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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30,2023ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 193

2、4For the transition period fromtoCommission file number 001-40175SYMBOTIC INC.(Exact name of registrant as specified in its charter)Delaware98-1572401(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)200 Research DriveWilmington,MA 01887(978)284-2800(Ad

3、dress,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A common stock,par value$0.0001 per shareSYMThe Na

4、sdaq Stock Market LLCSecurities registered pursuant to section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section

5、 13 or Section 15(d)of the Act.YesNo Indicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports

6、);and(2)has been subject to such filingrequirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T(232.405 of this chapter)during the preceding

7、 12 months(or for such shorter period that the registrant was required to submitand post such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definitions of“large accelerated f

8、iler,”“accelerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to

9、use the extended transition period for complying with anynew or revised 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 managements assessment of the effectiveness of its i

10、nternalcontrol over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that preparedor issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial stateme

11、nts 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 compensationreceived by any of the registrants

12、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 Rule 12b-2 of the Act).Yes No As of March 25,2023,the last business day of the Registrants most recently completed second fiscal quarter,the

13、aggregate market value of thecommon equity of the registrant held by non-affiliates was approximately$517 million(based on the closing sales price of the Class A common stock onMarch 24,2023 of$21.68).Indicate the number of shares outstanding of each of the issuers classes of common stock,as of the

14、latest practicable date.As of December 5,2023,the following shares of common stock were outstanding:83,718,573 shares of Class A common stock,par value$0.0001 per share65,991,247 shares of Class V-1 common stock,par value$0.0001 per share407,528,941 shares of Class V-3 common stock,par value$0.0001

15、per shareDOCUMENTS INCORPORATED BY REFERENCEThe registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended September 30,2023.Portions of such proxy statement are incorporated by reference into Items 10,11,12,13,and 14 of Par

16、t III of this Annual Report on Form 10-K.Symbotic Inc.Table of ContentsPagePart IItem 1.Business3Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments45Item 2.Properties45Item 3.Legal Proceedings46Item 4.Mine Safety Disclosures46Part IIItem 5.Market for Registrants Common Equity,Related Stockholde

17、r Matters and Issuer Purchases ofEquity Securities46Item 6.Reserved46Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk60Item 8.Financial Statements and Supplementary Data62Item 9.Changes in

18、and Disagreements With Accountants on Accounting and Financial Disclosures105Item 9A.Controls and Procedures105Item 9B.Other Information106Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections106Part IIIItem 10.Directors,Executive Officers and Corporate Governance107Item 11.Exe

19、cutive Compensation107Item 12.Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters107Item 13.Certain Relationships and Related Transactions,and Director Independence107Item 14.Principal Accounting Fees and Services107Part IVItem 15.Exhibits,Financial Statemen

20、t Schedules107Item 16.Form 10-K Summary110SignaturesiAs used in this Annual Report on Form 10-K,unless otherwise indicated or the context otherwise requires,references to“we,”“us,”“our,”“Symbotic”and the“Company”refer to Symbotic Inc.,a Delaware corporation,and its consolidatedsubsidiaries following

21、 the effective time of the business combination between SVF and Symbotic(the“BusinessCombination”)pursuant to that certain Agreement and Plan of Merger,dated December 12,2021(the“MergerAgreement”),by and among SVF,Warehouse Technologies LLC,Symbotic Holdings LLC and Saturn Acquisition(DE)Corp.that c

22、losed on June 7,2022.Unless the context otherwise requires,references to“SVF”refer to SVF Investment Corp.3,aDelaware corporation,prior to the effective time of the Merger Agreement,and references to“Warehouse”refer toWarehouse Technologies LLC.(currently known as Symbotic Holdings LLC.),prior to th

23、e effective time of the MergerAgreement.CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995,Section 27A of the Securities Act of 1933 and Section 21E of the Securiti

24、es Exchange Act of1934.These statements include,but are not limited to,our expectations or predictions of future financial or businessperformance or conditions.Forward-looking statements are inherently subject to risks,uncertainties and assumptions.Generally,statements that are not historical facts,

25、including statements concerning our possible or assumed future actions,business strategies,events or results of operations,are forward-looking statements.These statements may be preceded by,followed by or include the words“believes,”“estimates,”“expects,”“projects,”“forecasts,”“may,”“will,”“should,”

26、“seeks,”“plans,”“scheduled,”“anticipates,”or“intends”or similar expressions.Forward-looking statements contained in this Annual Report on Form 10-K include,but are not limited to,statementsabout our ability to,or expectations that we will:meet the technical requirements of existing or future supply

27、agreements with our customers,including withrespect to existing backlog;expand our target customer base and maintain our existing customer base;realize the benefits expected from the GreenBox joint venture;anticipate industry trends;maintain and enhance our platform;maintain the listing of the Symbo

28、tic Class A Common Stock on NASDAQ;develop,design,and sell systems that are differentiated from those of competitors;execute our research and development strategy;acquire,maintain,protect,and enforce intellectual property;attract,train,and retain effective officers,key employees,or directors;comply

29、with laws and regulations applicable to our business;stay abreast of modified or new laws and regulations applicable to our business;successfully defend litigation;issue equity securities in connection with future transactions;meet future liquidity requirements and,if applicable,comply with restrict

30、ive covenants related to long-termindebtedness;timely and effectively remediate any material weaknesses in our internal control over financial reporting;anticipate rapid technological changes;andeffectively respond to general economic and business conditionsForward-looking statements made in this An

31、nual Report on Form 10-K also include,but are not limited to,statementswith respect to:the future performance of our business and operations;expectations regarding revenues,expenses,Adjusted EBITDA and anticipated cash needs;expectations regarding cash flow,liquidity and sources of funding;1expectat

32、ions regarding capital expenditures;the anticipated benefits of Symbotics leadership structure;the effects of pending and future legislation;business disruption;disruption to the business due to our dependency on certain customers;increasing competition in the warehouse automation industry;any delay

33、s in the design,production or launch of our systems and products;the failure to meet customers requirements under existing or future contracts or customers expectations asto price or pricing structure;any defects in new products or enhancements to existing products;andthe fluctuation of operating re

34、sults from period to period due to a number of factors,including the pace ofcustomer adoption of our new products and services and any changes in our product mix that shift too farinto lower gross margin products.Such forward-looking statements involve risks and uncertainties that may cause actual e

35、vents,results or performance todiffer materially from those indicated by such statements.Certain of these risks are identified and discussed in other sectionsof this Annual Report on Form 10-K,including Part I,Item 1A“Risk Factors”and Part II,Item 7“Managements Discussionand Analysis of Financial Co

36、ndition and Results of Operations”.These risk factors will be important to consider indetermining future results and should be reviewed in their entirety.These forward-looking statements are expressed in goodfaith,and we believe there is a reasonable basis for them.However,there can be no assurance

37、that the events,results or trendsidentified in these forward-looking statements will occur or be achieved.Forward-looking statements are provided for thepurposes of assisting the reader in understanding our financial performance,financial position and cash flows as of and forperiods ended on certain

38、 dates and to present information about managements current expectations and plans relating to thefuture,and the reader is cautioned not to place undue reliance on these forward-looking statements because of their inherentuncertainty and to appreciate the limited purposes for which they are being us

39、ed by management.While we believe that theassumptions and expectations reflected in the forward-looking statements are reasonable based on information currentlyavailable to management,there is no assurance that such assumptions and expectations will prove to have been correct.The forward-looking sta

40、tements made in this Annual Report on Form 10-K relate only to events as of the date on whichthe statements are made and are based on the beliefs,estimates,expectations and opinions of management on that date.Weare not under any obligation,and expressly disclaim any obligation,to update,alter or oth

41、erwise revise any forward-lookingstatements made in this Annual Report on Form 10-K,whether as a result of new information,future events or otherwise,except as required by law.Annualized,projected and estimated numbers are used for illustrative purpose only,are not forecasts and may not reflectactua

42、l results.2PART IItem 1.BusinessCompany OverviewAt Symbotic,our vision is to make the supply chain work better for everyone.We do this by developing,commercializing,and deploying innovative,end-to-end technology solutions that dramatically improve supply chainoperations.We currently automate the pro

43、cessing of pallets and cases in large warehouses or distribution centers for some ofthe largest retail and wholesale companies in the world.Our systems enhance operations at the front end of the supply chain,and therefore benefit all supply partners further down the chain,irrespective of fulfillment

44、 strategy.Symbotic was established to develop technologies to improve operating efficiencies in modern warehouses.Significantfunds and resources have been devoted to date in developing the Symbotic platform and related applications,to createcomplete systems with the ability to fundamentally change h

45、ow the supply chain functions.Symbotics intellectual propertyis protected by a portfolio of over 575 issued and/or pending patents.Our revolutionary platform accelerates the movement of goods through the supply chain,improves SKU agility,fulfillsorders with 99.9999%accuracy and does this all with le

46、ss inventory and operating cost.The underlying architecture of ourplatform and applications differentiates our system from everyone else in the marketplace.The system uses high-speed,fullyautonomous mobile robots that travel up to 25 miles-per-hour(mph),controlled by our A.I.-enabled system software

47、,tomove goods through our proprietary buffering structure.Proprietary modular applications such as our inbound atomizing and outbound palletizing applications plug into theSymbotic platform to achieve compelling,real world supply chain improvements at scale.Adding other Symbotic modularapplications

48、under development will allow our customers to support all omni-channel strategies,such as brick and mortarretail and e-commerce with in-store pickup or home delivery,from a single centralized warehouse/fulfillment facility.Our systems vary in size and price.Systems can be as small as a single footba

49、ll field sized footprint(48,000 square feet)serving 25 or more stores and can scale to meet the needs of the worlds largest retailers.Our platforms modular design andgreater storage density enables installation in existing,and active warehouses,with limited interruption to ongoingoperations.Symbotic

