Jabil (JBL) 10-K risk factor changes: FY2019 vs FY2018
The 2019-08-31 10-K against the 2018-08-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A37 rewritten15 added13 removed409 unchanged
All filing items930 rewritten744 added461 removed2,047 unchanged
Summary
counted, not written
- Item 1A lists 34 risk factor headings: 0 new, 1 reworded and 33 unchanged since FY2018. 0 headings from FY2018 no longer appear.
- Sentence by sentence, 744 added, 461 removed, 930 rewritten and 2,047 unchanged across 15 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2018.
Removed Item 1A headings (0)
Every FY2018 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
[removed: We depend on a limited number of suppliers for components that are][added: Efficient component and material purchasing is] critical to our manufacturing[removed: processes.][added: processes and contractual arrangements.] A shortage of[removed: these]components or an increase in[removed: their]price could interrupt our operations and reduce our profit, increase our inventory carrying costs, increase our risk of exposure to inventory obsolescence and cause us to purchase components of a lesser quality.
A heading is new when no FY2018 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
37 rewritten, 15 added, 13 removed, 409 unchanged
Our ability to manage growth effectively requires us to continue to implement and improve these systems; avoid cost overruns; maintain customer, supplier and other favorable business relationships during transition periods; efficiently and effectively dedicate resources to existing [removed: customers;] [added: customers as well as new projects;] acquire or construct additional facilities; occasionally transfer operations to different facilities; acquire equipment in anticipation of demand; continue to develop the management skills of our managers and supervisors; adapt relatively quickly to new markets or technologies and continue to [added: hire,] train, motivate and manage our employees.
[removed: If] [added: In addition, if] one of our customers is acquired by another company that does not rely on us to provide services and has its own production facilities or relies on another provider of similar services, we may lose that customer’s business.
We make significant decisions, including determining the levels of business that we will seek and accept, production [removed: schedules,] [added: schedules and locations,] component procurement commitments, personnel needs and other resource requirements, based on our estimate of customer requirements.
Customers have canceled their orders, changed production [removed: quantities,] [added: quantities or designs,] delayed production, changed their sourcing strategy and terminated their relationships with us.
We cannot assure you that present or future customers will not terminate their service arrangements with us or significantly change, [removed: reduce] [added: reduce, cancel] or delay the amount of services ordered.
This may result in write downs of [removed: inventories, a]
[added: inventories,] reduction in the number of products that we sell, delays in payment for inventory that we purchased, and reductions in the use of our manufacturing facilities.
As many of our costs and operating expenses are relatively fixed, a reduction in customer demand, particularly a reduction in demand for a product that represents a significant amount of [removed: our] revenue, can harm our gross profit margins and results of operations.
In addition, we sometimes experience difficulty forecasting the timing of our receipt of [removed: revenue and earnings] [added: payment] from customers.
Because we make capital expenditures during this ramping-up process and do not receive [removed: revenue] [added: payment] until after we produce and ship the customer’s products, any delays or unanticipated costs in the ramping-up process may have a significant adverse effect on our cash flows and our results of operations.
As a result, we must make long-term investments, develop or obtain appropriate intellectual property and commit significant resources before knowing whether our assumptions will accurately reflect customer demand for our [removed: services.][added: services or for our customer’s products.]
A shortage of [removed: these] components or an increase in [removed: their] price could interrupt our operations and reduce our profit, increase our inventory carrying costs, increase our risk of exposure to inventory obsolescence and cause us to purchase components of a lesser quality.
Most of our significant long-term customer contracts permit quarterly or other periodic [added: prospective] adjustments to pricing based on decreases and increases in component prices and other factors; however, we typically bear the risk of component price increases that occur between any such re-pricings or, if such re-pricing is not permitted, during the balance of the term of the particular customer contract.
| | • | | less favorable, [added: less predictable,] or relatively undefined, intellectual property laws; |
| | • | | fluctuations in currency exchange rates; [removed: and] |
| | • | | economies that are emerging or developing or that may be subject to greater currency volatility, negative growth, high inflation, limited availability of foreign exchange and other [removed: risks.] [added: risks; and] |
[added: In addition, certain divesting] companies may choose not to offer to sell their operations to us because of our current supply arrangements with other companies or may require terms and conditions that may impact our profitability.
Credit market turmoil could negatively impact the counterparties and lenders to our forward foreign exchange contracts, trade accounts receivable securitization and sale programs, unsecured credit and term loan facilities, [added: commercial paper program,] various foreign subsidiary credit facilities and other debt facilities.
In addition, we [removed: annually] [added: regularly] enter into a large number of complex contractual arrangements as well as operate pursuant to the terms of a significant number of ongoing intricate contractual arrangements.
Our failure [added: or our customers’ failure] to comply with the terms of such arrangements could [added: expose us to claims or other demands and could] have an adverse effect on our reputation, customer relationships, profitability and results of operations.
However, failure of such persons to perform those obligations [added: could result in us being required to address such contamination.]
Providing turnkey design solutions, and design and other services can expose us to different or greater potential liabilities than those we face providing just manufacturing services, including an increase in exposure to potential claims that products we design or supply, or materials or components we use, infringe third party [added: intellectual] property rights.
Regardless of [added: the] merits of any such claim, it could be time-consuming and expensive to resolve, and have a material adverse effect on our results of operations and financial position.
Our customers may be required to or decide to discontinue products that are alleged to be [removed: infringing rather than face continued costs of defending infringement claims,] [added: infringing,] and such discontinuance may result in a significant decrease in our business and/or could have a material adverse effect on our results of operations and financial position.
If any claims are brought against our customers, our suppliers or us for such infringement, regardless of their merits, we could be required to expend significant resources in the defense or settlement of such claims, or in the defense or [removed: settlement of related indemnification claims.]
We, our suppliers or our customers may be required to or decide to discontinue [removed: products which are alleged to be infringing rather than face continued costs of defending the infringement claims,] [added: products,] and such discontinuance may result in a significant decrease in our business, and could have a material adverse effect on our results of operations and financial position.
However, we cannot be certain the measures we employ will result in protected intellectual property rights or will result in the prevention of [added: unauthorized use of our technology.]
Further, there can be no assurance that we will be able to acquire or enforce our patent or other rights, if any, and that others will not independently develop similar know-how and trade secrets, or develop better [removed: production methods] [added: solutions, designs, processes and products] than us.
Nevertheless, these systems are vulnerable to, and at times have suffered from, among other things, damage from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, terrorist attacks, security [removed: breaches] [added: breaches, cyberattacks] and computer viruses.
The increased use of mobile technologies [added: and the internet of things] can heighten these and other operational risks.
The increasing sophistication of cyberattacks requires us to continually evaluate [added: the threat landscape and] new technologies and processes intended to detect and prevent these attacks.
There can be no assurance that the security measures [added: and systems configurations] we choose to implement will be sufficient to protect the data we manage.
[removed: Finally, any] [added: Any] theft or misuse of information resulting from a security breach could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial [removed: ramifications under certain customer contract provisions) and poor publicity and any of these could adversely affect our financial results.]
In addition, our effective tax rate may be increased by [added: changes in] the [removed: generation] [added: mix] of [removed: higher income in countries with higher tax rates,] [added: earnings between jurisdictions,] changes in the valuation of deferred tax assets and liabilities, changes in our cash management strategies, changes in local tax rates or countries adopting more aggressive interpretations of tax [removed: laws.][added: laws, or other legislative changes, including the Tax Cuts and Jobs Act of 2017 (“Tax Act”).]
Our credit is and certain of our financial instruments [added: and our commercial paper] are rated by credit rating agencies.
Any potential future negative change in our credit ratings may make it more expensive for us to raise additional capital on terms that are acceptable to us, if at all; negatively impact the price of our common stock; increase our interest payments under existing debt agreements; [added: cause us to lose the ability to utilize our commercial paper program;] and have other negative implications on our business, many of which are beyond our control.
For example, significant changes to revenue recognition rules have been adopted and [removed: will begin to apply] [added: first applied] to us in fiscal year 2019.
Efficient component and material purchasing is critical to our manufacturing processes and contractual arrangements.
Strategic and efficient component and materials purchasing is an aspect of our strategy.
When prices rise, they may impact our margins and results of operations if we are not able to pass the increases through to our customers or otherwise offset them.
There can be no assurance that we will continue to be able to purchase the components and materials needed to manufacture customer products at favorable prices.
| | • | | international trade disputes could result in tariffs and other protectionist measures that could adversely affect our business. Tariffs could increase the costs of the components and raw materials we use in the manufacturing process as well as import and export costs for finished products. Countries could adopt other protectionist measures that could limit our ability to manufacture products or provide services. Increased costs to our U.S. customers who use our non-U.S. manufacturing sites and components may adversely impact demand for our services and our results of operation and financial condition. Additionally, international trade disputes may cause our customers to decide to relocate the manufacturing of their products to another location, either within country, or into a new country. Relocations may require considerable management time as well as expenses related to market, personnel and facilities development before any significant revenue is generated, which may negatively affect our margin. Furthermore, there can be no assurance that all customer manufacturing needs can be met in available locations within the desired timeframe, or at all, which may cause us to lose business, which may negatively affect our financial condition and results of operation. |
settlement of related indemnification claims.
ramifications under certain customer contract provisions) and poor publicity and any of these could adversely affect our financial results.
In addition, we must comply with increasingly complex regulations intended to protect business and personal data in the U.S. and elsewhere.
Compliance with these regulations can be costly and any failure to comply could result in legal and reputational risks as well as penalties, fines and damages that could adversely affect our financial results.
| --- | --- | --- | --- |
In addition, the U. K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.
The U.S. Federal Reserve has begun publishing a Secured Overnight Funding Rate (“SOFR”), which is intended to replace U.S. dollar LIBOR.
Plans for alternative reference rates for other currencies have also been announced.
At this time, we cannot predict how markets will respond to these proposed alternative rates or the effect of any changes to LIBOR or the discontinuation of LIBOR.
If LIBOR is no longer available or if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our interest expense, results of operations and cash flows.
Past consolidation in our industry has resulted in larger and more geographically diverse competitors who have significant combined resources.
We depend on a limited number of suppliers for components that are critical to our manufacturing processes.
In addition, certain divesting
could result in us being required to address such contamination.
unauthorized use of our technology.
In the United States, comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was enacted on December 22, 2017.
The Tax Act contains a broad range of tax reform provisions that reduced the corporate tax rate, limited or eliminated certain tax deductions, and changed the taxation of foreign earnings of U.S. multinational companies.
The Tax Act requires complex calculations to be performed that were not previously required in U.S. tax law, significant judgments, estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced.
