Best Buy(BBY) - 2024 Q4 - Annual Report

PART I Item 1. Business. Best Buy Co., Inc. operates as an omnichannel retailer in the U.S. and Canada, focused on technology solutions, structured into Domestic and International segments, offering diverse products and services - Best Buy's core purpose is to enrich lives through technology and personalize solutions for every stage of life, leveraging tech expertise and human touch across online, in-store, and in-home channels[16] - The company operates two reportable segments: Domestic (U.S. operations, Best Buy Health) and International (Canada operations)[17] - Revenue categories include Computing and Mobile Phones, Consumer Electronics, Appliances, Entertainment, Services, and Other product offerings[22] - In fiscal 2024, the top 20 suppliers accounted for approximately 80% of merchandise purchased, with five key suppliers (Apple, Samsung, HP, Sony, LG) representing about 55% of the total[23] Store Count by Segment (End of Fiscal 2024) | Segment | Total Stores | | :-------- | :----------- | | Domestic | 965 | | International | 160 | | Total | 1,125 | - The business is seasonal, with a large proportion of revenue and earnings generated in the fiscal fourth quarter, which includes the majority of the holiday shopping season[30] - Competitive advantages include dedicated and knowledgeable staff, integrated online, retail, and in-home assets, a broad and curated product assortment, strong vendor partnerships, and comprehensive service and support offerings[32] - Environmental commitments focus on advancing the circular economy, reducing natural resource use in operations, promoting sustainable products, and offering repair, trade-in, and recycling programs[36][37][41] - Social initiatives include respecting human rights, responsible sourcing through the Responsible Business Alliance, and community impact programs like the Best Buy Teen Tech Center® network (59 locations, aiming for 100)[38][39][40] - As of the end of fiscal 2024, the company employed over 85,000 individuals in the U.S. and Canada, with a strategic focus on inclusion, diversity, and equity, employee engagement, retention, representation, and fostering a culture of belonging[42][43][46] Item 1A. Risk Factors. Best Buy faces significant risks across external, strategic, operational, regulatory, and financial domains, impacting its financial performance and operations - External risks include macroeconomic pressures (e.g., inflation, geopolitical conflicts impacting supply chains and consumer spending), catastrophic events, and rapid technological advancements (e.g., AI proliferation, product life cycle fluctuations)[54][57][58][61] - Strategic risks encompass strong competition, challenges in attracting and retaining qualified employees, new business risks from expanding into health technology and services (including regulatory compliance), reliance on key vendors (top 5 suppliers represent ~55% of purchases), brand reputation damage, and effective management of real estate and strategic ventures[64][66][68][70][71][72][76][78] - Operational risks include interruptions to stores and supply chain (e.g., labor strikes, transportation costs, geopolitical events), dependence on third-party vendors, additional product and legal risks for exclusive brands, and heavy reliance on information technology systems vulnerable to failures, cyber-attacks, and AI-driven threats[82][84][85][90][93][95] - Regulatory and legal risks involve complex compliance with diverse statutes (e.g., environmental, data privacy, labor laws, corporate governance, cybersecurity, CRS disclosures), potential litigation, and the impact of international legislative, judicial, political, and economic factors[102][106][108] - Financial and market risks include challenges in managing costs, high dependence on fourth-quarter revenue, adverse effects on promotional financing programs (25% of Domestic revenue in FY24 used branded cards, 1.4% profit-share income), constraints in capital markets or vendor credit terms, and potential credit rating downgrades[110][111][112][114][115] Item 1B. Unresolved Staff Comments. This item states that there are no unresolved staff comments - Not applicable[117] Item 