50、 systems atomize inbound freight(divide it to a common unit),from pallets-to-cases and cases-to-items(currently in development),digitize the attributes of these units without re-labeling,and move the units to buffering in theiroriginal(or native)packaging with bottom lift technology on our autonomou

51、s mobile robots instead of re-transferring goodsto trays,shuttles,or cranes.As the distribution center receives replenishment orders from stores,our autonomous robotsretrieve the desired units in specified sequence to facilitate orderly fulfillment.Fulfillment often incorporates our automated pallet

52、-building application.This application builds pallets with goodsordered specific to a given store and store aisle to facilitate rapid and sequential provisioning of the goods from the pallets toa specific stores shelves(known as store plan-o-grammed pallets).The application also builds the pallets w

53、ith improvedstructural integrity,which in turn leads to denser,taller pallets that improve truck packing density while reducing productdamage.We believe that the global supply chain has reached a point of critical stress,driving an inflection in demand forwarehouse automation across all industries.A

54、s the labor force shifts toward an older,more highly educated demographic,thewarehouse labor pool is shrinking and becoming more expensive,while most well-located distribution centers are eitheroperating manually or utilizing outdated,static mechanized conveyor systems.The dramatic growth in e-comme

55、rce hasincreased supply chain complexity by putting pressure on retailers to support multiple sales channels and orders of individualitems in addition to cases and pallets.Meanwhile,consumer expectations have evolved to demand a larger variety of items tobe delivered quickly and seamlessly.This has

56、placed significant strain on the traditional supply chain and the people whosupport it.We help our customers to thrive in this increasingly challenging environment.Our systems are actively deployed in the warehouses of a number of the worlds largest retailers including Walmart,Albertsons,Target,Gian

57、t Tiger,and C&S Wholesale Grocers,which is one of the largest grocery wholesalers in the UnitedStates and an affiliate of Symbotic.We have spent significant time working closely with our customers to develop,test,andrefine our technology,and our success has translated into approximately$23.3 billion

58、 of backlog as of September 30,2023 todeliver systems from 2023 through 2029,of which approximately$6.1 billion was added to our backlog on May 20,2022when we amended and restated the Walmart MAA as described below in“CustomersWalmart”and approximately$11.53billion was added to our backlog on July 2

59、3,2023 when we entered into a master services,license and equipment agreementwith GreenBox as described below in“Customers GreenBox.”We believe the potential market opportunity for our systems is large and expanding.We are initially targeting the tenlargest brick-and-mortar companies across five ver

60、ticals:general merchandise,ambient grocery,ambient food distribution,consumer packaged food,and apparel.Based on identified North American warehouses of the ten largest companies in eachof these five verticals,we believe that our strategically addressed market opportunity is approximately$144 billio

61、n.Whenconsidering deeper penetration in our initial verticals,adding additional adjacent verticals,and entering the European market,we believe our total addressable market increases to$432 billion.Industry BackgroundFirst Principles of the Supply ChainThe first principles of the supply chain are to

62、align three mismatches that arise between producers and users of goods in acost-effective manner.These three mismatches relate to the quantity,timing,and location of goods and arise because a smallnumber of producers concentrate resources to serve many consumers in the pursuit of economies of scale.

63、The first mismatch relates to the quantity of goods,as a relatively small number of producers generate a greater quantityof goods than any single consumer desires.The supply chain aligns this mismatch by“atomizing”(dividing into a commonunit)production quantities into quantities desired by consumers

64、,meaning pallets are atomized into cases,and then cases intoindividual items,known as“eaches.”The second mismatch relates to the timing of when goods are produced versus needed.Producers generate goodscontinuously,but end users purchase and consume goods at a much slower or cyclical rate.This mismat

65、ch is aligned by whatis known as“buffering”(storing goods in inventory),achieving an effect between producer and user that is like the way awater reservoir manages variation between precipitation and household water consumption.Location is the final mismatch,as goods are needed at the point of consu

66、mption rather than the point of production.Thus,movement of goods is a critical function of the supply chain.Types of WarehousesModern warehouses are a node in the supply chain where atomizing,buffering and movement activities align thesemismatches.Two common types of warehouses are distribution cen

67、ters and e-commerce fulfillment centers.Finished goodsfrom manufacturers almost always enter the supply chain packaged in either pallets or cases,and flow downstream to endusers.Since our systems automate pallet-to-case activities up stream in the supply chain,our systems benefit all downstreamusers

68、 throughout the supply chain.With this advantage,and because the majority of supply chain cost resides in thedistribution center,it is easier to integrate systems downstream,rather than upstream(see“Our Competitive Strengths”).Distribution CentersE-Commerce FulfillmentFlow of GoodsUpstreamDownstream

69、Typical FunctionAtomization and buffering betweenproducers and next nodeItems selectionPacking and shippingTypical LocationRural,SuburbanSuburban,UrbanCommon Fulfillment UnitPallets,CasesItems/EachesOptimized forLow cost per caseSpeed of fulfillment&deliveryVolumeHighLow to moderateSKU count/variety

70、Low to ModerateHighCurrent supply chain operations are generally manual,inflexible,expensive,require significant investments in inventory,and require goods to be manually handled multiple times before being shipped to stores or consumers.The supply chain isexpensive because it tends to be slow,labor

71、 intensive,and leads to significant damage and waste.In a typical supply chainoperation,single-SKU pallets are delivered to a distribution center where hundreds,or thousands,of people are required tomove and store pallets of goods,select individual cases from them,combine those individual cases into

72、 either store-readypallets or,in the case of e-commerce fulfillment,unpack those cases so that individual items can be stored in totes or otherstorage structures before selecting and combining individual items for individual customer order fulfillment.Even4mechanized warehouses require significant h

73、uman intervention,are very inflexible and face disruption from numerous singlepoints of failure.These factors contribute to high maintenance costs and damage,resulting in limited total cost savings.Retail and Supply Chain TrendsSeveral trends within the retail industry and the supply chains that ser

74、ve them have exacerbated the costs and inflexibilityof todays supply chains:Labor Scarcity and CostAs the labor force matures and becomes more highly educated,warehouse labor isbecoming increasingly scarce and expensive.Transportation,warehousing and utilities employment turnoverincreased 48%from 20

75、16 to 2020,compared to a 35%increase for all workers during the same timeframe,according to the U.S.Bureau of Labor Statistics.Omni-Channel StrategiesAs online shopping has become more popular with consumers,brick-and-mortarretailers must support multiple distribution channels:traditional brick-and-

76、mortar,online with home delivery,buyonline pick up in store(BOPIS),as well as support for channel-related reverse logistics.Not only does the growth ofdistribution channels increase complexity,but the e-commerce channel itself is more complex than traditional brick-and-mortar because of the need to

77、deliver a continuously changing and increasingly diverse range of items to abroader range of locations,faster and in an increasing variety of ways.Growing Consumer Expectations and SKU ProliferationThe internet has made the worlds goods available tomore consumers,so now shoppers expect retailers to

78、offer increased product diversity.At the same time,manufacturers continue to adopt mass personalization product strategies,adding to a growing number of new SKUsand accelerating the frequency and speed of SKU transitions.These trends require retailers to find a way toefficiently store,handle,and mak

79、e available a wider variety of SKUs while managing seasonal and geographicvariability.This requires either a greater number of specialized supply chain processes or greater flexibility ofexisting processes.Existing warehouse automation systems are largely engineered to solve single challenges in the

80、 supply chain withdiscrete applicability focused on a particular niche in the warehouse automation value chain(for example,specific pick andpack/e-commerce fulfillment robotics)or are older manufacturing technologies that serve to automate high-volume,lower-value repetitive tasks(such as conveyor be

81、lts and sensors).We believe the Symbotic system is unique in its ability to serve asa comprehensive end-to-end warehouse automation system.Advances in Core TechnologiesWe benefit from advances in robotics,sensors,visual systems,processing power,machine learning,and artificialintelligence that have b

82、een developed and commercialized over the last decade.For example,we are beneficiaries of the tensof billions of dollars that have been invested in attempts to advance autonomous vehicle technology.Symbotic Platform OverviewReasoning from first principles,we have re-conceived the purpose and needs o

83、f the supply chain.From that perspective,we have completely re-designed and re-engineered the warehouse,unencumbered by legacy thinking and the resultingnarrowly targeted technologies aimed at reducing fragments of cost in the warehouse.Our systems manage every aspect of warehouse logistics,from the

84、 time merchandise is off-loaded from a producerstruck or container until that merchandise is ready to be delivered to a store,pick-up location,or individual.Our platform hasan approximate useful life of 25 to 30 years and is so space efficient that it can be installed in phases in operating distribu

85、tioncenters with minimal impact to operations.The platform is composed of atomizing robotics,a buffering structure,autonomous mobile robots that handle product,robotic palletizing cells and software that coordinates and optimizes themovements of all these systems to maximize the throughput of goods

86、while reducing cost of the system.5Unique Platform ArchitectureOur innovative platform architecture differentiates our system from alternative warehouse systems.Eight pillars of thatarchitecture combine synergistically to deliver the benefits of our systems.Those pillars are:A.I.-Powered Software:Ou

87、r platform is enhanced by our A.I.-powered autonomous hardware and system software.Atomizing:Atomizing goods is the process of dividing quantities of goods to the lowest common fulfillment unit(e.g.,from pallets-to-cases and cases-to-items).Our platform atomizes incoming pallets to the case level an

88、d handlesthose original(or“native”)cases throughout our system.We are prototyping the ability to atomize cases to the itemlevel to handle toted items in our platform just like we currently handle cases which would allow both cases andtoted items to be integrated into a single platform.Competing ware