The U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Act will be applied or otherwise administered that are different from our interpretation.
In response to the Tax Act, foreign governments may enact new tax laws or new interpretations of the existing tax laws.
The full extent of the impact remains uncertain at this time and could adversely impact our effective tax rate and operating results.
Refer to Note 4 – “Income Taxes” to the Consolidated Financial Statements for details of the field examinations completed by the Internal Revenue Service (“IRS”) of our tax returns for the fiscal years 2012 through 2014 and fiscal years 2009 through 2011 which resulted in proposed adjustments.
While we currently believe that the resolution of these issues will not have a material adverse effect on our financial position, results of operations or cash flows, an unfavorable resolution could have a material adverse effect on our operating results and financial condition.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
198 rewritten, 143 added, 98 removed, 318 unchanged
Our EMS segment is [removed: typically] a [removed: lower-margin but] high volume business that produces product at a quicker rate (i.e. cycle time) and in larger quantities and includes customers primarily in the automotive and transportation, capital equipment, [added: cloud,] computing and storage, defense and aerospace, [removed: digital home,] industrial and energy, networking and telecommunications, [removed: point of sale] [added: print] and [removed: printing] [added: retail, and smart home and appliances] industries.
Our DMS segment is focused on providing engineering solutions, with an emphasis on material [removed: sciences] [added: sciences, technologies] and [removed: technologies.][added: healthcare.]
Our DMS segment [removed: is typically a higher-margin business and] includes customers primarily in the [removed: consumer wearables,] [added: edge devices and accessories,] healthcare, mobility and packaging industries.
Although we bear the risk of fluctuations in the cost of materials and excess scrap, [removed: we periodically negotiate cost of] [added: our ability to purchase components and] materials [removed: adjustments with] [added: efficiently may contribute significantly to] our [removed: customers.][added: operating results.]
The following table sets forth, for the [removed: fiscal years ended August 31, 2018, 2017 and 2016,] [added: periods indicated,] certain key operating results and other financial information (in thousands, except per share data):
| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |
| Net revenue | | $ | [removed: 22,095,416] [added: 25,282,320] | | | $ | [removed: 19,063,121] [added: 22,095,416] | | | $ | [removed: 18,353,086] [added: 19,063,121] | |
| Gross profit | | $ | [removed: 1,706,792] [added: 1,913,401] | | | $ | [removed: 1,545,643] [added: 1,706,792] | | | $ | [removed: 1,527,704] [added: 1,545,643] | |
| Operating income | | $ | [removed: 542,153] [added: 701,356] | | | $ | [removed: 410,230] [added: 542,153] | | | $ | [removed: 522,833] [added: 410,230] | |
| Net income attributable to Jabil Inc. | | $ | [removed: 86,330] [added: 287,111] | | | $ | [removed: 129,090] [added: 86,330] | | | $ | [removed: 254,095] [added: 129,090] | |
| Earnings per share – basic | | $ | [removed: 0.50] [added: 1.85] | | | $ | [removed: 0.71] [added: 0.50] | | | $ | [removed: 1.33] [added: 0.71] | |
| Earnings per share – diluted | | $ | [removed: 0.49] [added: 1.81] | | | $ | [removed: 0.69] [added: 0.49] | | | $ | [removed: 1.32] [added: 0.69] | |
| Days in [removed: inventory(3)] [added: inventory(4)] | | | 58 days | | | | [removed: 60] [added: 64] days | | | | [removed: 62] [added: 65] days | | | | [removed: 58] [added: 60] days | |
| Days in accounts [removed: payable(4)] [added: payable(5)] | | | [removed: 83] [added: 77] days | | | | [removed: 77] [added: 76] days | | | | [removed: 85] [added: 78] days | | | | [removed: 85] [added: 82] days | |
| | | August 31, [removed: 2017] [added: 2019] | | | | May 31, [removed: 2017] [added: 2019] | | | | February 28, [removed: 2017] [added: 2019] | | | | November 30, [removed: 2016] [added: 2018] | | |
| Sales cycle(1) | | | [removed: 0] [added: 19] days | | | | [removed: 9] [added: 27] days | | | | [removed: 11] [added: 25] days | | | | [removed: 1 day] [added: 16 days] | |
| Inventory turns [removed: (annualized)] [added: (annualized)(2)] | | | 6 turns | | | | 6 turns | | | | [removed: 7] [added: 6] turns | | | | [removed: 7] [added: 6] turns | |
| Days in accounts [removed: receivable(2)] [added: receivable(3)] | | | [removed: 25] [added: 38] days | | | | [removed: 29] [added: 39] days | | | | [removed: 29] [added: 38] days | | | | [removed: 27] [added: 38] days | |
| Days in [removed: inventory(3)] [added: inventory(4)] | | | 58 days | | | | [removed: 59] [added: 60] days | | | | [removed: 55] [added: 62] days | | | | [removed: 48] [added: 58] days | |
| Days in accounts [removed: payable(4)] [added: payable(5)] | | | 83 days | | | | [removed: 79] [added: 77] days | | | | [removed: 73] [added: 85] days | | | | [removed: 74] [added: 85] days | |
| [removed: (2)] [added: (3)] | During the three months ended [removed: August 31, 2017,] [added: November 30, 2018,] the [removed: decrease] [added: increase] in days in accounts receivable from the prior sequential quarter was primarily due to [added: an increase in accounts receivable, primarily driven by] the [removed: timing of] [added: amended and new securitization programs and higher] sales and [removed: collections activity.] [added: timing of collections.] |
| [removed: (3)] [added: (4)] | [removed: During each] [added: In connection with the adoption] of [added: ASU 2014-09, days in inventory are calculated based on inventory and contract asset balances for] the three months ended August 31, [removed: 2018 and] [added: 2019,] May 31, [removed: 2018,] [added: 2019, February 28, 2019 and November 30, 2018. During] the [added: three months ended August 31, 2019, the] decrease in days in inventory from [removed: the] prior sequential quarter was primarily due to increased sales activity during the quarter. During the three months ended February 28, [removed: 2018, the increase in] [added: 2019,] days in inventory [added: increased] from the prior sequential quarter [removed: was primarily due] to [removed: the increase in inventories to] support [added: anticipated ramps and] expected sales levels in the [removed: third quarter] [added: second half] of fiscal year [removed: 2018 along with overall increased demand.] [added: 2019 and due to the acquisition of certain assets of Johnson & Johnson Medical Devices Companies (“JJMD”) facilities at the end of February.] During the three months ended [removed: May 31, 2017,] [added: November 30, 2018,] days in inventory increased [removed: four days as compared to] [added: from] the prior sequential quarter to support expected sales levels in the [removed: fourth] [added: second] quarter of fiscal year [removed: 2017.] [added: 2019.] During [added: each of] the three months ended [removed: February 28, 2017,] [added: August 31, 2018 and May 31, 2018, the decrease in] days in inventory [removed: increased as compared to] [added: from] the prior sequential [removed: quarter: (i) as a result of lower production] [added: quarter was primarily due to increased sales activity during the quarter. During the three months ended February 28, 2018, the increase] in [added: days in inventory from] the [removed: DMS segment] [added: prior sequential quarter was primarily] due to [removed: reduced consumer demand in] the [removed: mobility business and (ii)] [added: increase in inventories] to support expected [removed: revenue] [added: sales] levels in the third quarter of fiscal year [removed: 2017.] [added: 2018 along with overall increased demand.] |
| [removed: (4)] [added: (5)] | During the three months ended [removed: August] [added: May] 31, [removed: 2018,] [added: 2019,] the [removed: increase] [added: decrease] in days in accounts payable from the prior sequential quarter was primarily due to [removed: higher] [added: timing of purchases and cash payments for purchases during the quarter. During the three months ended February 28, 2019, the decrease in days in accounts payable from the prior sequential quarter was primarily due to lower] materials purchases during the quarter and [removed: the] timing of purchases and cash payments for purchases during the quarter. During the three months ended [removed: May] [added: August] 31, 2018, the [removed: decrease] [added: increase] in days in accounts payable from the prior sequential quarter was primarily due to [added: higher materials purchases during] the [added: quarter and the] timing of purchases and cash payments for purchases during the quarter. During the three months ended [removed: November 30, 2017 and August] [added: May] 31, [removed: 2017,] [added: 2018,] the [removed: increase] [added: decrease] in [added: days in accounts payable from the prior sequential quarter was primarily due to the timing of purchases and cash payments for purchases during the quarter.] |
We derive substantially all of our revenue from production and product management services (collectively referred to as “manufacturing services”), which encompasses the act of producing tangible [removed: components] [added: products] that are built to customer specifications, which are then provided to the customer.
Revenue from electronic design services is generally recognized [removed: upon completion and acceptance by] [added: over time as] the [removed: respective customer.][added: services are performed.]
[removed: Upon] [added: Subsequent to] adoption, we recognize revenue over time as manufacturing services are [removed: completed] [added: performed] for the majority of our contracts with customers, which results in revenue being recognized earlier than under the [removed: current] [added: previous] guidance.
Revenue for all other contracts with customers will be recognized at a point in time, upon transfer of control of the product to the customer, which is effectively no change to our historical [removed: current] accounting.
For further discussion of the new revenue recognition standard, refer to Note [removed: 16—“New Accounting Guidance”] [added: 18—“Revenue”] to the Consolidated Financial Statements.
We completed our annual impairment test for goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal year [removed: 2018] [added: 2019] and determined that the fair values of our reporting units and the indefinite-lived intangible assets are [removed: substantially] in excess of the carrying values and that no impairment existed as of the date of the impairment test.
Significant judgments inherent in this analysis included assumptions regarding appropriate revenue [added: and operating income] growth rates, discount rates and royalty rates.
We assess whether an uncertain tax position taken or expected to be taken in a tax return meets the threshold for recognition and measurement in the [removed: Consolidated Financial Statements.]
See Note [removed: 16] [added: 17] – “New Accounting Guidance” to the Consolidated Financial Statements for a discussion of recent accounting guidance.
The distribution of revenue across our segments has fluctuated, and will continue to fluctuate, as a result of numerous factors, including the following: fluctuations in customer demand; efforts to diversify certain portions of our business; [removed: seasonality in our business;] business growth from new and existing customers; specific product performance; and any potential termination, or substantial winding down, of significant customer relationships.
| (dollars in millions) | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] | | | | [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | | |
| Net revenue | | $ | [removed: 22,095.4] [added: 25,282.3] | | | $ | [removed: 19,063.1] [added: 22,095.4] | | | $ | [removed: 18,353.1] [added: 19,063.1] | | | | [removed: 15.9] [added: 14.4] | % | | | [removed: 3.9] [added: 15.9] | % |
[removed: _2018] [added: | | | 2019 | | | | 2018 | | | | 2017 | | | | 2019] vs. [removed: 2017_][added: 2018 | | | | 2018 vs. 2017 | | |]
Net revenue increased during the fiscal year ended August 31, [removed: 2018] [added: 2019] compared to the fiscal year ended August 31, [removed: 2017.][added: 2018.]
