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(Mark one) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles)Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or anemerging growth company. (See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company”in Rule12b-2 of the Exchange Act). Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ As of June 30, 2024, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of common stock held bynon-affiliates of the registrant, based on the closing sales price for the registrant’s common stock as reported on The New York Stock Exchange, was$6,488million. The number of shares of the Registrant’s common stock outstanding as of February19, 2025 (latest practicable date) was56,567,386shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for the2025 Annual Meeting of Stockholders are incorporated herein by reference in PartIII of this AnnualReport on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after theclose of the registrant's fiscal year endedDecember31, 2024. TABLE OFCONTENTS PARTIItem 1.Business. 3Item 1A.Risk Factors.18Item 1B.Unresolved Staff Comments.33Item 1C.Cybersecurity.33Item 2.Properties.36Item 3.Legal Proceedings.36Item 4.Mine Safety Disclosures.36 PARTIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.37Item 6.[Reserved].37Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.38Item 7A.Quantitative and Qualitative Disclosures About Market Risk.51Item 8.Financial Statements and Supplementary Data.52Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure.90Item 9A.Controls and Procedures.90Item 9B.Other Information.92Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.92 PARTIIIItem 10.Directors, Executive Officers and Corporate Governance. 93Item 11.Executive Compensation.93Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.93Item 13.Certain Relationships and Related Transactions, and Director Independence.93Item 14.Principal Accountant Fees and Services.93 PARTIVItem 15.Exhibits and Financial Statement Schedules. 94Ite