89、house systems handle pallets and more frequentlypartial pallets of goods.Pallets and partial pallets represent an increased level of on hand inventory and partialpallets leave unused volume within the warehouse.Volume adds expense because it has its own cost and becausevolume adds movement distance,

90、slowing down the transport of goods through the supply chain.By managinggoods at the case and toted item level,rather than at the pallet level,our systems remove unused space from thedistribution center,allowing merchandise to be stored more densely and increasing the speed of product throughput.The

91、se space saving efforts are increased by the storage density of our platform,which allows us to retrofit oursystems into our customers existing warehouse operations without interrupting ongoing supply chain operations orrequiring capital to build new greenfield warehouse space.Randomizing:Our platfo

92、rm function is analogous to that of a random-access computer hard drive.By effectively“digitizing”each individual case and toted item and spreading them throughout the buffering structure,we createoptionality for our picking and routing optimization algorithms.Merchandise is opportunistically placed

93、 throughoutthe buffering structure,similar to the way a random-access hard drive handles data.This minimizes movement toincrease throughput,enhance SKU agility and reduce the number of autonomous mobile robots required to distributeproduct.Autonomous Movement:Fully autonomous mobile robots allow our

94、 systems to have superior flexibility,speed,mobility,and inventory handling capabilities.Like fully autonomous cars operating in a smart city,our robotsoperate independently but act collectively to transport,sequence,and move cases through a warehouse.Ouralgorithms consider robot proximity,travel di

95、stance and other factors to solve for optimal overall performance whiledynamically adjusting as anomalies arise.In addition,because each robot can travel anywhere in a two-dimensionalplane and moves like a car that can make radius turns,our robots are comparatively fast,traveling up to 25 miles-per-

96、hour(mph).Faster movement enhances throughput and efficiency by clearing aisles more quickly and allowingfor more storage and retrieval transactions per hour compared to tray,shuttle or crane-based systems.Finally,our6use of automation and software means our systems can approach true“lights-out”oper

97、ation(100%up-time withzero human intervention).Original(Native)Package Handling:In our current applications,we handle cases by lifting them from the bottomusing an automated fork system.This approach allows our platform to manipulate a wide range of case sizes,typesand weights in a variety of packag

98、ing formats.This allows our platform to handle and be configurable to a widerrange of goods and verticals.Unlike some of our competitors,we do not handle goods with grippers,which cancrush products,or suction cups,which can drop goods.We also do not transfer goods to standardized trays,eliminating t

99、his additional handling of goods.Instead,bottom-lift handling reduces case damage and systemrejection rates,thereby decreasing waste and cost.End-to-End Integration:By being an integrated end-to-end system,we are able to comprehensively change awarehouse and a customers supply chain to maximize its

100、efficiency.System-of-Systems Design:Our system-of-systems architecture philosophy eliminates single points of failure,enhancing system resiliency.Utilizing a redundant array of autonomous robots,lifts and inbound and outboundpalletizing systems allows any part of our system to assume the task load o

101、f another system part,in the event anysub-system ever fails.In addition,our hardware and software systems are engineered for rapid serviceabilityutilizing field replaceable components wherever possible.Scalable Modularity:Our architecture is highly modular and scalable,allowing us to install our sys

102、tems in existingwarehouse facilities while achieving full performance benefits.We are also able to install our systems in phases,allowing the existing warehouse facility to continue to operate while the transition to our systems is underway.Finally,we can easily reconfigure and expand our systems to

103、 accommodate SKU proliferation as our customersneeds and strategies evolve.Platform Functional Flow OverviewGenerally,manufacturers create their products in batches by SKU(Stock Keeping Unit,or individual type of item,likecans of chicken noodle soup).Manufacturers then aggregate and package the good

104、s in manageable quantities for efficient andsafe shipping.Usually,products are batched in cardboard or plastic cases.Cases may then be stacked on 4-foot by 4-footpallets as high as safely possible and then shrink-wrapped so the pallets retain integrity while in transit and the goods can betransporte

105、d without damage.A pallet may commonly contain anywhere between 40 and 120 cases depending on the size and weight of the productinside and,therefore,could contain dozens to hundreds of individual items that will ultimately be sold to consumers.Somemanufacturers produce homogeneous pallets with one S

106、KU.Others may combine multiple SKUs on heterogeneous pallets ifthe cases are the same size and the manufacturer is able to do so efficiently in their production process.Other products may be shipped un-palletized because a manufacturer does not produce or sell enough of one item tomake full pallet s

107、hipping efficient.Products may also travel through the supply chain unpalletized because the goods havebeen combined with other products for more efficient shipping.This often happens for products coming from internationaldestinations given the desire to fill a shipping container with multiple items

108、 and/or from multiple manufacturers to reduceoverall shipping costs.Un-palletized products generally come stacked randomly in a truck trailer or shipping container.Symbotics system can uniquely handle homogeneous and heterogeneous palletized and un-palletized products.Palletized Inbound:When palleti

109、zed product reaches a warehouse,the pallets are placed into our automatedsystem where our large de-palletizing robots use state of the art vision technology and our proprietary end-of-armtools to pick up entire layers of product and transfer them to our“singulating”robots.Our singulating robots also

110、use vision technology and other proprietary end-of-arm tools to orient each individual case optimally for storageand handling in the systems buffering structure.The cases then enter the scan tunnel.Other Inbound:When unpalletized product reaches our system,the individual cases enter the scan tunnel

111、justlike palletized inbound product.Scan Tunnel:On the way to the buffering structure,each case proceeds through a short scan tunnel where we usevision technology and sensors to“digitize”the dimensions and attributes of each inbound case.Simultaneously,the system performs an integrity check of the c

112、ase to screen for damage.Case damage can compromise themovement of the goods through our system,and it may indicate damaged product inside the case.Any case thatour system determines is non-conforming or damaged is rejected by the system.An associate will either repair thecase before re-induction in

113、to the system or reject the damaged goods.7Buffering Structure:The buffering structure of our platform,where goods are placed,stored,and retrieved,iscomposed of a number of levels stacked on top of each other.Each level is approximately three feet tall,allowinga typical thirty-two-foot-tall warehous

114、e to have ten levels of storage for optimized space utilization.Eachindividual level has a transfer deck that spans the width of the structure and connects several dozen aisles thatextend horizontally at a 90-degree angle from the transfer deck.This gives us approximately 200,000 linear feet ofstora

115、ge in our average sized platform.The levels are connected vertically by a series of lifts.Lifts:Upon exit from the scan tunnel,the case moves to a collection of lifts that function like a bank of elevatorsin a building.Simultaneously,our A.I.-enabled software determines the optimal randomized locati

116、on in thestructure for storage of that case.When a case reaches the lift to which it is assigned,the lift extends its finger liftsystem and picks up the case.The lift then brings the case to the appropriate level in the structure and places itonto a buffer shelf where the case will be picked up by a

117、 Symbot.The Symbot will then bring the case to the aislestorage position for that level.Symbots:Symbots are our fully autonomous mobile goods handling robots.They are powered by rapid-chargingultracapacitors,so charging takes a matter of seconds as the Symbots drive over charge plates integrated int

118、o thefloor of the buffering structure.This eliminates the need for Symbots to come out of service for charging,allowingthem to operate all day for weeks at a time.If required,an individual Symbot can be removed from the system byremote instruction when it needs maintenance.Our Symbots are interchang

119、eable and hand off tasks to otherSymbots in a live operating system without productivity loss should a Symbot need maintenance.The Symbots lift each case from the bottom using fingers that extend under the case,rather than gripping and pulling,enabling case handling without the need to put them on t

120、rays.Trayless handling allows us to store cases randomly throughoutour storage structure within five millimeters of another case.The Symbot picks up a case from the lift and enters the transfer deck on its way to the appropriate aisle.The Symbots arerouted by our proprietary artificial intelligence

121、software to the aisle and location where a case is to be placed.Once in theappropriate aisle,the Symbot accelerates rapidly up to 25 mph towards the specific location where it has been instructed toplace the case.When the Symbot reaches the appropriate placement location it extends its finger lift s

122、ystem and places the case on theaisle position and is ready for its next task.In a typical size and configuration system,a Symbot can reach any location in ourstructure and return to our inbound or outbound cells in under four minutes.Retrieving a case is simply the reverse process of placing a case

123、.Outbound:Our outbound lifts retrieve cases delivered by Symbots and transfers them to the outbound level of thesystem.Our software utilizes the Symbots and lifts to sequence cases in an optimal order for outbound processing.A typical system creates what we call a“rainbow pallet”comprising a variety

124、 of different products and SKUs.Our system can also create a rainbow pallet based upon a customers store plan that contains products for aspecific store aisle,which can be delivered directly from a truck to the end of an aisle so that store employees canunpack the cases from the pallet and replenish

125、 shelves quickly and reduce store labor costs.Palletizing:Our system uses A.I.-based software that enables us to palletize cases using two robotic arms onopposite sides of a pallet.These two robotic arms work together placing a case onto a pallet in less than threeseconds.Our Competitive StrengthsOu

126、r people,technologies,and experience,underpinned by decades of leadership in supply chain operations andinnovation provide us with significant advantages over our competitors.Specifically,we benefit from the followingcompetitive advantages:Experienced,Founder-Led Leadership TeamSymbotic is a founder

127、-led company.Our Chairman,Chief Executive Officer and significant shareholder,Richard B.Cohen,started Symbotic in 2006,to develop advanced technologies to make the supply chain work better for everyone.Thisvision was inspired by Mr.Cohens experiences building C&S Wholesale Grocers.Mr.Cohen is an acc