Specifically, the [removed: DMS] [added: EMS] segment revenues increased [removed: 23%] [added: 26% primarily] due to (i) a [removed: 19%] [added: 10%] increase in revenues from [added: new] customers within our [removed: mobility business as a result of increased end user product demand,] [added: cloud business,] (ii) [added: an 8% increase in revenues from existing customers within our industrial and energy business, (iii)] a [removed: 3%] [added: 6%] increase in revenues [removed: due to new business] from existing customers [added: within our networking and telecommunications business, (iv) a 5% increase] in [added: revenues from existing customers within] our [removed: healthcare] [added: print and retail] business and [removed: (iii)] [added: (v)] a 1% increase in revenues spread across [removed: a variety of] [added: various] industries [removed: in] [added: within] the [removed: DMS] [added: EMS] segment.
[removed: Net] [added: Research and development expenses remained consistent as a percent of net] revenue [removed: increased] during the fiscal year ended August 31, [removed: 2017] [added: 2019] compared to the fiscal year ended August 31, [removed: 2016.][added: 2018.]
[removed: The] DMS segment revenues [removed: increased 9% as a result of (i) a 4% increase in revenues] [added: remained consistent] due to [removed: new business from existing customers in our consumer lifestyles and wearable technologies business, (ii)] a [removed: 3%] [added: 7%] increase in revenues [removed: due to new business] from [added: new and] existing customers in our healthcare [removed: business] and [removed: (iii) a 2% increase in revenues from existing customers within our mobility business.][added: packaging businesses.]
While we periodically negotiate cost of materials adjustments with our customers, rising component and material prices may negatively affect our margins.
| (2) | In connection with the adoption of Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue Recognition (Topic 606), inventory turns are calculated based on inventory and contract asset balances for the three months ended August 31, 2019, May 31, 2019, February 28, 2019 and November 30, 2018. |
For further discussion, refer to Note 18—“Revenue” to the Consolidated Financial Statements.
We generally enter into manufacturing service contracts with our customers that provide the framework under which business will be conducted and customer purchase orders will be received for specific quantities and with predominantly fixed pricing.
As a result, we consider our contract with a customer to be the combination of the manufacturing service contract and the purchase order, or any agreements or other similar documents.
The majority of our manufacturing service contracts relate to manufactured products which have no alternative use and for which we have an enforceable right to payment for the work completed to date.
As a result, revenue is recognized over time when or as we transfer control of the promised products or services (known as performance obligations) to our customers.
For certain other contracts with customers that do not meet the over time revenue recognition criteria, transfer of control occurs at a point in time which generally occurs upon delivery and transfer of risk and title to the customer.
Most of our contracts have a single performance obligation as the promise to transfer the individual manufactured product or service is capable of being distinct and is distinct within the context of the contract.
For the majority of customers, performance obligations are satisfied over time based on the continuous transfer of control as manufacturing services are performed and are generally completed in less than one year.
For our over time customers, we believe the measure of progress which best depicts the transfer of control is based on costs incurred to date, relative to total estimated cost at completion (i.e., an input method).
This method is a faithful depiction of the transfer of goods or services because it results in the recognition of revenue on the basis of our to-date efforts in the satisfaction of a performance obligation relative to the total expected efforts in the satisfaction of the performance obligation.
We believe that the use of an input method best depicts the transfer of control to the customer, which occurs as we incur costs on our contracts.
The transaction price of each performance obligation is generally based upon the contractual stand-alone selling price of the product or service.
Certain contracts with customers include variable consideration, such as rebates, discounts, or returns.
We recognize estimates of this variable consideration that are not expected to result in a significant revenue reversal in the future, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs.
Consolidated Financial Statements.
Refer to Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2018 for the results of operations discussion for the fiscal year ended August 31, 2018 compared to the fiscal year ended August 31, 2017.
_2019 vs. 2018_
The increase is partially offset by a 4% decrease from existing customers within our computing and storage business and our capital equipment business, which we expect to remain weak into the second half of calendar year 2020.
The increase is offset by a 7% decrease in revenue from customers within our mobility business as a result of decreased end user product demand.
Effective September 1, 2018, our revenue recognition accounting policies changed in conjunction with the adoption of the new revenue recognition standard.
| | | 2019 | | | | 2018 | | | | 2017 | | |
_2019 vs. 2018_
For the fiscal year ended August 31, 2019, gross profit for our DMS segment increased as a percentage of net revenue due to improved profitability across the various businesses.
This increase was offset by a decrease in gross profit as a percentage of net revenue in our EMS segment due to continued weakness in the capital equipment business and ramp costs associated with new business awards.
_2019 vs. 2018_
_2019 vs. 2018_
| (dollars in millions) | | 2019 | | | | 2018 | | | | 2017 | | | | 2019 vs. 2018 | | | | 2018 vs. 2017 | | |
_2019 vs. 2018_
In the fourth quarter of fiscal year 2019, we made a strategic decision that the indefinite-lived trade name of $72.5 million acquired during the acquisition of Nypro would be phased out over the next four years.
In connection with a strategic shift to further diversify our portfolio, focus on innovation and technology within our healthcare business and as a result of the strategic collaboration with a certain medical device company, we decided to implement a rebranding initiative to Jabil Healthcare.
Management believes the name change better leverages the Jabil brand and the full range of services available to our customers.
As a result of our decision to rebrand, we determined the indefinite-lived trade name should no longer be classified as an indefinite-lived intangible asset.
As such, this trade name was assigned a four-year estimated useful life and will be amortized on an accelerated basis.
See Note 6 – “Goodwill and Other Intangible Assets” to the Consolidated Financial Statements for further discussion.
| (dollars in millions) | | 2019 | | | | 2018 | | | | 2017(2) | | |
_2020 Restructuring Plan_
On September 20, 2019, our Board of Directors formally approved a restructuring plan to realign our global capacity support infrastructure, particularly in our mobility footprint in China, in order to optimize organizational effectiveness.
In September 2017, our operations in Cayey, Puerto Rico received significant hurricane damage.
During the fiscal year ended August 31, 2018, we recognized $11.3 million of expenses related to such damages, net of insurance proceeds of $24.9 million.
We also expect that the majority of these costs less insurance deductions will ultimately be offset by insurance coverage.
| | | | | | | | | | | | | |
| | days in accounts payable from the prior sequential quarter was primarily due to higher materials purchases during the quarter due to increased demand in the mobility business as well as the timing of purchases and cash payments from purchases during the quarter. During the three months ended May 31, 2017, the increase in days in accounts payable from the prior sequential quarter was primarily due to the timing of purchases and cash payments for purchases during the quarter. |
We recognize manufacturing services revenue when such tangible components are shipped to or the goods are received by the customer, title and risk of ownership have passed, the price to the buyer is fixed or determinable and collectability is reasonably assured (net of estimated returns).
Upfront payments from customers are recorded upon receipt as deferred income and are recognized as revenue as the related manufacturing services are provided.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (“Tax Act”).
The Tax Act reduced the corporate tax rate, limited or eliminated certain tax deductions, and changed the taxation of foreign earnings of U.S. multinational companies.
The enacted changes include a mandatory income inclusion of the historically untaxed foreign earnings of a U.S. company’s foreign subsidiaries and will effectively tax such income at reduced tax rates (“transition tax”).
During fiscal year 2018, we made reasonable estimates related to certain impacts of the Tax Act and, in accordance with the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 118, _Income Tax Accounting Implications of the Tax Cut and Jobs Act_ (“SAB 118”), recorded a net provisional income tax expense of $142.3 million for the fiscal year ended August 31, 2018.
This net provisional expense is mainly comprised of $65.9 million related to the one-time transition tax inclusive of unrecognized tax benefits, $(10.5) million related to the re-measurement of our U.S. deferred tax attributes, and $85.0 million related to the foreign tax impact of a change in indefinite reinvestment assertion on certain earnings from our foreign subsidiaries.
As we finalize the accounting for the tax effects of the enactment of the Tax Act during the measurement period, we will reflect adjustments to the provisional amounts recorded and record additional tax effects in the periods such adjustments are identified.
The Internal Revenue Service (“IRS”) completed its field examination of our tax returns for fiscal years 2009 through 2011 and issued a Revenue Agent’s Report (“RAR”) on May 27, 2015, which was updated on June 22, 2016.
The IRS completed its field examination of our tax returns for fiscal years 2012 through 2014 and issued an RAR on April 19, 2017.
The proposed adjustments in the RAR from both examination periods relate primarily to U.S. taxation of certain intercompany transactions.
If the IRS ultimately prevails in its positions, our income tax payments due for the fiscal years 2009 through 2011
and fiscal years 2012 through 2014 would be approximately $28.6 million and $5.3 million, respectively, after utilization of tax loss carry forwards available through fiscal year 2014.
Also, the IRS has proposed interest and penalties with respect to fiscal years 2009 through 2011.
The IRS may make similar claims in future audits with respect to these types of transactions.
At this time, anticipating the amount of any future IRS proposed adjustments, interest, and penalties is not practicable.
We disagree with the proposed adjustments and intend to vigorously contest these matters through the applicable IRS administrative and judicial procedures, as appropriate.
As the final resolution of the proposed adjustments remains uncertain, we continue to provide for the uncertain tax positions based on the more likely than not standard.
While the resolution of the issues may result in tax liabilities, interest and penalties that are significantly higher than the amounts accrued for these matters, management currently believes that the resolution will not have a material adverse effect on our financial position, results of operations or cash flows.
However, there can be no assurance that management’s beliefs will be realized.
EMS segment revenues increased 11% primarily due to (i) a 3% increase in revenues from a new customer and existing customers within our industrial and energy business, (ii) a 3% increase in revenues from customers within our digital home business, (iii) a 3% increase in revenues from existing customers within our capital equipment business and (iv) a 2% increase in revenues spread across a variety of industries in the EMS segment.
_2017 vs. 2016_
EMS segment revenues remained relatively consistent due to a mix of increases and decreases spread across various industries within the EMS segment, with no one change being significant individually.