1C. Cybersecurity. Best Buy maintains a risk-based information security program to identify, assess, and manage cybersecurity threats, utilizing a Cyber Security Incident Response Team and third-party expertise - The company has a risk-based information security program with administrative, technical, and physical safeguards to mitigate cybersecurity risks[118][119] - A Cyber Security Incident Response Team (part of the Enterprise Information Protection organization) is responsible for detecting, mitigating, and remediating cybersecurity incidents[120] - Third-party auditors assess specific components of the technology environment against industry standards like NIST CSF[121][123] - The Board, with oversight from the Audit Committee, governs cybersecurity risk management, receiving quarterly updates from the Chief Information Security Officer (CISO)[125] - Prior cybersecurity incidents have not materially affected operations, business strategy, results of operations, or financial condition, but ongoing risks are recognized[124] Item 2. Properties. Best Buy's property portfolio at the end of fiscal 2024 included 965 Domestic stores and 160 International stores, totaling over 40 million square feet, with most properties leased Domestic Store Count and Square Footage (End of Fiscal 2024) | Metric | Value | | :---------------------- | :---------- | | Total Domestic store count | 965 | | Square footage (in thousands) | 36,771 | International Store Count and Square Footage (End of Fiscal 2024) | Metric | Value | | :------------------------ | :---------- | | Total International store count | 160 | | Square footage (in thousands) | 3,623 | Ownership Status of Stores (End of Fiscal 2024) | Segment | Leased Locations | Owned Locations | Owned Buildings and Leased Land | | :---------- | :--------------- | :-------------- | :------------------------------ | | Domestic | 910 | 23 | 32 | | International | 153 | 3 | 4 | Distribution Space Ownership Status (End of Fiscal 2024) | Segment | Leased Locations (in thousands sq ft) | Owned Locations (in thousands sq ft) | | :---------- | :------------------------------------ | :----------------------------------- | | Domestic | 14,987 | 3,168 | | International | 1,496 | - | - The company owns its corporate headquarters buildings in Richfield, Minnesota, and leases additional domestic and international office space[132] Item 3. Legal Proceedings. Best Buy is involved in various legal proceedings and makes financial accruals for matters where liability is probable and estimable, with disclosures for material impacts - The company is involved in a number of legal proceedings and makes accruals where liability is probable and the amount can be reasonably estimated[133][427] - Disclosure is provided for matters where the impact is believed to be reasonably possible and material to the Consolidated Financial Statements[427] Item 4. Mine Safety Disclosures. This item states that there are no mine safety disclosures applicable to the company - Not applicable[134] Information about our Executive Officers. This section provides a list of Best Buy's executive officers as of March 13, 2024, detailing their positions, age, years with the company, and professional backgrounds Executive Officers (as of March 13, 2024) | Name | Age | Position with the Company | Years with the Company | | :-------------- | :-- | :---------------------------------------------------------------- | :--------------------- | | Corie S. Barry | 48 | Chief Executive Officer | 24 | | Matt Bilunas | 51 | Senior Executive Vice President of Enterprise Strategy, Chief Financial Officer | 18 | | Jason Bonfig | 47 | Senior Executive Vice President of Customer Offerings and Fulfillment | 25 | | Damien Harmon | 45 | Senior Executive Vice President of Customer, Channel Experiences & Enterprise Services | 5 | | Todd G. Hartman | 57 | General Counsel and Chief Risk Officer | 18 | | Kamy Scarlett | 60 | Senior Executive Vice President of Human Resources, Corporate Affairs and Canada | 10 | | Mathew R. Watson | 53 | Senior Vice President, Controller and Chief Accounting Officer | 18 | PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Best Buy's common stock is traded on the NYSE under BBY, with a history