128、omplished business builder,as evidenced by his helping lead sales growth at C&S WholesaleGrocers from$14 million in 1974 to$27 billion in 2018.Effectively running warehouse operations for the low margin8grocery industry,Mr.Cohen has been building,running,and innovating warehouses for two generations

129、.We believe ourfounders deep industry and operational expertise is a core competitive advantage for Symbotic.Mr.Cohen has built a team of experienced board members and executives with a diverse range of technology expertiseacquired at industry leading companies and institutions such as A,Fortna,Intu

130、it,Manhattan Associates,MIT,Netezza,RealPage,SoftBank,Staples,The Boeing Company,Tesla and Walmart.Unique Team CultureOur team has harnessed first principles thinking to help us understand complex systems like supply chains andautomation in simple,elemental ways.This approach unburdens our creativit

131、y from the constraints of legacy problemsolving.First principles thinking also leads us to constantly question our established approaches to problems,freeing us toinvent new technologies to improve the supply chain.Approximately half of the Symbotic team is composed of software,mechanical,electrical

132、,and systems engineers and scientists who have been conducting research and development focused onour core technology.As a result,we have developed or created a significant amount of intellectual property protecting ourcore technology,including a patent portfolio with over 575 patent filings.First M

133、over Advantage with Differentiated Platform ArchitectureWe believe we have developed highly unique platform architecture utilizing fully autonomous robots,at scale and in realworld supply chain applications.The advantages of this approach are so compelling,as quantifiably measured byperformance data

134、 in real world applications,that we believe our approach can become the de facto standard approach for howwarehouses operate.Superior System Return on InvestmentBecause of the quantifiable metrics related to our platform,our systems can provide our customers with a rapid recoveryof investment costs

135、and a compelling return on investment.Superior Product Throughput:The high density ofour platform,the optimized and randomized storageof our architecture,and the speed and agility of ourautonomous mobile robots minimizes movement toincrease throughput,enhancing SKU agility andreducing the number of

136、robots required to distributeproduct.High Density System&Storage:Partial palletsrepresent an increased level of on hand inventory andleave unused volume within the warehouse.Volumeadds expense because it has a storage cost and addsmovement distance that slows down the movementof goods through the su

137、pply chain.By managinggoods at the case and tote level,rather than at thepallet level,our systems remove unused space fromthe distribution center,store merchandise moredensely and increase the speed of productthroughput.No Compromise Retrofit:The modularity and scalability of our systems allows us t

138、o install our systems in existingwarehouse facilities while achieving full performance benefits.We are also able to install our systems in phases,allowing the warehouse facility to continue to operate while the transition to our system is underway.Finally,wecan easily reconfigure and expand our syst

139、ems to accommodate SKU proliferation as our customers needs andstrategies evolve.Inventory Reduction&SKU Agility:The accuracy,throughput speed,and density of our platform allow ourcustomers to achieve a higher level of availability and a wider range of SKU variety with less inventory.9Fulfillment Ac

140、curacy:Our digitization strategy,artificial intelligence enabled store/retrieve software and otherautomated systems contribute to the 99.9999%fulfillment accuracy of our platform.System Resilience:Our system-of-systems architecture philosophy eliminates single points of failure,enhancingsystem resil

141、iency.Utilizing a redundant array of autonomous robots,lifts and inbound and outbound palletizingsystems allows any part of our system to assume the task load of another system part,should any sub-system everfail.In addition,our hardware and software systems are engineered for rapid serviceability u

142、tilizing field-replaceablecomponents wherever possible.System Scalability:Our platform can be scaled to fit the needs of our customers and scale of their facilities.We arealso able to install our systems in phases,allowing the warehouse facility to continue to operate while the transitionto our syst

143、ems is underway.Finally,we can easily reconfigure and expand our systems to accommodate SKUproliferation as our customers needs and strategies evolve.Remaining Performance Obligations(“Backlog”)As of September 30,2023,Symbotic had approximately$23.3 billion of backlog of orders from its customers,of

144、 whichapproximately 8%is expected to be recognized as revenue in fiscal year 2024.The backlog is largely structured on a cost-plus fixed profit basis.This allows Symbotic to maintain its gross profittargets even in times of high inflation or supply chain related price increases.For example,in most c

145、ases rising integratedcircuit chip costs or increases in steel prices are passed on to the customer,preserving Symbotics gross profit.Our significant contracts do not contain termination for convenience clauses.Outside of insolvency,or specific change incontrol provisions,most of our backlog can onl

146、y be terminated if Symbotic does not deliver the systems ordered at theirdefined performance standards,which we believe to be unlikely.In addition,because our systems significantly reduce ourcustomers costs,contract termination by our customers would be costly and disruptive,enhancing our ability to

147、 retain ourcustomers.Backbone of CommerceOur expertise has been established at the front end of the supply chain because our systems“handshake”directly withproducers and manufacturers who are the first node in the supply chain.We describe our platform as the backbone ofcommerce,because with our opti

148、mized case handling capability,all downstream nodes in the supply chain benefit.Thismeans our systems have a strategic level impact for our customers and are mission critical for daily operations,that webelieve will result in high rates of customer retention.We are also prototyping a full-scale,indi

149、vidual unit handling application,that can be integrated into our case handlingplatform,and be installed in the distribution center.We believe this capability is unique and will drive stronger supply chainefficiency through reduced handling and the ability to buffer inventory at either the precise un

150、it,or case count.We believe our competitive positioning is highly differentiated because our upstream expertise facilitates our integrationwith other downstream applications,including our own in prototype development.Our systems reside upstream in the supplychain from systems for e-commerce fulfillm

151、ent centers.Our competitors have not established automated case level bufferinginfrastructure or distribution center expertise,making their upstream integration significantly more challenging than ourdownstream integration.Our Market OpportunityWe define our primary strategically addressed market as

152、 the total potential spend on our systems over the next 15 yearsfor U.S.warehouses in the general merchandise,ambient grocery,ambient food distribution,consumer packaged food,andapparel verticals.We estimate the size of our initial strategically addressed market to be$144 billion based on the number

153、 ofwarehouses in each of those verticals,our estimates of the percent of warehouses in each vertical that are addressable,and theexpected average price of our system and associated recurring revenue.We estimate that there is an additional$124 billion in market opportunity from our secondary vertical

154、s(non-foodconsumer packaged goods,home improvement,auto parts,third-party logistics,and refrigerated and frozen foods).Over time we plan to expand beyond our primary and secondary target verticals,into additional verticals such aspharmaceuticals and electronics.To capture the size of this broader ma

155、rket opportunity,we estimate the size of theseadditional verticals in the United States at an additional$53 billion(using the same methodology we use for our primary andsecondary verticals).10We also plan to expand to Canada and Europe,so we define our total addressable market as our total U.S.marke

156、topportunity of$321 billion plus our market opportunity in Canada and Europe,which we estimate to be an additional$111billion.This implies a total addressable market of$432 billion.To estimate our market opportunity in foreign countries,wecurrently exclude Asia,but for the remaining countries we ass

157、ume the number of warehouses in each country relative to thenumber of warehouses in the U.S.is proportionate to their relative GDPs.We then multiply the resulting number ofwarehouses by our estimate for the percent of those warehouses that are addressable and by our estimate for the average priceof

158、our system and associated recurring revenue outside the U.S.The GreenBox joint venture was established to serve the needs for outsourced case handling.Generally known as thirdparty logistics,our focus is on the Warehouse-as-a-Service(WaaS)market.The WaaS market has witnessed significantgrowth in rec

159、ent years,driven by the increasing demand for flexible and scalable warehousing solutions across variousindustries.As businesses focus on optimizing their supply chain operations,WaaS has emerged as a strategic alternative tocaptive warehouses,offering on-demand access to warehouse facilities,advanc

160、ed inventory management systems,andtechnology-driven logistics solutions that benefit from automation and artificial intelligence.Our analysis of the WaaSmarket highlights the potential for sustained growth,underpinned by the rise of globalization,outsourcing,e-commerce,andthe evolving preferences o

161、f businesses seeking cost-effective and agile warehousing solutions.Our Growth StrategyThe key elements of our strategy for growth include the following:Further penetrate existing customers operations:Our existing customers are large companies,many of whichhave thousands of stores and hundreds of wa

162、rehouses and distribution centers.Under our current contracts withthese customers,we are fully converting a portion of these customers distribution centers in the United States.Wefully expect that the value these customers receive in the contracted distribution centers will translate to winning full

163、deployments at the remainder of their distribution centers and therefore,we expect to grow our market share.Win additional customers in existing verticals:Given the size of our primary serviceable addressable marketrelative to the size of our current customer base,there is significant room for us to

164、 expand within existing verticals.We have numerous other potential customers in various stages of the sales cycle and expect to win new customers inour existing verticals.Expand into new verticals:We believe that every vertical that involves the physical distribution of goods through adistribution c

165、enter is a potential customer.We currently have the intention and technological capability to expand tothe non-food consumer packaged goods,auto parts,and third-party logistics verticals.Additionally,as we build outour refrigerated and frozen capabilities,we intend to expand to the refrigerated and

166、frozen food verticals.Expand product offerings:We intend to expand our product suite to increase our potential value to existingcustomers and to attract new customers.For example,by building out our integrated item handling application,wecan help our existing customers manage an increasing variety o

167、f SKUs and optimize their e-commerce operations.We can also increase our appeal to pure-play e-commerce retailers.Because our Symbotic platform is designed tointegrate such third-party applications,we also are exploring opportunities to expand our product suite throughpartnerships,investments in com

168、panies,and acquisitions.Finally,we are exploring new business models,specifically by adding reverse logistics and warehousing-as-a-service offerings.These future anticipated productsare not included in our current support and maintenance arrangements.Geographic Expansion:Working with our existing cu