Gross profit decreased as a percent of net revenue during the fiscal year ended August 31, 2018 compared to the fiscal year ended August 31, 2017, primarily due to (i) increased materials costs due to the constrained components market, (ii) increased direct labor costs and (iii) charges related to certain distressed customers in the networking and consumer wearables sectors.
The decrease resulted primarily from a $21.0 million reversal of stock-based compensation expense during fiscal year 2017 due to decreased expectations for the vesting of certain performance-based restricted stock awards.
The decrease was partially offset by an increase in salary and salary-related expenses and other costs.
Research and development expenses remained relatively consistent as a percent of net revenue during the fiscal year ended August 31, 2018 compared to the fiscal year ended August 31, 2017.
Research and development expenses remained relatively consistent as a percent of net revenue during the fiscal year ended August 31, 2017 compared to the fiscal year ended August 31, 2016.
Amortization of intangibles decreased during the fiscal year ended August 31, 2017 compared to the fiscal year ended August 31, 2016 primarily due to certain intangible assets associated with the Plasticos and Shemer acquisitions that were fully amortized during fiscal year 2016.
| (2) | Primarily relates to the 2017 Restructuring Plan. |
| (3) | Costs relate to the 2013 Restructuring Plan, which was substantially complete during fiscal year 2017. |
We incurred $186.4 million of costs-to-date as of August 31, 2018.
The remaining costs for employee severance and benefits costs, asset write-off costs and other related costs are anticipated to be incurred through the first half of fiscal year 2019.
The 2017 Restructuring Plan, once complete, is expected to yield annualized cost savings beginning in fiscal year 2019 of approximately $90.0 million.
During fiscal year 2018, we realized costs savings of approximately $80.0 million.
An excerpt. Shown here: 40 of 198 rewritten, 40 of 143 added and 40 of 98 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2019 filing and the FY2018 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
6 rewritten, 0 added, 0 removed, 16 unchanged
The forward contracts (both those that are designated and not designated as accounting hedging instruments) will generally expire in less than three months, with [removed: nine] [added: 12] months being the maximum term of the contracts outstanding as of August 31, [removed: 2018.][added: 2019.]
The forward contracts are primarily denominated in Chinese yuan renminbi, [removed: Euros, Indian rupees] [added: Euros] and Mexican pesos.
Based on our overall currency rate exposures as of August 31, [removed: 2018,] [added: 2019,] including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets and liabilities, an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Consolidated Financial Statements.
There were [removed: $829.3] [added: $804.9] million in borrowings outstanding under debt facilities with variable interest rates as of August 31, [removed: 2018.][added: 2019.]
In connection with our variable interest rate debt, we have interest rate swaps with aggregate notional amounts of $200.0 million and $350.0 million, which expire on [removed: June 30, 2019] [added: August 31, 2020] and August 24, 2020, respectively.
The impact of a hypothetical change of 10.0% in variable interest rates would result in an increase or decrease in interest expense of approximately [removed: $3.3] [added: $4.2] million for fiscal year [removed: 2019.][added: 2020.]
Item 1. Business
30 rewritten, 9 added, 27 removed, 211 unchanged
Based on net revenue, for the fiscal year ended August 31, [removed: 2018,] [added: 2019,] our largest customers include [added: Amazon.com, Inc.,] Apple, Inc., Cisco Systems, Inc., [added: GoPro, Inc.,] Hewlett-Packard Company, [added: Ingenico Group,] Keysight Technologies, LM Ericsson Telephone Company, NetApp, [removed: Inc., Nokia Networks, SolarEdge Technologies Inc., Valeo S.A.] [added: Inc.] and [removed: Zebra Technologies Corporation.][added: Nokia Networks.]
For the fiscal year ended August 31, [removed: 2018,] [added: 2019,] we had net revenues of [removed: $22.1] [added: $25.3] billion and net income attributable to Jabil Inc. of [removed: $86.3] [added: $287.1] million.
Our EMS segment is [removed: typically] a [removed: lower-margin but] high-volume business that produces products at a quicker rate (i.e. cycle time) and in larger quantities and includes customers primarily in the automotive and transportation, capital equipment, [added: cloud,] computing and storage, defense and aerospace, [removed: digital home,] industrial and energy, networking and telecommunications, [removed: point of sale] [added: print] and [removed: printing] [added: retail, and smart home and appliances] industries.
Our DMS segment is focused on providing engineering solutions, with an emphasis on material [removed: sciences] [added: sciences, technologies] and [removed: technologies.][added: healthcare.]
Our DMS segment [removed: is typically a higher-margin business and] includes customers primarily in the [removed: consumer wearables,] [added: edge devices and accessories,] healthcare, mobility and packaging industries.
| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |
| | • | | _Establish and Maintain Long-Term Customer Relationships._ An important element of our strategy is to establish and maintain long-term relationships with leading companies in expanding industries with size and growth characteristics that can benefit from highly automated, continuous flow manufacturing on a global scale. We [removed: have made concentrated efforts to diversify our industry sectors and customer base. Because of these efforts, we have experienced business growth from both existing and new customers as well as from acquisitions. We] focus on maintaining long-term relationships with our customers and seek to expand these relationships to include additional product lines and services. In addition, we focus on identifying and developing relationships with new customers that meet our targeted profile, which includes financial stability, the need for technology-driven turnkey manufacturing, anticipated unit volume and long-term relationship stability. |
In fiscal year [removed: 2018,] [added: 2019,] our five largest customers accounted for approximately [removed: 48%] [added: 42%] of our net revenue and [removed: 80] [added: 85] customers accounted for approximately 90% of our net revenue.
The table below sets forth the respective portion of net revenue attributable to the customers that accounted for approximately 10% or more of our net revenue during the [removed: fiscal years ended August 31, 2018, 2017 and 2016:][added: periods indicated:]
| Apple, Inc. | | | [removed: 28] [added: 22] | % | | | [removed: 24] [added: 28] | % | | | 24 | % |
Our order backlog as of August 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] was valued at approximately [removed: $6.8] [added: $6.2] billion and [removed: $4.9] [added: $6.8] billion, respectively.
Given the nature of our relationships with our customers, and the fact that we generally do not enter into long-term [removed: contracts or] purchase commitments with our customers, we frequently allow our customers to cancel or reschedule deliveries, and therefore, backlog is often not a meaningful indicator of future financial results.
We currently have a relatively modest number of [removed: solely owned and/or jointly held] patents for various innovations.
As of August 31, [removed: 2018,] [added: 2019,] we employed approximately [removed: 199,000] [added: 200,000] people worldwide.
Borges (age [removed: 50)] [added: 51)] was named Executive Vice President, Chief Executive Officer, Healthcare in September 2016.
Cadavid (age [removed: 62)] [added: 63)] was named Senior Vice President, Treasurer in September 2013.
Brenda Chamulak (age [removed: 47)] [added: 48)] was named Senior Vice President, Chief Executive Officer, Jabil Packaging Solutions in July 2018.
Prior to joining Jabil, Ms. Chamulak was Vice President and General Manager of [removed: the] Personal Care & Home Care, a business unit of Aptar Inc., a global supplier of dispensing and sealing solutions based in Crystal Lake, Illinois.
Michael Dastoor (age [removed: 52)] [added: 54)] was named Executive Vice President, Chief Financial Officer effective September 2018.
Johnson (age [removed: 62)] [added: 63)] was named Senior Vice President, Chief Human Resources Officer in January 2017.
Katz (age [removed: 56)] [added: 57)] joined Jabil in March 2016 and was named Executive Vice President, General Counsel and Corporate Secretary in September 2016.
Loparco (age [removed: 47)] [added: 48)] was named Executive Vice President, Chief Executive Officer, Engineered Solutions Group in January 2016.
Mark Mondello (age [removed: 54) was named] [added: 55) has served as] Chief Executive Officer [removed: in] [added: and a member of the Board of Directors since] March 2013.
Alessandro Parimbelli (age [removed: 50)] [added: 51)] was named Executive Vice President, Chief Executive Officer, Enterprise and Infrastructure in July 2013.
Ryan (age [removed: 48)] [added: 49)] was named Executive Vice President, Corporate Development/Chief of Staff in July 2016.
Daryn Smith (age [removed: 48)] [added: 49)] was named Senior Vice President, Enterprise & Commercial Controller effective September 2018.
Mr. Smith served as Chief Financial Officer of EMS from June [removed: 2013—June] [added: 2013 through June] 2018.
Prior to joining Jabil, Mr. Smith was with the Assurance and Advisory Services practice for Arthur [removed: Andersen (Andersen).][added: Andersen.]
Wilson (age [removed: 53)] [added: 54)] was named Executive Vice President and CEO of Jabil Green Point in 2017.
[removed: Kenny] [added: Mr. Wilson] has a Bachelor’s degree in Manufacturing Engineering and a MBA from Edinburgh Business School.
| | • | | _Product Diversification._ We focus on balancing our portfolio of products and product families to those that align with higher return areas of our business, including manufacturing, supply chain management services, comprehensive electronics design, production and product management services. We have made concentrated efforts to diversify our industry sectors and customer base. Because of these efforts, we have experienced business growth from both existing and new customers as well as from acquisitions. |
| --- | --- | --- | --- |
We compete against numerous domestic and foreign electronic manufacturing service providers, diversified manufacturing service providers and design providers.
We compete with different companies depending on the type of service we are providing or the geographic area in which an activity takes place.
We believe that the principal competitive factors in the manufacturing services market are: cost; accelerated production time-to-market; higher efficiencies; global locations; rapid scale production; advanced technologies; quality; improved pricing of components.
We believe we are extremely competitive with regard to all of these factors.
Information about our Executive Officers
In April 2019 he was named Chief Ethics & Compliance Officer.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).
We derived a substantial majority, 91.7%, of net revenue from our international operations for the fiscal year ended August 31, 2018.
The following table sets forth, for the periods indicated, revenue by segment expressed as a percentage of net revenue:
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Fiscal Year Ended August 31, | | | | | | | | | | |
| EMS | | | 56 | % | | | 58 | % | | | 60 | % |
| DMS | | | 44 | % | | | 42 | % | | | 40 | % |
| Total | | | 100 | % | | | 100 | % | | | 100 | % |
The following table sets forth, for the periods indicated, the amount expended on R&D activities:
| (dollars in millions) | | 2018 | | | | 2017 | | | | 2016 | | |
| R&D activities | | $ | 38.5 | | | $ | 29.7 | | | $ | 32.0 | |
We compete against numerous domestic and foreign electronic manufacturing service providers and design providers, including Benchmark Electronics, Inc., Celestica Inc., Flex Ltd., Hon-Hai Precision Industry Co., Ltd., Plexus Corp. and Sanmina Corporation.
