882 | $ 51,350 | $ 54,763 | $ 171,999 | $ 502,925 | Critical Accounting Policies and Estimates This section outlines CARS' critical accounting policies and estimates, including revenue recognition and goodwill/intangible asset impairment testing - Revenue is recognized when performance obligations are satisfied, including marketplace subscription advertising, digital solutions (hosting, digital retailing), display advertising, and pay-per-lead services[259][260][262][266][267] - Goodwill and indefinite-lived intangible assets are tested for impairment annually or when triggering events occur; fair value is estimated using discounted cash flow analysis and market-based valuation[269][271][272][276] - In Q1 2020, a $505.9 million goodwill impairment and a $400.0 million indefinite-lived intangible asset impairment were recorded, triggered by the economic impacts of the COVID-19 pandemic[231][392] - Definite-lived amortizable intangible assets (customer relationships, acquired software, other trade names) are amortized on a straight-line basis over their estimated useful lives (2-14 years)[347] Recent Accounting Pronouncements CARS adopted new accounting guidance on cloud computing and credit losses in 2020, with no material impact on financial statements - CARS adopted ASU 2018-15 (Cloud Computing Arrangements) and ASU 2016-13 (Financial Instruments—Credit Losses) as of January 1, 2020[365][366] - The adoption of these new accounting pronouncements did not have a material impact on the Consolidated Financial Statements[365][366] Item 7A. Quantitative and Qualitative Disclosures About Market Risk CARS is exposed to interest rate risk from variable-rate debt, managed by an interest rate swap, and immaterial foreign currency risk - CARS is exposed to interest rate risk due to floating interest rates on its Term Loan and Revolving Credit Facility[281] - An interest rate swap, effective December 31, 2018, fixed the interest rate at 2.96% plus an applicable margin on a notional amount of $300 million[281] - The Second Amendment to the Credit Agreement triggered a loss of hedge accounting for the swap, leading to reclassification of unrealized losses into net income[282] - As of December 31, 2020, the fair value of the swap was an unrealized loss of $12.1 million[283] - Foreign currency exchange risk is currently immaterial due to primarily U.S. operations, with a limited number of Canadian dealer customers[284] Item 8. Financial Statements and Supplementary Data This section presents CARS' audited consolidated financial statements for 2018-2020, including balance sheets, income statements, cash flows, and detailed notes Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued unqualified opinions on CARS' 2020 consolidated financial statements and internal control over financial reporting - Ernst & Young LLP issued an unqualified opinion on the Consolidated Financial Statements for the period ended December 31, 2020[287] - An unqualified opinion was also expressed on the effectiveness of the company's internal control over financial reporting as of December 31, 2020[288] Critical Audit Matters Critical audit matters included the complex valuation of goodwill and indefinite-lived intangible assets, leading to significant impairment charges in 2020 - Auditing the valuation of goodwill and indefinite-lived intangible assets was complex due to significant judgment in determining fair value, which is sensitive to assumptions like future cash flows, growth rates, and discount rates[292][293][294] - A full impairment charge of $505.9 million for goodwill and $400.0 million for the Cars.com trade name (indefinite-lived intangible asset) was recorded in Q1 2020[292][294] Consolidated Balance Sheets The balance sheets show a significant decrease in total assets and stockholders' equity in 2020, primarily due to goodwill and intangible asset impairments Consolidated Balance Sheet Data (2019-2020) (In thousands) | (In thousands) | Dec 31, 2020 | Dec 31, 2019 | | :-------------------------------- | :----------- | :----------- | | Assets: | | | | Cash and cash equivalents | $ 67,719 | $ 13,549 | | Accounts receivable, net | $ 93,649 | $ 101,762 | | Total current assets | $ 178,081 | $ 122,440 | | Property and equipment, net | $ 41,323 | $ 43,696 | | Goodwill | $ — | $ 505,885 | | Intangible assets, net | $ 835,166 | $ 1,329,499 | | Total assets | $ 1,075,712 | $ 2,027,991 | | Liabilities and stockholders' equity: | | | | Total current liabilities | $ 90,368 | $ 98,806 | | Long-term debt | $ 576,143 | $ 611,277 | | Deferred tax liability | $ 30,800 | $ 132,996 | | Total liabilities | $ 735,536 | $ 886,923 | | Total stockholders' equity | $ 340,176 | $ 1,141,068 | - Goodwill was fully impaired to $0 as of December 31, 2020, down from $505.9 million in 2019[298] - Intangible assets, net, decreased by $494.3 million from $1,329.5 million in 2019 to $835.2 million in 2020[298] Consolidated Statements of (Loss) Income The income statements show a 10% revenue decrease and an $817.1 million net loss in 2020, driven by substantial impairment charges Consolidated Statements of (Loss) Income (2018-2020) (In thousands, except per share data) | (In thousands, except per share data) | 2020 | 2019 | 2018 | | :------------------------------------ | :---------- | :---------- | :-------- | | Total revenue | $ 547,503 | $ 606,682 | $ 662,127 | | Total operating expenses | $ 1,434,830 | $ 1,052,742 | $ 578,203 | | Operating (loss) income | $ (887,327) | $ (446,060) | $ 83,924 | | Net (loss) income | $ (817,120) | $ (445,324) | $ 38,809 | | (Loss) earnings per share, basic | $ (12.15) | $ (6.65) | $ 0.55 | | (Loss) earnings per share, diluted | $ (12.15) | $ (6.65) | $ 0.55 | - Goodwill and intangible asset impairment was $905.9 million in 2020, compared to $461.5 million in 2019[302] Consolidated Statements of Comprehensive (Loss) Income The comprehensive income statements report an $816.3 million comprehensive loss in 2020, including net loss and interest rate swap adjustments Consolidated Statements of Comprehensive (Loss) Income (2018-2020) (In thousands) | (In thousands) | 2020 | 