169、stomers and by adding new customers,we intend to expandour operations beyond the United States and Canada.We are currently evaluating opportunities in Europe,LatinAmerica,and the Middle East.WaaS:We have started to address the WaaS market and intend to address the WaaS market through our GreenBoxjoi

170、nt venture,which we believe is positioned to leverage our expertise and the technology of the Symbotic system,tocapture opportunities,meet evolving customer needs,and drive sustainable value for our shareholders.CompetitionMost of our target market currently relies on conventional manual and semi-me

171、chanized systems that are labor intensive.There are several point solutions available in the market that automate certain components of the warehouse or distributioncenter,but few offer end-to-end systems.Those that do typically require a significant greenfield real estate investment.11Some point so

172、lutions such as specific goods-to-people robotics or pick and pack robotic arm solutions address onlyspecific supply chain functions but do not maximize the efficiency of the supply chain as a whole.These solutions also mustbe integrated with other disparate technologies,which often comes at signifi

173、cant cost and time and adds latency to operations.Those companies that do offer end-to-end systems,most notably Witron,Honeywell,Dematic,Vanderlande,SSISchaefer and Swisslog,have systems that are composed of a disparate set of mechanically complex point solutions,withnumerous single points of failur

174、e.These systems are challenging to implement and expensive to adapt to changing customerneeds and SKU variation.Even these end-to-end mechanical systems require significant manual labor.They are frequentlybased on pallet and partial pallet storage techniques,requiring additional inventory and wareho

175、use space.There are also systems such as Amazon Kiva,Exotec,Ocado,and AutoStore that focus exclusively on individual orderfulfillment.We do not consider these to be direct competitors at present because we are focused initially on fulfillment tophysical stores;however,they will potentially become pa

176、rtners or competitors as we expand into e-commerce,or if theyexpand to brick-and-mortar retail.Today,however,these four companies focus primarily on e-commerce,lack case pickingtechnology,and therefore cannot support large retailers with both online and offline operations.CustomersCustomer BaseWe ha

177、ve a strong blue chip customer base that includes some of the worlds largest retailers and wholesale grocers,including Walmart,Albertsons,AFS,our affiliate,C&S Wholesale Grocers,Giant Tiger,GreenBox,Target,and UNFI.WalmartWe have worked with Walmart since 2015 and entered into the initial Walmart MA

178、A in 2017 and restated and amendedthat agreement in January 2019.On April 30,2021,we amended the Walmart MAA to expand our commercial relationshipwith Walmart and the scope of the Walmart MAA to the implementation of systems,which for purposes of the WalmartMAA are apportioned into 80“modules,”acros

179、s 25 of Walmarts 42 regional distribution centers.On May 20,2022,weagain amended and restated the Walmart MAA to further expand our commercial relationship with Walmart and the scope ofthe Walmart MAA to the implementation of 188 modules,20 of which are contingent on the satisfaction of certain cond

180、itionsdescribed in the Walmart MAA,across all of Walmarts 42 regional distribution centers.The amendment and restatementadded approximately an additional$6.1 billion to our backlog.The implementation of the modules under the Walmart MAA began in 2021 and will continue based upon an agreed-upon timel

181、ine,subject to limited adjustment,with the implementation of all modules to begin by the end of 2028.For eachmodule,Walmart pays us:the cost of implementation,including the cost of material and labor,plus a specified net profit amount;for software maintenance and support for a minimum of 15 years fo

182、llowing preliminary acceptance of the moduleand with annual renewals thereafter;andfor spare parts.Walmart also pays us for operation services for modules installed in the first four buildings for an operation serviceperiod for each module that ends on the third anniversary of preliminary acceptance

183、 of the final module installed in abuilding.The initial term of the Walmart MAA expires on May 20,2034 with annual renewals of the term thereafter.At any time,either party may terminate the Walmart MAA in the event of insolvency of the other party or a material breach of the otherparty that has not

184、been cured.Walmart may also terminate the Walmart MAA at any time if we fail to meet certainperformance standards or undergo certain change of control transactions.Pursuant to the Walmart MAA,we must provide Walmart notice in certain circumstances,including if we exploretransactions other than the B

185、usiness Combination that would reasonably be expected to result in a change of control or sale of25%or more of the voting power of Symbotic.Such transactions are prohibited for specified time periods following suchnotice,and we must allow Walmart to participate on terms and conditions substantially

186、similar to those of other third-partyparticipants.We have also agreed to certain restrictions on our ability to sell or license our products and services to aspecified company or its subsidiaries,affiliates or dedicated service providers.On December 12,2021,we entered into an Investment and Subscrip

187、tion Agreement(the“Investment and SubscriptionAgreement”)with Walmart.Pursuant to such agreement,in connection with the amendment and restatement of the Walmart12MAA on May 20,2022,Walmart exercised a warrant to purchase 267,281 units of Warehouse,or 3.7%of the totaloutstanding units of Warehouse as

188、 calculated following the exercise of the warrant and issuance of units thereunder,at anaggregate purchase price of$103,980,327.We also issued Walmart a new warrant to purchase 258,972 units of Warehouse,or 3.5%of the total outstanding units of Warehouse as calculated on a pro forma basis at the tim

189、e of the issuance of thewarrant,subject to customary adjustments,at an exercise price of$614.34 per unit,which is the estimated value of a unit ofWarehouse on the date of the Merger Agreement based on the Exchange Ratio assuming one share of Class A CommonStock is$10.00.Pursuant to the Investment an

190、d Subscription Agreement and as a result of the warrant exercise,Walmart has the right todesignate a Walmart employee of a certain seniority level to attend all meetings of the Board in a nonvoting observercapacity,except in certain circumstances,including where such observers attendance may be inco

191、nsistent with the directorsfiduciary duties to the Company or where such meetings may involve attorney-client privileged information,a conflict ofinterest between the Company and Walmart or information that the Company determines is competitively or commerciallysensitive.Additionally,pursuant to the

192、 Investment and Subscription Agreement and subject to certain exceptions describedtherein,Walmart is subject to a standstill agreement that limits Walmarts ability to pursue certain transactions with respect toWarehouse and the Company until the earlier of(i)December 12,2025 and(ii)the later of(a)th

193、e date on which Walmartowns less than 5%of the fully diluted equity interests of Warehouse or,after the closing of the Business Combination(the“Closing”),the Company and(b)the date that is six months after Walmart no longer has the board observer rights describedabove.GreenBoxOn July 21,2023,in conj

194、unction with entities related to the SoftBank Group,we established GreenBox Systems LLC,astrategic joint venture to build and automate supply chain networks globally by operating and financing Symbotics advancedA.I.and automation technology for the warehouse.Symbotic and the SoftBank Group own 35%an

195、d 65%of GreenBoxrespectively.On July 23,2023,we entered into a commercial agreement with GreenBox that sets forth the terms,conditions,rightsand obligations governing the design,installation,implementation and operation of Symbotic systems by Symbotic forGreenBox.On the terms and subject to the cond

196、itions set forth therein,the commercial agreement provides for a commitmentfrom GreenBox to expend at least$7.5 billion in the aggregate to purchase Symbotic systems over a six-year period pursuantto an agreed-upon timeline with implementation of Symbotic systems expected to begin in fiscal year 202

197、4.For eachSymbotic system,GreenBox will pay to Symbotic:(i)the cost of implementation,including the cost of material and labor,plus a specified net profit amount;(ii)for software maintenance and support;and(iii)for spare parts and other miscellaneousexpenses.The initial term of the commercial agreem

198、ent with GreenBox expires on July 23,2027,subject to a two-yearextension by GreenBox if,at the end of the initial term,project SOWs(as defined in the commercial agreement)have notbeen executed with respect to Symbotic systems with an aggregate purchase price of GreenBoxs purchase commitment.Atany ti

199、me,either party may terminate the commercial agreement in the event of insolvency of the other party or a materialbreach of the other party that has not been cured.ProductsOur system is typically sold in three parts:the initial system sale,software maintenance and support services,andoperation servi

200、ces.The Symbotic system is a modular,highly configurable capital asset purchase that we sell to our customerin the year of deployment.Then over the remaining system life,which is typically 25-30 years,we charge a softwaremaintenance fee.Finally,we provide training and system operation until the cust

201、omer assumes operational duties.Our typicaldeployment model is to build and install the system,operate the system for a limited time,and then transfer daily operation tothe customer.Omni-Channel ApplicationWe are currently prototyping,in one of our customers operating distribution centers,an applica

202、tion that integrates anadditional function for the Symbotic platform,called Omni-Channel.This application atomizes cases to the item level andhandles totes filled with multiple items just like we handle native cases.This novel application creates an environment inwhich both cases and toted items can

203、 be handled and shipped from a single platform.We believe this provides a significantstep forward in our ability to provide an integrated omni-channel platform.13System deploymentsSymbotic is an end-to-end automated system for product distribution at the heart of the supply chain.We have spent 15yea

204、rs working at the confluence of product manufacturing and retail distribution to produce a fully automated system thatallows more efficient handling,storage,selection,and transportation of goods once they are placed into the supply chain bymanufacturers.We have accomplished this by combining“smart”s

205、oftware with“smart”hardware such as our autonomousmobile robots.The power of our system is that the components of the platform and applications work together in one system-of-systems to provide the results our customers experience.TechnologiesOur technologies fall into two categories:(1)platform and

206、 applications software;and(2)hardware,which includesfirmware related to the operation of that hardware.SoftwareA.I.Enabled Software:Our systems utilize artificial intelligence technologies in a variety of ways to dynamicallyachieve optimal performance and improve over time.For example,our platform c

207、an independently determine thebest locations to buffer inventory in the structure to improve outbound efficiency.In addition,the software enablesour autonomous robots to independently place and retrieve various sizes of packages with different packagematerial,make corrections to account for product