We also compete against numerous domestic and foreign diversified manufacturing service providers, including AptarGroup, Inc., Berry Plastics Group, Inc., Catcher Technology Co., Ltd., Gerresheimer AG, Quanta Computer, Inc. and Zeniya Aluminum Engineering, Ltd. In addition, past consolidation in our industry has resulted in larger and more geographically diverse competitors that have significant resources.
In the past, some of our customers moved a portion of their manufacturing from us to more fully utilize their excess internal manufacturing capacity.
Seasonality
Production levels for a portion of the DMS segment are subject to seasonal influences.
Historically, we have realized greater net revenue during our first fiscal quarter, which ends on November 30, due to higher demand for consumer-related products during the holiday selling season.
Geographic Information
The information regarding net revenue and long-lived assets set forth in Note 12 – “Concentration of Risk and Segment Data” to the Consolidated Financial Statements is hereby incorporated by reference into this Part I, Item 1.
Each of our segments is dependent on foreign operations.
Executive Officers of the Registrant
William E.
Peters (age 55) was named President in March 2013.
Mr. Peters served as Executive Vice President, Human Development, Human Resources from 2010 to 2013.
He joined Jabil in 1990 as a buyer and has held positions of increasing responsibility in Operations, Supply Chain and Manufacturing Operations.
Prior to joining Jabil, Mr. Peters was a financial analyst for Electronic Data Systems.
He holds a B.A. in Economics from Michigan State University.
Cover and table of contents
31 rewritten, 4 added, 5 removed, 91 unchanged
For the fiscal year ended August 31, [removed: 2018][added: 2019]
[removed: ][added: ]
| Title of each class | | [added: Trading Symbol(s) | |] Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | | [added: JBL | |] New York Stock Exchange |
The aggregate market value of the voting common stock held by non-affiliates of the registrant based on the closing sale price of the Common Stock as reported on the New York Stock Exchange on February 28, [removed: 2018] [added: 2019] was approximately [removed: $4.0] [added: $4.2] billion.
The number of outstanding shares of the registrant’s Common Stock as of the close of business on October [removed: 9, 2018,] [added: 14, 2019,] was [removed: 161,878,931.][added: 152,656,443.]
The registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on January [removed: 24, 2019] [added: 23, 2020] is incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.
[removed: 2018] [added: 2019] FORM 10-K ANNUAL REPORT
| Item 1. | | [removed: [Business](#toc636018_1)] [added: [Business](#toc782178_1)] | | | 2 | |
| Item 1A. | | [Risk [removed: Factors](#toc636018_2)] [added: Factors](#toc782178_2)] | | | 10 | |
| Item 1B. | | [Unresolved Staff [removed: Comments](#toc636018_3)] [added: Comments](#toc782178_3)] | | | 23 | |
| Item 2. | | [removed: [Properties](#toc636018_4)] [added: [Properties](#toc782178_4)] | | | 24 | |
| Item 3. | | [Legal [removed: Proceedings](#toc636018_5)] [added: Proceedings](#toc782178_5)] | | | [removed: 25] [added: 24] | |
| Item 4. | | [Mine Safety [removed: Disclosures](#toc636018_6)] [added: Disclosures](#toc782178_6)] | | | [removed: 25] [added: 24] | |
| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc636018_7)] [added: Securities](#toc782178_7)] | | | [removed: 26] [added: 25] | |
| Item 6. | | [Selected Financial [removed: Data](#toc636018_8)] [added: Data](#toc782178_8)] | | | [removed: 28] [added: 27] | |
| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc636018_9)] [added: Operations](#toc782178_9)] | | | [removed: 30] [added: 28] | |
| Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc636018_10)] [added: Risk](#toc782178_10)] | | | [removed: 49] [added: 47] | |
| Item 8. | | [Financial Statements and Supplementary [removed: Data](#toc636018_11)] [added: Data](#toc782178_11)] | | | [removed: 49] [added: 47] | |
| Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#toc636018_12)] [added: Disclosure](#toc782178_12)] | | | [removed: 50] [added: 48] | |
| Item 9A. | | [Controls and [removed: Procedures](#toc636018_13)] [added: Procedures](#toc782178_13)] | | | [removed: 50] [added: 48] | |
| Item 9B. | | [Other [removed: Information](#toc636018_14)] [added: Information](#toc782178_14)] | | | [removed: 50] [added: 49] | |
| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#toc636018_15)] [added: Governance](#toc782178_15)] | | | [removed: 51] [added: 50] | |
| Item 11. | | [Executive [removed: Compensation](#toc636018_16)] [added: Compensation](#toc782178_16)] | | | [removed: 51] [added: 50] | |
| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc636018_17)] [added: Matters](#toc782178_17)] | | | [removed: 51] [added: 50] | |
| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc636018_18)] [added: Independence](#toc782178_18)] | | | [removed: 51] [added: 50] | |
| Item 14. | | [Principal Accounting Fees and [removed: Services](#toc636018_19)] [added: Services](#toc782178_19)] | | | [removed: 51] [added: 50] | |
| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#toc636018_20)] [added: Schedules](#toc782178_20)] | | | [removed: 52] [added: 51] | |
| Item 16. | | [Form 10-K [removed: Summary](#toc636018_21)] [added: Summary](#toc782178_21)] | | | [removed: 96] [added: 99] | |
| | • | | _our exposure to the risks of a substantial international [removed: operation;_] [added: operation; and_] |
| | • | | _our ability to achieve the expected profitability from our [removed: acquisitions;_] [added: acquisitions._] |
10-K 1 d782178d10k.htm 10-K
| | | | | |
| --- | --- | --- | --- | --- |
| [Signatures](#toc782178_22) | | | | | 100 | |
10-K 1 d636018d10k.htm 10-K
| | | |
| --- | --- | --- |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
| [Signatures](#toc636018_22) | | | | | 97 | |
Item 2. Properties
5 rewritten, 10 added, 38 removed, 4 unchanged
We own or lease facilities located [added: primarily] in the countries listed below.
The table below lists the approximate square footage for our facilities as of August 31, [removed: 2018:][added: 2019 (in thousands):]
| Location | | Approximate Square Footage | [removed: | | | Description of Use |]
[removed: As of August 31, 2018, our facilities consist] [added: | (2) | Consists] of [removed: 18,821,000] [added: 18.1 million] square feet in facilities that we [removed: own,] [added: own] with the remaining [removed: 25,792,000] [added: 34.7 million] square feet in leased facilities. [added: |]
The [removed: properties listed in] [added: majority of] the [removed: table above] [added: square footage is active manufacturing space and] are reported in both the EMS and DMS operating segments, as both [removed: segments] use these properties.
Our corporate headquarters is located in St. Petersburg, Florida.
| | | |
| --- | --- | --- |
| Asia | | 32,620 |
| Americas | | 15,425 |
| Europe | | 4,791 |
| | | |
| Total as of August 31, 2019 (1)(2) | | 52,836 |
| | | |
| (1) | Approximately 11% of our total square footage is not currently used in business operations. |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Austria | | | 97,000 | | | Design, Manufacturing |
| Belgium | | | 66,000 | | | Design |
| Brazil(2) | | | 314,000 | | | Manufacturing |
| Canada | | | 13,000 | | | Design |
| China(2)(3) | | | 22,729,000 | | | Design, Manufacturing, Prototype Manufacturing, Storage, Support |
| Finland | | | 12,000 | | | Design |
| France(1) | | | 80,000 | | | Manufacturing, Support |
| Germany | | | 225,000 | | | Design, Manufacturing, Support |
| Hungary | | | 1,451,000 | | | Manufacturing, Storage |
| India(1) | | | 646,000 | | | Manufacturing, Storage, Support |
| Indonesia | | | 210,000 | | | Manufacturing |
| Ireland(2) | | | 354,000 | | | Manufacturing |
| Israel | | | 212,000 | | | Design, Manufacturing, Support |
| Italy(2) | | | 308,000 | | | Manufacturing, Storage |
| Japan | | | 49,000 | | | Manufacturing, Support |
| Malaysia | | | 1,413,000 | | | Manufacturing, Storage, Support |
| Mexico(2) | | | 3,671,000 | | | Manufacturing, Storage, Support |
| The Netherlands | | | 420,000 | | | Manufacturing |
| Poland(2) | | | 705,000 | | | Manufacturing, Storage |
| Russia(2) | | | 64,000 | | | Manufacturing |
| Scotland(2) | | | 143,000 | | | Manufacturing, Support |
| Singapore | | | 353,000 | | | Design, Manufacturing, Storage, Support |
| South Africa(2) | | | 30,000 | | | Support |
| Spain | | | 788,000 | | | Design, Manufacturing, Storage, Support |
| Sweden | | | 1,000 | | | Support |
| Taiwan | | | 1,210,000 | | | Design, Manufacturing, Support |
| Ukraine | | | 259,000 | | | Manufacturing |
| United States(2) | | | 8,497,000 | | | Design, Manufacturing, Prototype Manufacturing, Prototype Design, Support, Storage |
| Vietnam | | | 293,000 | | | Manufacturing |
| Total as of August 31, 2018 | | | 44,613,000 | | | |
| (1) | The facilities located in Chartes, France and Chennai, India are no longer used in our business operations. |
| --- | --- |
| (2) | A portion of the facilities located in Valinhos, Brazil; Chengdu, Wuhan and Yantai, China; St. Petersburg, Florida; Hanover Park, Illinois; Waterford, Ireland; Marcianise, Italy; Guadalajara, Mexico; Kwidzyn, Poland; Tver, Russia; Livingston, Scotland; Johannesburg, South Africa; and Memphis, Tennessee are not currently used in business operations. |
| (3) | The properties in China include approximately 5.9 million square feet of leased property in Chengdu, approximately 4.2 million square feet of property in Huangpu (of which approximately 2.6 million is owned and approximately 1.6 million is leased) and approximately 6.0 million square feet of property in Wuxi (of which approximately 5.2 million is leased and 0.8 million is owned). |
The majority of the square footage in the table above is active manufacturing space.
##### [Table of Contents](#toc)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11 rewritten, 6 added, 23 removed, 17 unchanged
[removed: | (1) |] [added: Our common stock trades on the New York Stock Exchange under the symbol “JBL.”] See [removed: further] discussion of our cash dividends declared to common shareholders in Note 11—“Stockholders’ Equity” to the Consolidated Financial Statements. [removed: |]
On October [removed: 9, 2018,] [added: 14, 2019,] the closing sales price for our common stock as reported on the New York Stock Exchange was [removed: $24.71.][added: $35.64.]