of quarterly cash dividends, and a $5.0 billion share repurchase program authorized in February 2022 - Best Buy's common stock is traded on the New York Stock Exchange (NYSE) under the ticker symbol BBY[143] - A regular quarterly cash dividend has been paid since fiscal 2004, with a 2% increase approved on February 29, 2024, raising it to $0.94 per share[143][211] - As of March 13, 2024, there were 1,898 holders of record of the company's common stock[144] Share Repurchase Activity (Fiscal Years Ended) | Metric | 2024 | 2023 | 2022 | | :------------------------------ | :----------- | :------------- | :------------- | | Total cost of shares repurchased | $340 million | $1,001 million | $3,504 million | | Average price per share | $72.52 | $84.78 | $108.97 | | Total number of shares repurchased | 4.7 million | 11.8 million | 32.2 million | - As of February 3, 2024, approximately $3.784 billion remained available under the $5.0 billion share repurchase authorization approved on February 28, 2022[146][412] - The company expects to spend approximately $350 million on share repurchases in fiscal 2025[210] Item 6. [Reserved]. This item is reserved and contains no information - Reserved[151] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Best Buy's fiscal 2024 saw a 6.1% revenue decline and a 6.8% comparable sales decrease, reflecting a challenging consumer electronics market, while advancing its omnichannel strategy and membership growth - Fiscal 2024 included 53 weeks, with the extra week occurring in the fiscal fourth quarter[156] - Digital sales comprised 33% of Domestic revenue in fiscal 2024, compared to 19% in fiscal 2020, with online sales picked up in stores remaining consistent at just over 40%[163] - In fiscal 2024, the company closed 24 large format stores and implemented 8 large format Experience store remodels; for fiscal 2025, it plans to close approximately 10 to 15 Best Buy stores[164][175] - The paid membership base grew to approximately seven million members by the end of fiscal 2024, with members showing higher interaction and spend[166] - Management expects fiscal 2025 to be a year of increasing industry stabilization as innovation accelerates and consumers upgrade technology products purchased earlier in the pandemic[167] Consolidated Financial Data (Fiscal Years Ended) | Metric | 2024 ($ millions) | 2023 ($ millions) | 2022 ($ millions) | | :------------------------------ | :---------------- | :---------------- | :---------------- | | Revenue | 43,452 | 46,298 | 51,761 | | Revenue % change | (6.1)% | (10.6)% | 9.5% | | Comparable sales % change | (6.8)% | (9.9)% | 10.4% | | Gross profit | 9,603 | 9,912 | 11,640 | | Gross profit as a % of revenue | 22.1% | 21.4% | 22.5% | | SG&A | 7,876 | 7,970 | 8,635 | | SG&A as a % of revenue | 18.1% | 17.2% | 16.7% | | Restructuring charges | 153 | 147 | (34) | | Operating income | 1,574 | 1,795 | 3,039 | | Operating income as a % of revenue | 3.6% | 3.9% | 5.9% | | Net earnings | 1,241 | 1,419 | 2,454 | | Diluted earnings per share | $5.68 | $6.29 | $9.84 | - Income tax expense increased in fiscal 2024, primarily due to reduced benefits from tax matters and stock-based compensation, partially offset by decreased pre-tax earnings. The effective tax rate increased to 23.5% from 20.7% in fiscal 2023[172][187] Domestic Segment Financial Data (Fiscal Years Ended) | Metric | 2024 ($ millions) | 2023 ($ millions) | 2022 ($ millions) | | :------------------------------ | :---------------- | :---------------- | :---------------- | | Revenue | 40,097 | 42,794 | 47,830 | | Revenue % change | (6.3)% | (10.5)% | 10.5% | | Comparable sales % change | (7.1)% | (10.3)% | 11.0% | | Gross profit as a % of revenue | 22.1% | 21.3% | 22.4% | | SG&A as a % of revenue | 18.0% | 17.1% | 16.6% | | Operating income | 1,467 | 1,634 | 2,795 | | Operating income as a % of revenue | 3.7% | 3.8% | 5.8% | | Total online revenue | 13,102 | 14,212 | 16,430 | | Online revenue as a % of total segment revenue | 32.7% | 33.2% | 34.4% | | Comparable online sales % change | (7.8)% | (13.5)% | (12.0)% | Domestic Segment Revenue Mix and Comparable Sales Change by Category (Fiscal 2024) | Revenue Category | Revenue Mix (2024) | Comparable Sales % Change (2024) | | :------------------------ | :----------------- | :------------------------------- | | Computing and Mobile Phones | 42% | (7.8)% | | Consumer Electronics | 30% | (8.6)% | | Appliances | 14% | (15.1)% | | Entertainment | 7% | 9.7% | | Services | 6% | 8.7% | | Other | 1% | 6.1% | | Total | 100% | (7.1)% | International Segment Financial Data (Fiscal Years Ended) | Metric | 2024 ($ millions) | 2023 ($ millions) | 2022 ($ millions) | | :------------------------------ | :---------------- | :---------------- | :---------------- | | Revenue | 3,355 | 3,504 | 3,931 | | Revenue % change | (4.3)% | (10.9)% | (1.0)% | | Comparable sales % change | (3.2)% | (5.4)% | 3.3% | | Gross profit as a % of revenue | 22.4% | 23.0% | 23.9% | | SG&A as a % of revenue | 19.1% | 18.2% | 17.5% | | Operating income | 107 | 161 | 244 | | Operating income as a % of revenue | 3.2% | 4.6% | 6.2% | International Segment Revenue Mix and Comparable Sales Change by Category (Fiscal 2024) | Revenue Category | Revenue Mix (2024) | Comparable Sales % Change (2024) | | :------------------------ | :----------------- | :------------------------------- | | Computing and Mobile Phones | 46% | (0.9)% | | Consumer Electronics | 29% | (9.3)% | | Appliances | 10% | (4.5)% | | Entertainment | 9% | 13.2% | | Services | 5% | 1.0% | | Other | 1% | (33.8)% | | Total | 100% | (3.2)% | Non-GAAP Financial Measures (Fiscal Years Ended) | Metric | 2024 ($ millions) | 2023 ($ millions) | 2022 ($ millions) | | :------------------------------ | :---------------- | :---------------- | :---------------- | | Non-GAAP operating income | 1,788 | 2,028 | 3,092 | | Non-GAAP operating income as % of revenue | 4.1% | 4.4% | 6.0% | | Non-GAAP effective tax rate | 23.8% | 21.0% | 19.0% | | Non-GAAP diluted EPS | $6.37 | $7.08 | $10.01 | Cash and Cash Equivalents (End of Fiscal Year) | Metric | February 3, 2024 ($ millions) | January 28, 2023 ($ millions) | | :---------------------- | :---------------------------- | :---------------------------- | | Cash and cash equivalents | 1,447 | 1,874 | Cash Flows (Fiscal Years Ended) | Activity | 2024 ($ millions) | 2023 ($ millions) | 2022 ($ millions) | | :------------------------------------------ | :---------------- | :---------------- | :---------------- | | Total cash provided by (used in): | | | | | Operating activities | 1,470 | 1,824 | 3,252 | | Investing activities | (781) | (962) | (1,372) | | Financing activities | (1,144) | (1,806) | (4,297) | | Decrease in cash, cash equivalents and restricted cash | (460) | (952) | (2,420) | - The company has a $1.25 billion five-year senior unsecured revolving credit facility, undrawn as of February 3, 2024, expiring in April 2028[201][216] Credit Ratings (as of March 13, 2024) | Rating Agency | Rating | Outlook | | :---------------- | :----- | :------ | | Standard & Poor's | BBB+ | Stable | | Moody's | A3 | Stable | - Restricted cash balances, primarily for product protection plans and self-insurance liabilities, were $346 million as of February 3, 2024[205] Capital Expenditures (Fiscal Years Ended) | Category | 2024 ($ millions) | 2023 ($ millions) | 2022 ($ millions) | | :-------------------------------- | :---------------- | :---------------- | :---------------- | | E-commerce and information technology | 496 | 540 | 549 | | Store-related projects | 278 | 355 | 178 | | Supply chain | 21 | 35 | 10 | | Total capital expenditures | 795 | 930 | 737 | - Expected capital expenditures for fiscal 2025 are $750 million to $800 million[207] - Outstanding debt includes $500 million of 4.45% notes due October 1, 2028, and $650 million of 1.95% notes due October 1, 2030[208][392][395] Other Financial Measures (End of Fiscal Year) | Metric | February 3, 2024 | January 28, 2023 | | :-------------------- | :--------------- | :--------------- | | Current ratio | 1.0 | 1.0 | | Debt to earnings ratio | 0.9 | 0.8 | Contractual Obligations (as of February 3, 2024) | Contractual Obligations | Total ($ millions) | Less Than 1 Year ($ millions) | 1-3 Years ($ millions) | 3-5 Years ($ millions) | More Than 5 Years ($ millions) | | :---------------------- | :----------------- | :-------------------------- | :------------------- | :------------------- | :-------------------- | | Purchase