208、movement,and efficiently navigate through our platform tocomplete the systems objectives in the shortest amount of time and at the lowest cost.Our software alsodynamically responds to changes in inventory availability to fulfill customer orders on time.By using machine learning and A.I.tools to proc

209、ess all the data our system is generating,our system is improved bythe tasks it performs.This helps us to develop algorithmic innovations that further improve system performance overtime.System Manager:The System Manager module of our software stack balances work across the inbound andoutbound cells

210、 of our platform.It does this by managing inbound inventory and inventory levels in the bufferingstructure against fulfillment orders,optimized to fulfillment gate times.The System Manager module also createsthe pallet build plan based on a variety of factors including the aforementioned inventory l

211、evels,but also store andaisle specific plan-o-grams,pallet structure,and even more granular criteria such as isolating hazardous productsthat require special handling.Storage&Retrieval Engine:Our Storage and Retrieval Engine coordinates the mechanical components(or assets)within our platform such as

212、 our autonomous robots,buffer shelves,and lifts.It also determines,orders,and assignsall the tasks to be performed by the system.Finally,the engine manages the safety systems within the platform bymonitoring physical access and related zonal lockouts.The engine builds a put-away task list as goods a

213、re received that is based on a put-away optimization whichdetermines the best placement of goods within the buffering structure.Simultaneously,the engine builds a retrievaltask list based on fulfillment requests.Next,the location and status of every platform asset and every case of goods is evaluate

214、d,and mobile robot routesare assigned to optimally perform all the put-away and retrieval tasks.Since the flow of goods through our platform is highly dynamic and related parameters are constantly changing,theengine reoptimizes every task that needs to be completed multiple times per second.The re-o

215、ptimization is based onthe supply of goods on hand,the location of those goods,and the assets available within the buffering structure.Tasks may then be reassigned,and the routes of the mobile robot recomputed.Real-Time Data Analytics Software:Our proprietary software aggregates and synthesizes syst

216、em data to providereal-time analytics and actionable insights regarding inventory levels,system throughput,accuracy,andperformance.We also collect and analyze real-time data on various systems throughout the platform to evaluatesystem health,predict maintenance needs,and as a result maintain a high

217、level of system performance.HardwareIntelligent Autonomous Mobile Robots:Our intelligent,autonomous mobile robots utilize a suite of sensors tohandle cases and locate,retrieve,and transport approximately 80%of the SKUs in our customers facilities at speedsof up to 25 mph(10 times faster than the ave

218、rage human)with 99.9999%accuracy.Our newest version of these14robots uses vision technology in addition to our autonomous routing algorithms(described above)to achieveoptimal speed,safety,and routing.A.I.-Powered De-Palletizing Robotic Systems:Our proprietary de-palletizing robotic end of arm tools,

219、coupledwith our A.I.and state-of-the-art vision enhanced robotic arms de-palletize up to 1,800 cases and 200 SKU layersper hour.In the de-palletization process,we scan each case to create a digital model of every case,including,amongother things,its size,stability,and density that enables our A.I.so

220、ftware to optimize storage,retrieval and palletizingfor distribution to stores based upon an individual cases characteristics.Our software also analyzes the structuralintegrity of a case during the de-palletization process to understand whether it needs to be rejected or repaired ratherthan inducted

221、 into the system to improve system performance and optimize inventory in the system.A.I.-Powered Palletizing Robotic Systems:Using proprietary A.I.-powered software,state-of-the-art visionenhanced palletizing robotic arms and our patented end of arm tools we combine multiple SKUs into aisle-readypal

222、lets that significantly reduce in-store labor costs for our brick-and-mortar customers while maximizing palletcapacity and throughput.Our palletizing robotic application uses two robots simultaneously to palletize productrapidly and efficiently.Research and DevelopmentOur technology is underpinned b

223、y over$800 million invested in developing the Symbotic platform,and is protected inpart by over 575 issued and/or pending patents.Our engineers have extensive robotics and software experience and have beenworking on our product portfolio for over 15 years.We conduct our research and development in o

224、ur headquarters,based inWilmington,Massachusetts as well as at our Canadian headquarters in Montreal,Quebec.Our research and development activities currently include programs in the following areas:Expand the capabilities and improve our technology:We aim to continuously advance our hardware andsoft

225、ware development to offer better solutions to our customers that benefit their needs.Specifically,we intend tocontinue innovating our robust A.I.-enabled robots alongside our proprietary software to continue to help ourcustomers optimize operational efficiency.Expand system offerings:As our existing

226、 customers needs shift and expand,we will innovate,evolve and beflexible.We will continue to innovate our existing systems as well as introduce new offerings in specific areas forwhich we do not have a solution,such as tailoring our platform to handle non-ambient foods.This will not onlyallow us to

227、deepen our penetration within existing customers,but also grow our customer base in adjacentapplications.Sales and MarketingWe go to market via a direct sales model.Given the size,complexity and value of our technology system,our sales todate have come from long-term discussions between our manageme

228、nt team and senior-level executives with our currentcustomers.We intend to accelerate our sales cycle as we begin to expand our marketing efforts and transition from a smallnumber of very large transactions to more widespread adoption of our technology systems.Manufacturing and SuppliersWe operate a

229、 repair/service facility center with engineering support located in Wilmington,Massachusetts,withadditional engineering support located in Montreal,Quebec.Our Wilmington facility services previously built autonomousmobile robots for warranty and field repair returns.Our facility in Montreal conducts

230、 testing and engineering developmentalwork on de-palletizing and palletizing robotic cells.Each facility is staffed with a mix of permanent and temporaryemployees to manage peak workload and can operate two shifts when needed.We have transitioned to third party contractmanufacturers to efficiently s

231、cale production capabilities,optimizing resources and foster agility in meeting growing marketdemand.We also purchase lifts,fixed place robots,conveyors,and steel racking equipment from a wide range of vendors tocomplete our systems.15Intellectual PropertyOur ability to drive innovation in the robot

232、ics and A.I.automation markets depends in part upon our ability to protect ourcore technology and the intellectual property therein and thereto.We seek to protect our intellectual property rights in ourcore technology through a combination of patents,trademarks,copyrights,and trade secrets.This incl

233、udes the use of non-disclosure and invention assignment agreements with our contractors and employees and the use of non-disclosureagreements with our customers,vendors,and business partners.Unpatented research,development,know-how and engineering skills make an important contribution to our busines

234、s andcore technology,but we pursue patent protection when we believe it is possible and consistent with our overall strategy forsafeguarding our intellectual property.As of September 30,2023,we had over 375 issued patents in 10 countries and over190 additional patents pending worldwide.Our issued pa

235、tents are scheduled to expire between August 2024 and February2042.Employees and Human Capital ResourcesOur employees are critical to our success.As of September 30,2023,we had approximately 1,300 full-time employees,including approximately 1,160 based in the United States.Approximately 50%of our em

236、ployees are based out of our officesin Wilmington,Massachusetts and Montreal,Quebec.The remainder of our employees install,commission,operate ormaintain our systems at customers facilities.We also engage consultants and contractors to supplement our permanentworkforce on an as needed basis.A signifi

237、cant proportion of our employees are engaged in engineering,research and development,and related functions.We have been investing in our people for over a decade and our team possesses decades of combined technical andengineering experience,with a majority of our full-time employees holding technica

238、l degrees and a substantial portion of ourtotal employee base holding advanced degrees,including numerous PhDs in engineering or related fields.We consider our relationship with our employees to be in good standing and have not experienced any work stoppages.None of our employees are subject to a co

239、llective bargaining agreement or represented by a labor union.Our human capital resources objectives include,as applicable,identifying,recruiting,retaining,incentivizing,andintegrating our existing and new employees.The principal purposes of our incentive plans are to attract,retain and motivatesele

240、cted employees and consultants through cash and stock performance rewards and other benefits.Diversity,Equity and InclusionAs a leader in warehouse automation,we are dedicated to building a vibrant and diverse robotics organization globally.By fostering a culture of Diversity,Equity and Inclusion,we

241、 strive for a workplace that celebrates the uniqueness of eachemployee and embraces diversity to enable innovation as we reimagine the supply chain industry.Talent AttractionOur ability to attract and retain key talent is crucial to the success of our business.We invest in talent acquisitioninitiati

242、ves to have the right people in key positions.Our workforce strategy includes recruiting top talent,building a talentpipeline through university partnerships,providing ongoing training and development opportunities,and fostering aworkplace culture that promotes innovation and collaboration.In the co

243、ming years,we anticipate continued competition forskilled professionals in our industry,and our talent acquisition strategy will focus on building our reputation as a destinationfor top talent and recruiting individuals with expertise in robotics and industrial automation.Talent ManagementThe engage

244、ment,retention and development of employees is critical to meet our priorities and deliver braggingly happycustomers.All levels of our management are engaged in talent management practices.Our board of directors discusses keytalent strategy in each regular board meeting,including periodic detailed d

245、iscussions of our global leadership talent,with afocus on key positions at the executive leader level.We recognize that investing in strong talent management practices drives business performance,customer satisfaction,and employee engagement.Therefore,our talent interventions utilize various tools s

246、uch as an annual performancemanagement process,individual development interventions to facilitate a specific individuals career growth,anddevelopment programs and learning plans to meet each employee where they are in their career.High-potential leaders aregiven exposure and visibility to members of

247、 our board of directors through formal project assignments and board16presentations.We provide opportunities for growth through formal and informal development programs that include training,coaching,networking,skills development,and on the job experience.In our fiscal year 2023,we transitioned our

248、SymboticUniversity learning management system to a more integrated,digitally enabled offering to support our employees infurthering their skills,career growth and personal aspirations.Competitive Pay and BenefitsAt Symbotic,we have designed our compensation plans to attract and retain the best talen