As of October [removed: 9, 2018,] [added: 14, 2019,] there were [removed: 1,380] [added: 1,313] holders of record of our common stock.
The performance graph and table show a comparison of cumulative total stockholder return, assuming the reinvestment of dividends, from a $100 investment in the common stock of Jabil over the five-year period ending August 31, [removed: 2018,] [added: 2019,] with the cumulative stockholder return of the (1) S&P MidCap 400 Index and (2) peer group which includes Celestica Inc., Catcher Technology Co., Ltd, Flex Ltd., Hon-Hai Precision Industry Co. Ltd, Plexus Corp., and Sanmina Corp.
[removed: ][added: ]
| August 31 | | [removed: 2013 | | | |] 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | [added: | 2019 | | |]
| S&P MidCap 400 Index – Total Returns | | | 100 | | | | [removed: 123] [added: 100] | | | | [removed: 123] [added: 112] | | | | [removed: 138] [added: 126] | | | | [removed: 156] [added: 151] | | | | [removed: 187] [added: 142] | |
The following table provides information relating to our repurchase of common stock during the three months ended August 31, [removed: 2018:][added: 2019:]
| Period | | Total Number of Shares Purchased(1) | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced [removed: Program(2)(3)] [added: Program(2)] | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in [removed: thousands)] [added: thousands)(2)] | | |
| (1) | The purchases include amounts that are attributable to shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock [removed: awards] [added: units] and the exercise of stock options and stock appreciation rights, their tax withholding obligations. |
| [removed: (3)] [added: (2)] | In [removed: June 2018,] [added: September 2019,] our Board of Directors [added: (“the Board”)] authorized the repurchase of up to [removed: $350.0] [added: $600.0] million of our common stock as publicly announced in a press release on [removed: June 14, 2018 (the “2018] [added: September 24, 2019 (“the 2020] Share Repurchase Program”). [removed: The 2018 Share Repurchase Program expires on August 31, 2019.] [added: From September 24, 2019 through October 14, 2019, we repurchased 874,475 shares, utilizing a total of $30.8 million of the $600.0 million authorized by our Board of Directors.] |
| Jabil Inc. | | $ | 100 | | | $ | 91 | | | $ | 101 | | | $ | 152 | | | $ | 145 | | | $ | 143 | |
| Peer Group | | | 100 | | | | 88 | | | | 91 | | | | 145 | | | | 110 | | | | 82 | |
| June 1, 2019 - June 30, 2019 | | | 45 | | | $ | 26.92 | | | | — | | | $ | — | |
| July 1, 2019 - July 31, 2019 | | | 633 | | | $ | 30.92 | | | | — | | | $ | — | |
| August 1, 2019 - August 31, 2019 | | | — | | | $ | — | | | | — | | | $ | — | |
| Total | | | 678 | | | $ | 30.65 | | | | — | | | | | |
Our common stock trades on the New York Stock Exchange under the symbol “JBL.” The following table sets forth the high and low intraday sales prices per share for our common stock as reported on the New York Stock Exchange and the cash dividends declared per share for the fiscal periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Sales Price per Share | | | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Year 2018 | | | | | | | | Fiscal Year 2017 | | | | | | | | Dividends per Share(1) | | | | | | |
| | | High | | | | Low | | | | High | | | | Low | | | | Fiscal Year 2018 | | | | Fiscal Year 2017 | | |
| First Quarter | | $ | 31.60 | | | $ | 27.29 | | | $ | 23.85 | | | $ | 20.32 | | | $ | 0.08 | | | $ | 0.08 | |
| Second Quarter | | $ | 29.03 | | | $ | 23.70 | | | $ | 26.34 | | | $ | 20.43 | | | $ | 0.08 | | | $ | 0.08 | |
| Third Quarter | | $ | 31.77 | | | $ | 26.16 | | | $ | 30.00 | | | $ | 25.69 | | | $ | 0.08 | | | $ | 0.08 | |
| Fourth Quarter | | $ | 29.92 | | | $ | 26.39 | | | $ | 31.70 | | | $ | 28.27 | | | $ | 0.08 | | | $ | 0.08 | |
| --- | --- |
| Jabil Inc. | | $ | 100 | | | $ | 96 | | | $ | 88 | | | $ | 97 | | | $ | 146 | | | $ | 139 | |
| Peer Group | | | 100 | | | | 157 | | | | 138 | | | | 143 | | | | 228 | | | | 172 | |
| June 1, 2018 - June 30, 2018 | | | 1,330,709 | | | $ | 27.66 | | | | 1,330,128 | | | $ | 447,037 | |
| July 1, 2018 - July 31, 2018 | | | 1,629,279 | | | $ | 28.42 | | | | 1,627,406 | | | $ | 400,795 | |
| August 1, 2018 - August 31, 2018 | | | 1,791,201 | | | $ | 28.36 | | | | 1,791,201 | | | $ | 350,000 | |
| Total | | | 4,751,189 | | | $ | 28.18 | | | | 4,748,735 | | | | | |
| (2) | In July 2017, our Board of Directors authorized the repurchase of up to $450.0 million of our common stock as publicly announced in a press release issued on July 20, 2017 (the “2017 Share Repurchase Program”). The 2017 Share Repurchase Program expired on August 31, 2018. No authorization remains under the 2017 Share Repurchase Program. |
Issuer Sale of Unregistered Securities
On August 16, 2018, as part of a commercial transaction with a third party, the Company issued a cash settled restricted stock appreciation right.
The instrument has a ten-year term and will vest biannually, subject to the satisfaction of performance conditions.
Assuming full vesting and exercise at the end of the term, the aggregate amount to be paid by the Company would not in any case exceed $26.0 million.
The instrument was issued pursuant to the private placement exemption in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 6. Selected Financial Data
22 rewritten, 3 added, 5 removed, 44 unchanged
| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |
| Net revenue | | $ | [removed: 22,095,416] [added: 25,282,320] | | | $ | [removed: 19,063,121] [added: 22,095,416] | | | $ | [removed: 18,353,086] [added: 19,063,121] | | | $ | [removed: 17,899,196] [added: 18,353,086] | | | $ | [removed: 15,762,146] [added: 17,899,196] | |
| Operating income | | | [removed: 542,153] [added: 701,356] | | | | [removed: 410,230] [added: 542,153] | | | | [removed: 522,833] [added: 410,230] | | | | [removed: 555,411] [added: 522,833] | | | | [removed: 204,074] [added: 555,411] | |
| Income from continuing operations before tax | | | [removed: 373,401] [added: 450,704] | | | | [removed: 256,233] [added: 373,401] | | | | [removed: 387,045] [added: 256,233] | | | | [removed: 431,646] [added: 387,045] | | | | [removed: 72,123] [added: 431,646] | |
| Income [removed: (loss)] from continuing operations, net of tax | | | [removed: 87,541] [added: 289,474] | | | | [removed: 127,167] [added: 87,541] | | | | [removed: 254,896] [added: 127,167] | | | | [removed: 294,185] [added: 254,896] | | | | [removed: (1,588] [added: 294,185] | [removed: )] |
| Discontinued operations, net of tax(1) | | | — | | | | — | | | | — | | | | [removed: (8,573] [added: —] | [removed: )] | | | [removed: 243,853] [added: (8,573] | [added: )] |
| Net income | | | [removed: 87,541] [added: 289,474] | | | | [removed: 127,167] [added: 87,541] | | | | [removed: 254,896] [added: 127,167] | | | | [removed: 285,612] [added: 254,896] | | | | [removed: 242,265] [added: 285,612] | |
| Net income attributable to Jabil Inc. | | $ | [removed: 86,330] [added: 287,111] | | | $ | [removed: 129,090] [added: 86,330] | | | $ | [removed: 254,095] [added: 129,090] | | | $ | [removed: 284,019] [added: 254,095] | | | $ | [removed: 241,313] [added: 284,019] | |
| Income [removed: (loss)] from continuing operations, net of tax | | $ | [removed: 0.50] [added: 1.85] | | | $ | [removed: 0.71] [added: 0.50] | | | $ | [removed: 1.33] [added: 0.71] | | | $ | [removed: 1.51] [added: 1.33] | | | $ | [removed: (0.01] [added: 1.51] | [removed: )] |
| Discontinued operations, net of tax(1) | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: (0.04] [added: —] | [removed: )] | | $ | [removed: 1.20] [added: (0.04] | [added: )] |
| Net income | | $ | [removed: 0.50] [added: 1.85] | | | $ | [removed: 0.71] [added: 0.50] | | | $ | [removed: 1.33] [added: 0.71] | | | $ | [removed: 1.47] [added: 1.33] | | | $ | [removed: 1.19] [added: 1.47] | |
| Income [removed: (loss)] from continuing operations, net of tax | | $ | [removed: 0.49] [added: 1.81] | | | $ | [removed: 0.69] [added: 0.49] | | | $ | [removed: 1.32] [added: 0.69] | | | $ | [removed: 1.49] [added: 1.32] | | | $ | [removed: (0.01] [added: 1.49] | [removed: )] |
| Net income | | $ | [removed: 0.49] [added: 1.81] | | | $ | [removed: 0.69] [added: 0.49] | | | $ | [removed: 1.32] [added: 0.69] | | | $ | [removed: 1.45] [added: 1.32] | | | $ | [removed: 1.19] [added: 1.45] | |
| Working capital(2) | | $ | [removed: 319,050] [added: (187,020] | [added: )] | | $ | [removed: (243,910] [added: 319,050] | [removed: )] | | $ | [removed: 280,325] [added: (243,910] | [added: )] | | $ | [removed: 191,168] [added: 280,325] | | | $ | [removed: 1,037,920] [added: 191,168] | |
| Total assets | | $ | [removed: 12,045,641] [added: 12,970,475] | | | $ | [removed: 11,095,995] [added: 12,045,641] | | | $ | [removed: 10,322,677] [added: 11,095,995] | | | $ | [removed: 9,591,600] [added: 10,322,677] | | | $ | [removed: 8,479,746] [added: 9,591,600] | |
| Current installments of notes payable and long-term debt | | $ | [removed: 25,197] [added: 375,181] | | | $ | [removed: 444,255] [added: 25,197] | | | $ | [removed: 44,689] [added: 444,255] | | | $ | [removed: 321,964] [added: 44,689] | | | $ | [removed: 11,750] [added: 321,964] | |
| Notes payable and long-term debt, less current installments | | $ | [removed: 2,493,502] [added: 2,121,284] | | | $ | [removed: 1,606,017] [added: 2,493,502] | | | $ | [removed: 2,046,655] [added: 1,606,017] | | | $ | [removed: 1,308,663] [added: 2,046,655] | | | $ | [removed: 1,639,916] [added: 1,308,663] | |
| Total Jabil Inc. stockholders’ equity | | $ | [removed: 1,950,257] [added: 1,887,443] | | | $ | [removed: 2,353,514] [added: 1,950,257] | | | $ | [removed: 2,438,171] [added: 2,353,514] | | | $ | [removed: 2,314,856] [added: 2,438,171] | | | $ | [removed: 2,241,828] [added: 2,314,856] | |
| Common stock shares outstanding | | | [removed: 164,588] [added: 153,520] | | | | [removed: 177,728] [added: 164,588] | | | | [removed: 186,998] [added: 177,728] | | | | [removed: 192,068] [added: 186,998] | | | | [removed: 194,114] [added: 192,068] | |
| Acquisition of property, plant and equipment | | $ | [removed: (1,036,651] [added: (1,005,480] | ) | | $ | [removed: (716,485] [added: (1,036,651] | ) | | $ | [removed: (924,239] [added: (716,485] | ) | | $ | [removed: (963,145] [added: (924,239] | ) | | $ | [removed: (624,060] [added: (963,145] | ) |
| Proceeds and advances from sale of property, plant and equipment | | $ | [removed: 350,291] [added: 218,708] | | | $ | [removed: 175,000] [added: 350,291] | | | $ | [removed: 26,031] [added: 175,000] | | | $ | [removed: 15,784] [added: 26,031] | | | $ | [removed: 161,138] [added: 15,784] | |
| Payments to acquire treasury stock | | $ | [removed: (450,319] [added: (350,323] | ) | | $ | [removed: (306,640] [added: (450,319] | ) | | $ | [removed: (148,340] [added: (306,640] | ) | | $ | [removed: (85,576] [added: (148,340] | ) | | $ | [removed: (260,274] [added: (85,576] | ) |
| Discontinued operations, net of tax(1) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (0.04 | ) |
| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |
| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash dividends declared per common share | | $ | 0.32 | | | $ | 0.32 | | | $ | 0.32 | | | $ | 0.32 | | | $ | 0.32 | |
##### [Table of Contents](#toc)
| Net cash provided by operating activities | | $ | 933,850 | | | $ | 1,256,643 | | | $ | 916,207 | | | $ | 1,240,528 | | | $ | 499,639 | |
Item 9A. Controls and Procedures
6 rewritten, 8 added, 0 removed, 12 unchanged
We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of August 31, [removed: 2018.][added: 2019.]