2019 | 2018 | | :--------------------------------------------------------------------------- | :---------- | :---------- | :------- | | Net (loss) income | $ (817,120) | $ (445,324) | $ 38,809 | | Other comprehensive income (loss), net of tax: | | | | | Interest rate swap | $ (8,910) | $ (9,174) | $ — | | Reclassification of accumulated other comprehensive loss on interest rate swap into net income | $ 9,748 | $ 1,532 | $ — | | Total other comprehensive income (loss) | $ 838 | $ (7,642) | $ — | | Comprehensive (loss) income | $ (816,282) | $ (452,966) | $ 38,809 | Consolidated Statements of Stockholders' Equity Stockholders' equity significantly decreased in 2020 to $340.2 million, primarily due to the $817.1 million net loss Consolidated Statements of Stockholders' Equity (2018-2020) (In thousands) | (In thousands) | Dec 31, 2020 | Dec 31, 2019 | Dec 31, 2018 | | :--------------------------------------------------------------------------- | :----------- | :----------- | :----------- | | Balance at December 31 | $ 340,176 | $ 1,141,068 | $ 1,626,923 | | Net (loss) income | $ (817,120) | $ (445,324) | $ 38,809 | | Other comprehensive (loss) gain, net | $ 838 | $ (7,642) | $ — | | Repurchases of common stock | $ — | $ (40,000) | $ (97,190) | | Stock-based compensation | $ 15,155 | $ 7,588 | $ 9,423 | - The significant decrease in stockholders' equity in 2020 was primarily driven by the net loss of $817.1 million[308] Consolidated Statements of Cash Flows Cash provided by operating activities increased to $138.6 million in 2020, while cash used in investing and financing activities decreased Consolidated Statements of Cash Flows (2018-2020) (In thousands) | (In thousands) | 2020 | 2019 | 2018 | | :---------------------------------------- | :---------- | :---------- | :---------- | | Net cash provided by operating activities | $ 138,616 | $ 101,484 | $ 163,548 | | Net cash used in investing activities | $ (16,712) | $ (21,856) | $ (171,375) | | Net cash (used in) provided by financing activities | $ (67,734) | $ (91,542) | $ 12,727 | | Net increase (decrease) in cash and cash equivalents | $ 54,170 | $ (11,914) | $ 4,900 | | Cash and cash equivalents at end of period | $ 67,719 | $ 13,549 | $ 25,463 | - The increase in cash provided by operating activities was primarily related to the reduction of net loss, excluding non-cash items[32] - Cash used in financing activities in 2020 primarily related to $50.6 million of net debt repayments, including $615.6 million in debt repayments offset by $565.0 million in proceeds from bond issuance and Revolving Credit Facility draw[253] Notes to Consolidated Financial Statements These notes detail CARS' accounting policies, significant impairments, debt structure, and segment information, confirming a single reportable segment - CARS operates as a single operating and reportable segment[457] - Goodwill and indefinite-lived intangible asset impairments totaled $905.9 million and $400.0 million, respectively, in 2020, triggered by the COVID-19 pandemic[392] - As of December 31, 2020, goodwill was fully impaired to zero[393] - The company issued $400.0 million aggregate principal amount of 6.375% senior unsecured notes due 2028 in October 2020 and refinanced its credit facility[411][408] - An interest rate swap, initially a cash flow hedge, lost hedge accounting in 2020 due to credit agreement amendments, leading to reclassification of unrealized losses[419][420] - Stock-based compensation expense was $15.2 million in 2020, up from $7.6 million in 2019[432] - The CARES Act allowed for NOL carrybacks, resulting in an estimated net tax refund of $9.9 million for the company[450] Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure matters - No changes in or disagreements with accountants on accounting and financial disclosure[460] Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020 - Management concluded that disclosure controls and procedures were effective as of December 31, 2020[461] - Management assessed and concluded that internal control over financial reporting was effective as of December 31, 2020, based on the COSO framework[464] - Ernst & Young LLP issued an unqualified attestation report on the effectiveness of internal control over financial reporting[465][469] - No material changes in internal control over financial reporting occurred during the period covered by the report[466] PART III Item 10. Directors, Executive Officers and Corporate Governance Information for this item is incorporated by reference from the 2021 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the 2021 Annual Meeting of Stockholders proxy statement[477] Item 11. Executive Compensation Information for this item is incorporated by reference from the 2021 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the 2021 Annual Meeting of Stockholders proxy statement[477] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the company's definitive proxy statement for the 2021 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the 2021 Annual Meeting of Stockholders proxy statement[478] Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions, and director independence, is incorporated by reference from the company's definitive proxy statement for the 2021 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the 2021 Annual Meeting of Stockholders proxy statement[479] Item 14. Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the company's definitive proxy statement for the 2021 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the 2021 Annual Meeting of Stockholders proxy statement[479] PART IV Item 15. Exhibits, Financial Statement Schedules This section lists financial statements, schedules, and a comprehensive index of exhibits filed with the Form 10-K - Financial statements required by Item 8 are included in Part II[481] - Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2020, 2019, and 2018 is included[482] - A comprehensive Exhibit Index lists various agreements, certifications, and XBRL documents[482][485][487] Item 16. Form 10-K Summary This section indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[489]