249、t in the industry.Our goal is todrive employee performance by aligning incentive pay with short and long-term company results.Our employee benefitprograms are comprehensive and competitive,and we continuously evaluate them to ensure that they are competitive andeffective.Government RegulationsCompli

250、ance with various governmental regulations has an impact on our business,including our capital expenditures,earnings and competitive position,which can be material.We incur costs to monitor and take actions to comply withgovernmental regulations that are applicable to our business,which include,amon

251、g others,laws,regulations and permittingrequirements of federal,state and local authorities,including related to environmental,health and safety,anti-corruption andexport controls.Environmental MattersWe are subject to domestic and foreign environmental laws and regulations governing our operations,

252、including,but notlimited to,emissions into the air and water and the use,handling,disposal and remediation of hazardous substances.A certainrisk of environmental liability is inherent in our production activities,operation of our systems and the disposal of oursystems.These laws and regulations gove

253、rn,among other things,the generation,use,storage,registration,handling anddisposal of chemicals and waste materials,the presence of specified substances in electrical products,the emission anddischarge of hazardous materials into the ground,air or water,the cleanup of contaminated sites,including an

254、y contaminationthat results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safetyof our employees.Export and Trade MattersWe are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction ove

255、rour operations,including the U.S.Foreign Corrupt Practices Act,as well as the laws of the countries where we do business.We are also subject to various trade restrictions,including trade and economic sanctions and export controls,imposed bygovernments around the world with jurisdiction over our ope

256、rations.For example,in accordance with trade sanctionsadministered by the U.S.Department of Treasurys Office of Foreign Assets Control and export controls administered by theU.S.Department of Commerce,we are prohibited from engaging in transactions involving certain persons and certaindesignated cou

257、ntries or territories,including Cuba,Iran,Syria,North Korea and the Crimea Region of Ukraine.In addition,our systems may be subject to export regulations that can involve significant compliance time and may add additionaloverhead cost to our systems.In recent years the United States government has a

258、 renewed focus on export matters.Forexample,the Export Control Reform Act of 2018 and regulatory guidance thereunder have imposed additional controls andmay result in the imposition of further additional controls,on the export of certain“emerging and foundational technologies.”Our current and future

259、 systems may be subject to these heightened regulations,which could increase our compliance costs.See“Risk FactorsOther RisksWe are subject to U.S.and foreign anti-corruption and anti-money laundering lawsand regulations and could face criminal liability and other serious consequences for violations

260、,which could adversely affectour business,financial condition and results of operations”for additional information about the anti-corruption and anti-money laundering laws that may affect our business.Available InformationOur internet address is .Our website and the information contained therein or

261、linked thereto are notpart of this Annual Report.We make available free of charge through our internet website our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,proxy statements,registration statements and amendments tothose reports filed or furnished pursuan

262、t to the Exchange Act as soon as reasonably practicable after we electronically filesuch material with,or furnish them to the SEC.The SEC maintains a website that contains reports,proxy statements and17other information regarding issuers that file electronically with the SEC.These materials may be o

263、btained electronically byaccessing the SECs website at www.sec.gov.Item 1A.Risk FactorsIn evaluating our Company and our business,you should carefully consider the risks and uncertainties described below,together with the other information in this Annual Report on Form 10-K,including our consolidate

264、d financial statements andthe related notes and in the section titled“Managements Discussion and Analysis of Financial Condition and Results ofOperations.”The occurrence of one or more of the events or circumstances described in these risk factors,alone or incombination with other events or circumst

265、ances,may have a material adverse effect on our business,reputation,revenue,financial condition,results of operations and future prospects,in which case the market price of our Class A common stockcould decline,and you could lose part or all of your investment.The material and other risks and uncert

266、ainties describedbelow and elsewhere in this Annual Report on Form 10-K are not intended to be exhaustive and are not the only ones weface.Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair ourbusiness operations.Risk Factor SummaryRisks

267、 related to Symbotics business,operations and industry,including that:Symbotic is an early-stage company with a limited operating history.Symbotic has not been profitablehistorically and may not achieve or maintain profitability in the near term or at all,and it is difficult toevaluate Symbotics fut

268、ure prospects and the risks and challenges it may encounter.Symbotic depends heavily on principal customers,and therefore,its success is heavily dependent on itsprincipal customers ability to grow their businesses and their adoption of Symbotics warehouseautomation systems.Symbotics operating result

269、s and financial condition may fluctuate from period to period,which couldmake its future operating results difficult to predict or cause its operating results to fall below analysts andinvestors expectations.C&S Wholesale Grocers,an important customer of Symbotic,is an affiliate of Symbotic.DespiteS

270、ymbotics affiliation with C&S Wholesale Grocers,there is no guarantee that it will continue to be acustomer beyond the term of its current contracts with Symbotic.Symbotic may fail to realize anticipated benefits of the GreenBox joint venture,or it may disruptSymbotics ongoing operations or result i

271、n operating difficulties,liabilities and expenses,harm its business,and negatively impact its results of operations.Symbotic will need to develop complex software and technology systems,both in-house and incoordination with vendors and suppliers,for it to successfully produce and integrate its wareh

272、ouseautomation systems with its customers existing warehouses,and there can be no assurance that suchsystems will be successfully developed.Symbotic depends upon key employees and other highly qualified personnel,and will need to hire and trainadditional personnel.Symbotics new warehouse automation

273、systems,software,services and products may not be successful ormeet existing or future requirements in supply agreements with existing or future customers,and may beaffected from time to time by design and manufacturing defects that could adversely affect its business,financial condition and results

274、 of operations and result in harm to its reputation.Symbotic relies on suppliers to provide equipment,components and services.Any disruption to thesuppliers operations could adversely affect Symbotics business,financial condition and results ofoperations.The markets in which Symbotic participates co

275、uld become more competitive and many companies maytarget the markets in which Symbotic does business.Additionally,Symbotics customers and potentialcustomers may develop in-house solutions that compete with its warehouse automation systems.IfSymbotic is unable to compete effectively with these potent

276、ial competitors and developments,its sales andprofitability could be adversely affected.18If Symbotic is unable to develop new solutions,adapt to technological change,evolving industry standardsand changing business needs or preferences,sell its software,services and products into new markets orfurt

277、her penetrate its existing markets,its revenue may not grow as expected.Laws and regulations governing the robotics and warehouse automation industries are still developing andmay restrict Symbotics business or increase the costs of its solutions,making Symbotics solutions lesscompetitive or adverse

278、ly affecting its revenue growth.Supply chain interruptions may increase Symbotics costs or reduce its revenue.Risks related to intellectual property,including that:Symbotic may need to bring or defend itself against patent,copyright,trademark,trade secret or otherintellectual property infringement o

279、r misappropriation claims,which may adversely affect its business,financial condition and results of operations by limiting its ability to use technology or intellectual propertyand causing it to incur substantial costs.Symbotics business,financial condition and results of operations may be adversel

280、y affected and the valueof its brand,products and other intangible assets may be diminished if it is unable to maintain and protectits IP from unauthorized use,infringement or misappropriation by third parties.Risks related to cybersecurity,software deficiencies,service interruptions and data privac

281、y,including that:Symbotic has experienced cybersecurity incidents in the past and may experience further cybersecurityincidents or security breaches of its systems or IT(including third-party systems or IT that Symbotic relieson to operate its business)in the future,which may result in system disrup

282、tions,shutdowns or unauthorizedaccess to or disclosure of confidential or personal information.Symbotics ability to efficiently manage and expand its business depends significantly on the reliability,capacity and protection of its systems and IT(including third-party systems or IT that Symbotic reli

283、es on tooperate its business).Real or perceived errors,failures,bugs,defects or security breaches or interruptionsof these systems and IT could disrupt its operations,lead to loss of proprietary information,damage itsrelationships with customers or its vendors,result in regulatory investigations and

284、 penalties,lead to liabilityand litigation,negatively impact its reputation and otherwise adversely affect its business,financialcondition and results of operations.Other risks,including that:As a private company,Symbotic was not required to document and test,management was not required tocertify,an

285、d its auditors were not required to opine on,the effectiveness of its internal controls overfinancial reporting.Failure to maintain adequate financial,IT and management processes and controlscould result in material weaknesses and errors in Symbotics financial reporting,which could adverselyaffect i

286、ts business,financial condition and results of operations.Moreover,there are inherent limitations inall control systems,and misstatements due to error or fraud that could seriously harm its business mayoccur and not be detected.The dual class structure of the Companys common stock has the effect of

287、concentrating voting controlwith Richard B.Cohen(the“Symbotic Founder”),certain family members of the Symbotic Founder andcertain affiliated entities and trusts of the Symbotic Founder and his family members;this will limit orpreclude your ability to influence corporate matters.Symbotic shares certa

288、in key executives with C&S Wholesale Grocers,which means those executives willnot devote their full time and attention to the Companys affairs,and the overlap may give rise to conflicts.Risks Related to Our Business,Operations and IndustryUnless the context otherwise requires,all references in this“

289、Risk FactorsRisks Related to Our Business and Industry”section to“we,”“us”and“our”refer to Symbotic as it currently exists following the consummation of the BusinessCombination and to Warehouse as it existed prior to the consummation of the Business Combination.19We are an early-stage company with a

290、 limited operating history and a history of losses.We have not been profitablehistorically and may not achieve or maintain profitability in the near term or at all,and it is difficult to evaluate our futureprospects and the risks and challenges we may encounter.We face significant risks and difficul

291、ties as an early-stage company and have a limited operating history upon which toevaluate the viability and sustainability of our technology,systems and processes,which increases the risk to yourinvestment.In addition,we have an accumulated deficit of$1,310.4 million as of September 30,2023 and$1,28