We assessed the effectiveness of our internal control over financial reporting as of August 31, [removed: 2018.][added: 2019.]
Management’s report on internal control over financial reporting as of August 31, [removed: 2018] [added: 2019] is incorporated herein at Item 15.
Ernst & Young LLP, our independent registered public accounting firm, issued an audit report on the effectiveness of our internal control over financial reporting as of August 31, [removed: 2018,] [added: 2019,] which is incorporated herein at Item 15.
Notwithstanding the foregoing limitations on the effectiveness of controls, we have reached the conclusions set forth in Management’s report on internal control over financial reporting as of August 31, [removed: 2018.][added: 2019.]
For our fiscal quarter ended August 31, [removed: 2018,] [added: 2019,] we did not identify any modifications to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The SEC’s general guidance permits the exclusion of an assessment of the effectiveness of a registrant’s controls and procedures as they relate to its internal control over financial reporting for an acquired business during the first year following such acquisition if, among other circumstances and factors, there is not an adequate amount of time between the acquisition date and the date of assessment.
On February 25, 2019 and April 29, 2019, we completed the initial closing and second closing, respectively, of our acquisition of certain assets of Johnson & Johnson Medical Devices Companies (“JJMD”).
In accordance with the SEC guidance, the scope of our evaluation of internal controls over financial reporting as of August 31, 2019 did not include the internal control over financial reporting of these acquired operations.
Assets acquired from JJMD represent 1.8% of our total consolidated assets at August 31, 2019.
Net revenue generated by JJMD subsequent to the dates of acquisition represents 1.3% of our consolidated net revenue for the fiscal year ended August 31, 2019.
We continue to evaluate internal controls over financial reporting for these acquired operations.
From the acquisition dates to August 31, 2019, the processes and systems of the acquired operations did not significantly impact our internal control over financial reporting.
##### [Table of Contents](#toc)
Item 10. Directors, Executive Officers and Corporate Governance
2 rewritten, 0 added, 0 removed, 0 unchanged
Information regarding our executive officers is included in Item 1 of Part I of this Report under the heading [removed: “Executive Officers of the Registrant”.][added: “Information about our Executive Officers.”]
The other information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors”, “Beneficial Ownership – [added: Delinquent] Section 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] and “Corporate [removed: Governance] [added: Governance”] and [removed: Board] [added: “Board] of [removed: Directors Matters”] [added: Directors”] in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended August 31, [removed: 2018] [added: 2019] (“Proxy Statement”).
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to the information set forth under the captions “Compensation Matters – Compensation Discussion and Analysis”, [removed: “Corporate Governance and Board] [added: “Board] of Directors [removed: Matters] – Director Compensation”, “Corporate Governance [removed: and Board of Directors Matters] – Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to the information set forth under the captions “Corporate Governance [removed: and Board of Directors Matters”, “Related] [added: – Related] Party Transactions – Certain Related Party Transactions”, [removed: “Determinations] [added: “Corporate Governance –Determinations] of Director Independence” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference to the information set forth under the captions [removed: “Ratification of Appointment of Independent Registered Public Accounting Firm] [added: “Audit Committee Matters] – Principal Accounting Fees and [removed: Services” and] [added: Services”,] “– Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services” [added: and ”– Ratification of Appointment of Independent Registered Public Accounting Firm”] in our Proxy Statement.
Item 15. Exhibits and Financial Statement Schedules
565 rewritten, 541 added, 249 removed, 845 unchanged
| Exhibit [removed: No.] [added: No.] | | Description | | Form | | Exhibit | | Filing Date/ Period End | | |
| 4.3 | | [Form of [removed: 8.250%] [added: 5.625%] Registered Senior Notes issued on [removed: July 18, 2008.](http://www.sec.gov/Archives/edgar/data/898293/000119312508219096/dex412.htm)] [added: November 2, 2010](http://www.sec.gov/Archives/edgar/data/898293/000095012310099512/g25077exv4w1.htm)] | | [removed: 10-K] [added: 8-K] | | [removed: 4.12] [added: 4.1] | | | [removed: 8/31/2008] [added: 11/2/2010] | |
| 4.4 | | [Form of [removed: 7.750%] [added: 4.700%] Registered Senior Notes issued on August [removed: 11, 2009.](http://www.sec.gov/Archives/edgar/data/898293/000119312509173018/dex41.htm)] [added: 3, 2012](http://www.sec.gov/Archives/edgar/data/898293/000119312512337903/d391683dex41.htm)] | | 8-K | | 4.1 | | | [removed: 8/12/09] [added: 8/6/2012] | |
| [removed: 4.7] [added: 4.6] | | [Officers’ Certificate of the Registrant pursuant to the Indenture, dated August [removed: 11, 2009](http://www.sec.gov/Archives/edgar/data/898293/000119312509173018/dex43.htm).] [added: 3, 2012.](http://www.sec.gov/Archives/edgar/data/898293/000119312512337903/d391683dex43.htm)] | | 8-K | | 4.3 | | | [removed: 8/12/2009] [added: 8/6/2012] | |
| [removed: 4.8] [added: 4.5] | | [Officers’ Certificate of the Registrant pursuant to the Indenture, dated November 2, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/898293/000095012310099512/g25077exv4w3.htm)] [added: 2010](http://www.sec.gov/Archives/edgar/data/898293/000095012310099512/g25077exv4w3.htm)] | | 8-K | | 4.3 | | | 11/2/2010 | |
| [removed: 4.10] [added: 4.7] | | [Officers’ Certificate, dated as of January 17, 2018, establishing the 3.950% Senior Notes due 2028.](http://www.sec.gov/Archives/edgar/data/898293/000119312518012295/d460944dex41.htm) | | 8-K | | 4.1 | | | 1/17/2018 | |
| [removed: 10.2†] [added: 10.1†] | | Restated cash or deferred profit sharing plan under section 401(k). (P) | | S-1 | | | | | 3/3/1993 | |
| [removed: 10.3†] [added: 10.2†] | | Form of Indemnification Agreement between the Registrant and its Officers and Directors. (P) | | S-1 | | | | | 3/3/1993 | |
| [removed: 10.4†] [added: 10.3†] | | [Jabil 2002 Stock Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/898293/000095012309052410/g20866exv10w5.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/898293/000095012310094969/g24918exv10w5.htm)] | | 10-K | | 10.5 | | | 8/31/2010 | |
| [removed: 10.4a] [added: 10.3a] | | [Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan Stock Option Agreement (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095014404010550/g91463exv10w6w1.htm) | | 10-K | | 10.6.1 | | | 8/31/2004 | |
| [removed: 10.4b] [added: 10.3b] | | [Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan-French Subplan Stock Option Agreement (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095014404010550/g91463exv10w6w2.htm) | | 10-K | | 10.6.2 | | | 8/31/2004 | |
| [removed: 10.4c] [added: 10.3c] | | [Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan-UK Subplan CSOP Option Certificate (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095014404010550/g91463exv10w6w3.htm) | | [added: |] 10-K | | [added: | |] 10.6.3 | | | [added: |] 8/31/2004 | |
| [removed: 10.4d] [added: 10.3d] | | [Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan-UK Subplan Stock Option Agreement (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095014404010550/g91463exv10w6w4.htm) | | [added: |] 10-K | | [added: | |] 10.6.4 | | | [added: |] 8/31/2004 | |
| [removed: 10.4e] [added: 10.3e] | | [Form of Jabil Circuit, Inc. Restricted Stock Award Agreement (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095012309052410/g20866exv10w5xfy.htm) | | [added: |] 10-K | | [added: | |] 10.5f | | | [added: |] 8/31/2009 | |
| [removed: 10.4f] [added: 10.3f] | | [Form of Jabil Circuit, Inc. Time-Based Restricted Stock Award Agreement (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095012310094969/g24918exv10w5f.htm) | | [added: |] 10-K | | [added: | |] 10.5f | | | [added: |] 8/31/2010 | |
| [removed: 10.4g] [added: 10.3g] | | [Form of Jabil Circuit, Inc. Performance-Based Restricted Stock Award Agreement (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095012310094969/g24918exv10w5g.htm) | | [added: |] 10-K | | [added: | |] 10.5g | | | [added: |] 8/31/2010 | |
| [removed: 10.4h] [added: 10.3h] | | [Form of Stock Appreciation Right Agreement (prior form).](http://www.sec.gov/Archives/edgar/data/898293/000095014405010851/g97797exv10w6w6.htm) | | [added: |] 10-K | | [added: | |] 10.6.6 | | | [added: |] 8/31/2005 | |