obligations | 3,181 | 2,643 | 337 | 199 | 2 | | Operating lease obligations | 3,122 | 708 | 1,234 | 720 | 460 | | Long-term debt obligations | 1,150 | - | - | 500 | 650 | | Interest payments | 218 | 46 | 81 | 70 | 21 | | Finance lease obligations | 39 | 16 | 16 | 4 | 3 | | Total | 7,710 | 3,413 | 1,668 | 1,493 | 1,136 | - Critical accounting estimates include Vendor Allowances, Goodwill (Best Buy Health reporting unit has higher uncertainty), Inventory Markdown, Tax Contingencies, and Service Revenue[218][226][228][231][235] Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Best Buy is exposed to interest rate risk from cash and floating-rate debt, and foreign currency exchange rate risk from International operations, managed with derivative instruments - The company is exposed to changes in short-term market interest rates, impacting net interest expense from cash, cash equivalents, restricted cash, and floating-rate debt[239] - As of February 3, 2024, the net asset balance exposed to interest rate changes was $1.3 billion, with a 50-basis point increase/decrease in rates estimated to change interest income by $6 million[240] - Foreign currency exchange rate risk arises from International segment operations, primarily due to the Canadian dollar, and is managed using foreign currency forward contracts[241] - Foreign currency exchange rate fluctuations had an unfavorable impact of approximately $90 million on revenue in fiscal 2024, but the impact on net earnings was not significant[242] Item 8. Financial Statements and Supplementary Data. This section presents Best Buy's audited consolidated financial statements for fiscal 2024, 2023, and 2022, with management affirming internal control effectiveness and an unqualified audit opinion from Deloitte & Touche LLP - Management is responsible for the preparation, integrity, and objectivity of the consolidated financial statements in conformity with GAAP[244] - Management concluded that internal control over financial reporting was effective as of February 3, 2024[247] - Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting[250][251][264][265] - Critical audit matters included the evaluation of vendor allowances in the Domestic segment due to the complexity of agreements and the completeness/accuracy of deferrals, and goodwill for the Best Buy Health reporting unit due to significant judgments in fair value estimation[254][255][258] Consolidated Balance Sheets (as of) | Asset/Liability | February 3, 2024 ($ millions) | January 28, 2023 ($ millions) | | :-------------------------------- | :---------------------------- | :---------------------------- | | Cash and cash equivalents | 1,447 | 1,874 | | Receivables, net | 939 | 1,141 | | Merchandise inventories | 4,958 | 5,140 | | Other current assets | 553 | 647 | | Total current assets | 7,897 | 8,802 | | Net property and equipment | 2,260 | 2,352 | | Operating lease assets | 2,758 | 2,746 | | Goodwill | 1,383 | 1,383 | | Other assets | 669 | 520 | | Total assets | 14,967 | 15,803 | | Accounts payable | 4,637 | 5,687 | | Unredeemed gift card liabilities | 253 | 274 | | Deferred revenue | 1,000 | 1,116 | | Accrued compensation and related expenses | 486 | 405 | | Accrued liabilities | 902 | 843 | | Current portion of operating lease liabilities | 618 | 638 | | Current portion of long-term debt | 13 | 16 | | Total current liabilities | 7,909 | 8,979 | | Long-term operating lease liabilities | 2,199 | 2,164 | | Long-term liabilities | 654 | 705 | | Long-term debt | 1,152 | 1,160 | | Total equity | 3,053 | 2,795 | | Total liabilities and equity | 14,967 | 15,803 | Consolidated Statements of Earnings (Fiscal Years Ended) | Metric | February 3, 2024 ($ millions) | January 28, 2023 ($ millions) | January 29, 2022 ($ millions) | | :------------------------------ | :---------------------------- | :---------------------------- | :---------------------------- | | Revenue | 43,452 | 46,298 | 51,761 | | Cost of sales | 33,849 | 36,386 | 40,121 | | Gross profit | 9,603 | 9,912 | 11,640 | | Selling, general and administrative expenses | 7,876 | 7,970 | 8,635 | | Restructuring charges | 153 | 147 | (34) | | Operating income | 1,574 | 1,795 | 3,039 | | Other income (expense): | | | | | Gain on sale of subsidiary, net | 21 | - | - | | Investment income and other | 78 | 28 | 10 | | Interest expense | (52) | (35) | (25) | | Earnings before income tax expense and equity in income of affiliates | 1,621 | 1,788 | 3,024 | | Income tax expense | 381 | 370 | 574 | | Equity in income of affiliates | 1 | 1 | 4 | | Net earnings | 1,241 | 1,419 | 2,454 | | Basic earnings per share | $5.70 | $6.31 | $9.94 | | Diluted earnings per share | $5.68 | $6.29 | $9.84 | Consolidated Statements of Cash Flows (Fiscal Years Ended) | Activity | February 3, 2024 ($ millions) | January 28, 2023 ($ millions) | January 29, 2022 ($ millions) | | :------------------------------------------ | :---------------------------- | :---------------------------- | :---------------------------- | | Net earnings | 1,241 | 1,419 | 2,454 | | Total cash provided by operating activities | 1,470 | 1,824 | 3,252 | | Total cash used in investing activities | (781) | (962) | (1,372) | | Total cash used in financing activities | (1,144) | (1,806) | (4,297) | | Decrease in cash, cash equivalents and restricted cash | (460) | (952) | (2,420) | | Cash, cash equivalents and restricted cash at end of period | 1,793 | 2,253 | 3,205 | - In fiscal 2022, Best Buy acquired Current Health Ltd. for $389 million (resulting in $351 million goodwill) and Two Peaks, LLC d/b/a Yardbird Furniture for $79 million (resulting in $47 million goodwill)[283][357][358] - In fiscal 2024, the company completed the sale of a Mexico subsidiary, recognizing a $21 million gain[284] - The company adopted ASU 2022-04, Supplier Finance Programs, disclosing a supply chain financing program with a liability of $426 million as of February 3, 2024[288][289] - New accounting pronouncements include ASU 2023-07 (Segment Reporting, effective FY25), ASU 2023-09 (Income Tax Disclosures, effective FY26), and the SEC's final climate disclosure rule (effective FY26)[291][292][293] - Restructuring charges in fiscal 2024 totaled $153 million, primarily from the Fiscal 2024 Restructuring Initiative focused on aligning labor resources and right-sizing for revenue outlook, with $171 million in employee termination benefits[359][360][361] - Goodwill balances as of February 3, 2024, were $492 million for Best Buy Domestic and $891 million for Best Buy Health; no impairment charges were recorded for the periods presented[223][313][369] - Total definite-lived intangible assets had a gross carrying amount of $532 million and accumulated amortization of $404 million as of February 3, 2024, with amortization expense of $61 million in fiscal 2024[370][371] - The notional amount of derivative instruments was $666 million as of February 3, 2024, used to manage foreign currency and interest rate exposures[380] - Total lease assets were $2,801 million and total lease liabilities were $2,851 million as of February 3, 2024, with a total lease cost of $1,022 million in fiscal 2024[381][382] - Long-term debt, net of current portion, was $1,152 million as of February 3, 2024, consisting of 2028 Notes ($500 million) and 2030 Notes ($650 million)[391] - Stock-based compensation expense was $145 million in fiscal 2024. The total cost of shares repurchased was $340 million (4.7 million shares) in fiscal 2024[402][413] - Gift card breakage income was $40 million in fiscal 2024. Profit-sharing revenue from the credit card arrangement approximated 1.4% of Domestic revenue in fiscal 2024[344][345] Segment and Geographic Information (Fiscal 2024) | Metric | Domestic ($ millions) | International ($ millions) | Total ($ millions) | | :---------------------- | :-------------------- | :------------------------- | :----------------- | | Revenue | 40,097 | 3,355 | 43,452 | | Operating income | 1,467 | 107 | 1,574 | | Assets | 13,660 | 1,307 | 14,967 | | Capital expenditures | 760 | 35 | 795 | | Depreciation | 819 | 43 | 862 | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. This item confirms that there have been no changes in or disagreements with the company's accountants regarding accounting and financial disclosure - None[431] Item 9A. Controls and Procedures. Management, including the CEO and CFO, assessed the effectiveness of Best Buy's disclosure controls and