292、6.6 million asof September 24,2022 and have incurred recurring net losses since inception,including net losses of$207.9 million and$139.1 million,respectively,for the years ended September 30,2023 and September 24,2022.We could continue to incuroperating losses in the near term as we continue to inv

293、est significantly in our business to position us for future growth,including expending substantial financial and other resources on:product development,including investments in our product development team and the development of new productsand new functionality for our warehouse automation systems,

294、as well as investments in further optimizing ourexisting warehouse automation systems and robotics technology,software,products and infrastructure;our technology infrastructure,including systems architecture,scalability,availability,performance and security;acquisitions and strategic transactions;ou

295、r international operations and anticipated international expansion;andgeneral administration,including increased legal,compliance and accounting expenses associated with being apublic company.These efforts may be costlier than we expect,and our revenue may not grow at a rate to offset these expenses

296、.We maymake investments that do not generate optimal short-or medium-term financial results and may even incur increasedoperating losses in the short or medium term with no assurance that we will eventually achieve the intended long-termbenefits or profitability.Our investments in our technology,pro

297、ducts and services may not be successful on the timeline we anticipate or at all,and may not result in increased revenue growth.Additionally,we have encountered,and may in the future encounter,risksand uncertainties frequently experienced by growing companies in rapidly changing industries,such as u

298、nforeseen operatingexpenses,difficulties,complications,delays and other known or unknown factors that may result in losses in future periods.If our revenue growth does not meet our expectations in future periods,or we are unable to maintain or increase our revenueat a rate sufficient to offset the e

299、xpected increase in our costs,our business,financial position and results of operations will beharmed,and we may not be able to achieve or maintain profitability over the long term.As our businesses expand,our historical results may not be indicative of our future performance and you should consider

300、our future prospects in light of the risks and uncertainties of early-stage companies operating in fast evolving high-techindustries in emerging markets.As a result,it is difficult to predict our future revenue or appropriately budget for our expenses.In the event that actualresults differ from our

301、estimates or we adjust our estimates in future periods,our operating results and financial positioncould be materially affected.The projected financial information appearing elsewhere in this Annual Report on Form 10-Khas been prepared by our management and reflects current estimates of future perfo

302、rmance.The projected results depend onthe successful implementation of our managements growth strategies and are based on assumptions and events over whichwe have only partial or no control.Important factors that may affect actual results and cause the results reflected in theprojected financial inf

303、ormation not to be achieved include,among other things,risks and uncertainties relating to Symboticsbusiness,industry performance,the regulatory environment,and general business and economic conditions.The prospectivefinancial information also reflects assumptions as to certain business decisions th

304、at are subject to change.We depend heavily on principal customers,and therefore,our success is heavily dependent on our principal customersability to grow their businesses and their adoption of our warehouse automation systems.Walmart,our largest customer,accounted for approximately 88%of our total

305、revenue in the fiscal year ended September30,2023 and for a significant portion of our$23.3 billion backlog(as defined herein)as of September 30,2023.We haveworked with Walmart since 2015 and entered into a Master Automation Agreement with Walmart in 2017 to implementsystems in 25 of Walmarts 42 reg

306、ional distribution centers.We amended and restated the Master Automation Agreement onMay 20,2022(as it may be amended and/or restated from time to time,the“Walmart MAA”)to implement systems in all ofWalmarts 42 regional distribution centers,adding approximately an additional$6.1 billion to our backl

307、og.Pursuant to such20agreement,we have agreed to certain restrictions on our ability to sell or license our products and services to a specifiedcompany or its subsidiaries,affiliates or dedicated service providers.Walmart also has certain board observation rightsfollowing the Business Combination.Th

308、us,our ability to maintain a close,mutually beneficial relationship with Walmart isan important element in our continued growth.The loss or cancellation of business from Walmart,including our failure to properly implement or optimize ourwarehouse automation systems in Walmarts distribution centers,o

309、r our failure to comply with the terms of the WalmartMAA,could materially and adversely affect our business,financial condition or results of operations.Similarly,if Walmart isnot able to grow its business or its business declines,including as a result of a reduction in the level of discretionary sp

310、endingby its customers or competition from other retailers,our business,financial condition or results of operations may bematerially and adversely affected.In addition to our dependence on Walmart,we are also dependent upon sales to Albertsons,AFS,C&S WholesaleGrocers,Inc.(“C&S Wholesale Grocers”),

311、with which we are affiliated,Giant Tiger,GreenBox,Target,and UNFI.Net salesto these customers accounted for approximately 12%of our total revenue in the fiscal year ended September 30,2023.It isnot possible for us to predict the level of demand that will be generated by any of these customers in the

312、 future.In addition,revenue from these larger customers may fluctuate from time to time based on these customers business needs and customerexperience,the timing of which may be affected by market conditions or other factors outside of our control.To the extentthat one or more customers in this grou

313、p decide not to implement our warehouse automation systems in their distributioncenters or decide to retain manual solutions or adopt single point automated solutions for their distribution centers,ourbusiness,financial condition or results of operations may be materially and adversely affected.C&S

314、Wholesale Grocers,an important customer,is an affiliate of Symbotic.Despite our affiliation with C&S WholesaleGrocers,there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us.Our Chairman and Chief Executive Officer,Richard B.Cohen,also serves as

315、the Executive Chairman of C&SWholesale Grocers.Additionally,Mr.Cohen and trusts for the benefit of his family are the only beneficial stockholders ofC&S Wholesale Grocers.As a result,C&S Wholesale Grocers can be considered an affiliate of Symbotic.C&S Wholesale Grocers is also an important customer

316、that has implemented production Symbotic systems as well asproof of concept and test systems in its facilities.All Symbotic systems purchased under our existing contracts with C&SWholesale Grocers have been delivered,though we have ongoing software license and maintenance obligations under ourcontra

317、cts with C&S through September 2029.Despite our affiliation with C&S Wholesale Grocers,there is no guarantee thatit will continue to be a customer beyond the term of its current contracts with us.To the extent C&S Wholesale Grocersdecides not to renew its current contracts with us or to implement ad

318、ditional Symbotic warehouse automation systems in theirdistribution centers,our business,financial condition or results of operations may be materially and adversely affected.We may fail to realize anticipated benefits of the GreenBox joint venture,or it may disrupt our ongoing operations orresult i

319、n operating difficulties,liabilities and expenses,harm our business,and negatively impact our results ofoperations.The GreenBox joint venture and related commercial agreement are expected to be material to our financial condition andresults of operations.We may be unable to obtain the benefits,avoid

320、 the difficulties and risks of the joint venture,or it maytake us longer than expected to fully realize the anticipated benefits and synergies of the GreenBox joint venture,and thosebenefits and synergies may ultimately be smaller than anticipated or may not be realized at all,which could adversely

321、affectour business and operating results.The GreenBox joint venture may also require us to issue additional equity securities,spend our cash,or incur debt(andincreased interest expense),liabilities,and amortization expenses related to intangible assets or write-offs of goodwill,whichcould adversely

322、affect our results of operations and dilute the economic and voting rights of our stockholders and the interestsof holders of our indebtedness.In addition,we cannot assure you that the GreenBox joint venture will lead to the successful development of new orenhanced products and services or that any

323、new or enhanced products and services,if developed,will achieve marketacceptance or prove to be profitable.Further,we may also choose to divest certain businesses or product lines that no longerfit with our strategic objectives.If we decide to sell assets or a business,we may have difficulty obtaini

324、ng terms acceptable tous in a timely manner,or at all.Additionally,the terms of such potential transactions may expose us to ongoing obligationsand liabilities.21Our operating results and financial condition may fluctuate from period to period,which could make our future operatingresults difficult t

325、o predict or cause our operating results to fall below analysts and investors expectations.Our operating results and financial condition fluctuate from quarter to quarter and year to year and are likely to continueto vary due to a number of factors,many of which will not be within our control.Both o

326、ur business and warehouseautomation are changing and evolving rapidly,and our historical operating results may not be useful in predicting our futureoperating results.If our operating results do not meet the guidance that we provide to the marketplace or the expectations ofsecurities analysts or inv

327、estors,the market price of our common stock will likely decline.Fluctuations in our operating resultsand financial condition may be due to a number of factors,including:the portion of our revenue attributable to software license and maintenance fees and system operation service feesversus milestone

328、payments for system installation and other sales;changes in pricing by us in response to competitive pricing actions;the ability of our equipment vendors to continue to manufacture high-quality products and to supply sufficientproducts to meet our demands;the impact of shortages of components,commod

329、ities or other materials,including semiconductors and integratedcircuits,and other supply chain disruptions;our ability to control costs,including our operating expenses and the costs of the equipment we purchase;the timing and success of introductions of new solutions,products or upgrades by us or

330、our competitors;changes in our business and pricing policies or those of our competitors;competition,including entry into the industry by new competitors and new offerings by existing competitors;our ability to successfully manage any past or future acquisitions,strategic transactions and integratio

331、ns ofbusinesses;our ability to obtain,maintain,protect or enforce our IP(as defined herein),including our trademarks and patents,and maintaining the confidentiality of our trade secrets;the amount and timing of expenditures,including those related to expanding our operations,increasing research andd

332、evelopment,improving facilities and introducing new warehouse automation systems;the ability to effectively manage growth within existing and new markets domestically and abroad;changes in the payment terms for our warehouse automation systems;the strength of regional,national and global economies;t

333、he impact of cybersecurity incidents or security breaches;andthe impact of natural disasters,health pandemics or man-made problems such as terrorism.Due to the foregoing factors,and the other risks discussed in this Annual Report on Form 10-K,you should not rely onquarter-over-quarter and year-over-year comparisons of our operating results as an indicator of our future performance.Complex software