procedures as of February 3, 2024, concluding they were effective, with no material changes in internal control - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of February 3, 2024[433] - There were no changes in internal control over financial reporting during the fiscal fourth quarter ended February 3, 2024, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[436] Item 9B. Other Information. This section discloses that an executive officer entered into a Rule 10b5-1 trading plan in December 2023 for the potential sale of up to 28,500 shares, with no other required disclosures unreported - Jason Bonfig, Senior Executive Vice President of Customer Offerings and Fulfillment, entered into a Rule 10b5-1(c) trading plan on December 6, 2023, for the potential sale of up to 28,500 shares of common stock through February 28, 2025[437] - No other information required to be disclosed in a Current Report on Form 8-K during the fourth quarter was not reported[438] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. This item states that there are no disclosures regarding foreign jurisdictions that prevent inspections applicable to the company - Not applicable[439] PART III Item 10. Directors, Executive Officers and Corporate Governance. Information regarding the company's directors, executive officers, and corporate governance, including its Code of Ethics, is incorporated by reference from the 2024 Proxy Statement - Information required by this item is incorporated by reference from the company's Definitive Proxy Statement relating to its 2024 Regular Meeting of Shareholders[440] - The company has a Code of Ethics applicable to directors and all employees, available on its investor relations website[441] Item 11. Executive Compensation. Information concerning executive compensation is incorporated by reference from the company's 2024 Proxy Statement - Information required by this item is incorporated by reference from the 2024 Proxy Statement[443] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information regarding security ownership of certain beneficial owners and management, as well as related stockholder matters, is incorporated by reference from the company's 2024 Proxy Statement - Information required by this item is incorporated by reference from the 2024 Proxy Statement[444] Item 13. Certain Relationships and Related Transactions, and Director Independence. Information pertaining to certain relationships, related transactions, and director independence is incorporated by reference from the company's 2024 Proxy Statement - Information required by this item is incorporated by reference from the 2024 Proxy Statement[445] Item 14. Principal Accountant Fees and Services. Information regarding the fees and services provided by the principal accountant, Deloitte & Touche LLP, is incorporated by reference from the company's 2024 Proxy Statement - Information required by this item, related to Deloitte & Touche LLP (PCAOB ID No. 34), is incorporated by reference from the 2024 Proxy Statement[446] PART IV Item 15. Exhibit and Financial Statement Schedules. This item lists all financial statements, supplementary schedules, and exhibits filed as part of the Form 10-K report, noting that certain long-term debt instruments are not filed as exhibits if their authorized amount does not exceed 10% of the registrant's total assets - The report includes financial statements, supplementary financial statement schedules, and a list of exhibits[447][449] - Certain instruments with respect to long-term debt are not filed as exhibits if the amount of securities authorized does not exceed 10% of the registrant's total assets[450] Item 16. Form 10-K Summary. This item indicates that no summary is provided within the Form 10-K itself - None[452] Signatures. The report is duly signed by the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and the Board of Directors, certifying its submission on March 15, 2024 - The report is signed by the Chief Executive Officer (Corie Barry), Chief Financial Officer (Matthew Bilunas), Senior Vice President, Controller and Chief Accounting Officer (Mathew R. Watson), and the Board of Directors[454][455] - The signing date for the report is March 15, 2024[455]