| [removed: 10.4i†] [added: 10.3i†] | | [Addendum to the Terms and Conditions of the Jabil Circuit, Inc. 2002 Stock Incentive Plan for Grantees Resident in France.](http://www.sec.gov/Archives/edgar/data/898293/000095014403007733/g83382bexv4w2.htm) | | [added: |] S-8 | | [added: | |] 4.2 | | | [added: |] 6/13/2003 | |
| [removed: 10.4j†] [added: 10.3j†] | | [Schedule to the Jabil Circuit, Inc. 2002 Stock Incentive Plan for Grantees Resident in the United [removed: Kingdom](http://www.sec.gov/Archives/edgar/data/898293/000095014402009037/g77728exv4w1.txt).] [added: Kingdom.](http://www.sec.gov/Archives/edgar/data/898293/000095014402009037/g77728exv4w1.txt)] | | [added: |] S-8 | | [added: | |] 4.1 | | | [added: |] 8/16/2002 | |
| [removed: 10.5†] [added: 10.4†] | | [Jabil 2011 [removed: Employee] Stock [removed: Purchase] [added: Award and Incentive] Plan, as [removed: amended.](http://www.sec.gov/Archives/edgar/data/898293/000117494716003496/c454477_def14a.htm)] [added: Amended and Restated.](http://www.sec.gov/Archives/edgar/data/898293/000117494716003496/c454477_def14a.htm#a_109)] | | [added: |] 14A | | [removed: B] | | [added: A] | [added: | | |] 12/9/2016 | |
| [removed: 10.6a] [added: 10.4c] | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS [removed: NON).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w1.htm)] [added: Non-Officer5).](http://www.sec.gov/Archives/edgar/data/898293/000119312516742815/d126783dex106o.htm)] | | [removed: 10-Q] | [added: 10-K] | [removed: 10.1] | | | [removed: 5/31/2011] [added: 10.6o] | | [added: | | 8/31/2016 | |]
| [removed: 10.6b] [added: 10.4h] | | [Form of [removed: Performance-Based] [added: Time-Based] Restricted Stock Unit Award Agreement [removed: (PBRSU EPS OEU).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w2.htm)] [added: (TBRSU OEU).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w6.htm)] | | [added: |] 10-Q | | [removed: 10.2] | | [added: 10.6] | [added: | | |] 5/31/2011 | |
| [removed: 10.6c] [added: 10.4i] | | [Form of [removed: Performance-Based] [added: Time-Based] Restricted Stock Unit Award Agreement [removed: (PBRSU EPS ONEU).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w3.htm)] [added: (TBRSU ONEU).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w7.htm)] | | [added: |] 10-Q | | [removed: 10.3] | | [added: 10.7] | [added: | | |] 5/31/2011 | |
| [removed: 10.6d] [added: 10.4a] | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS Officer – [removed: EU2).](http://www.sec.gov/Archives/edgar/data/898293/000119312514006645/d633608dex101.htm)] [added: EU5).](http://www.sec.gov/Archives/edgar/data/898293/000119312516742815/d126783dex106m.htm)] | | [removed: 10-Q] | [added: 10-K] | [removed: 10.1] | | | [removed: 11/30/2013] [added: 10.6m] | | [added: | | 8/31/2016 | |]
| [removed: 10.6e] [added: 10.4b] | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS Officer – [removed: Non-EU2).](http://www.sec.gov/Archives/edgar/data/898293/000119312514006645/d633608dex102.htm)] [added: Non-EU5).](http://www.sec.gov/Archives/edgar/data/898293/000119312516742815/d126783dex106n.htm)] | | [removed: 10-Q] | [added: 10-K] | [removed: 10.2] | | | [removed: 11/30/2013] [added: 10.6n] | | [added: | | 8/31/2016 | |]
| [removed: 10.6f] [added: 10.4e] | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU [removed: EPS Non-Officer2).](http://www.sec.gov/Archives/edgar/data/898293/000119312514006645/d633608dex103.htm)] [added: TSR Officer – Non-EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex106n.htm)] | | [removed: 10-Q] | [added: 10-K] | [removed: 10.3] | | | [removed: 11/30/2013] [added: 10.6n] | | [added: | | 8/31/2015 | |]
| [removed: 10.6g] [added: 10.4d] | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU [removed: EPS] [added: TSR] Officer – [removed: EU3).](http://www.sec.gov/Archives/edgar/data/898293/000119312514377410/d768514dex107g.htm)] [added: EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex106m.htm)] | | [added: |] 10-K | | [removed: 10.7g] | | [added: 10.6m] | [removed: 8/31/2014] | | [added: | 8/31/2015 | |]
| [removed: 10.6h] [added: 10.5b] | | [Form of [removed: Performance-Based] [added: Jabil Inc.] Restricted Stock Unit Award Agreement (PBRSU EPS [removed: Officer] – [removed: Non-EU3).](http://www.sec.gov/Archives/edgar/data/898293/000119312514377410/d768514dex107h.htm)] [added: Executive – Non-EU)](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex102.htm)] | | [removed: 10-K] | [added: 10-Q] | [removed: 10.7h] | | | [removed: 8/31/2014] [added: 10.2] | | [added: | | 11/30/2018 | |]
| [removed: 10.6i] [added: 10.4g] | | [Form of [removed: Performance-Based] [added: Time-Based] Restricted Stock Unit Award Agreement [removed: (PBRSU EPS-Non-Officer3).](http://www.sec.gov/Archives/edgar/data/898293/000119312514377410/d768514dex107i.htm)] [added: (TBRSU NON).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w5.htm)] | | [removed: 10-K] | [added: 10-Q] | [removed: 10.7i] | | | [removed: 8/31/2014] [added: 10.5] | | [added: | | 5/31/2011 | |]
| [removed: 10.6j] [added: 10.4j] | | [Form of [removed: Performance-Based] [added: Time-Based] Restricted Stock Unit Award Agreement [removed: (PBRSU EPS-Officer – EU4).](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex106j.htm)] [added: (ACQ TBRSU).](http://www.sec.gov/Archives/edgar/data/898293/000119312515230422/d931252dex101.htm)] | | [removed: 10-K] | [added: 10-Q] | [removed: 10.6j] | | | [removed: 8/31/2015] [added: 10.1] | | [added: | | 5/31/2015 | |]
| [removed: 10.6k] [added: 10.5a] | | [Form of [removed: Performance-Based] [added: Jabil Inc.] Restricted Stock Unit Award Agreement (PBRSU [removed: EPS-Officer] [added: EPS] – [removed: Non-EU4).](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex106k.htm)] [added: Executive – EU)](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex101.htm)] | | [removed: 10-K] | [added: 10-Q] | [removed: 10.6k] | | | [removed: 8/31/2015] [added: 10.1] | | [added: | | 11/30/2018 | |]
| [removed: 10.6l] [added: 10.4f] | | [Form of [removed: Performance-Based] [added: Time-Based] Restricted Stock Unit Award Agreement [removed: (PBRSU EPS Non-Officer4).](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex106l.htm)] [added: (TBRSU DIR).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w4.htm)] | | [removed: 10-K] | [added: 10-Q] | [removed: 10.6l] | | | [removed: 8/31/2015] [added: 10.4] | | [added: | | 5/31/2011 | |]
| [removed: 10.6m] [added: 10.5c] | | [Form of [removed: Performance-Based] [added: Jabil Inc.] Restricted Stock Unit Award Agreement (PBRSU [removed: EPS Officer] [added: TSR] – [removed: EU5).](http://www.sec.gov/Archives/edgar/data/898293/000119312516742815/d126783dex106m.htm)] [added: ONEU).](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex103.htm)] | | [removed: 10-K] | [added: 10-Q] | [removed: 10.6m] | | | [removed: 8/31/2016] [added: 10.3] | | [added: | | 11/30/2018 | |]
| [removed: 10.6n] [added: 10.5d] | | [Form of [removed: Performance-Based] [added: Jabil Inc.] Restricted Stock Unit Award Agreement (PBRSU [removed: EPS Officer] [added: TSR] – [removed: Non-EU5).](http://www.sec.gov/Archives/edgar/data/898293/000119312516742815/d126783dex106n.htm)] [added: OEU).](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex104.htm)] | | [removed: 10-K] | [added: 10-Q] | [removed: 10.6n] | | | [removed: 8/31/2016] [added: 10.4] | | [added: | | 11/30/2018 | |]
| [removed: 10.6r] [added: 10.5g] | | [Form of [removed: Time-Based] [added: Jabil Inc.] Restricted Stock Unit Award Agreement [removed: (TBRSU DIR).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w4.htm)] [added: (TBRSU-DIR)](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex107.htm)] | | [added: |] 10-Q | | [removed: 10.4] | | [added: 10.7] | [removed: 5/31/2011] | | [added: | 11/30/2018 | |]
| [removed: 10.6s] [added: 10.5e] | | [Form of [removed: Time-Based] [added: Jabil Inc.] Restricted Stock Unit Award Agreement [removed: (TBRSU NON).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w5.htm)] [added: (TBRSU-ONEU)](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex105.htm)] | | [added: |] 10-Q | | [added: | |] 10.5 | | | [removed: 5/31/2011] | [added: 11/30/2018] | [added: |]
| [removed: 10.6t] [added: 10.5f] | | [Form of [removed: Time-Based] [added: Jabil Inc.] Restricted Stock Unit Award Agreement [removed: (TBRSU OEU).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w6.htm)] [added: (TBRSU-OEU)](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex106.htm)] | | [added: |] 10-Q | | [added: | |] 10.6 | | | [removed: 5/31/2011] | [added: 11/30/2018] | [added: |]
| [removed: 10.6y] [added: 10.4k] | | [Form of [removed: Cash Bonus] [added: Stock Appreciation Right] Award Agreement [removed: (Officer] [added: (SAR Officer] – Non [removed: EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312513144069/d472961dex102.htm)] [added: EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312514377410/d768514dex107q.htm)] | | [removed: 10-Q] | [added: 10-K] | [removed: 10.2] | | | [removed: 2/28/2013] [added: 10.7q] | | [added: | | 8/31/2014 | |]
| [removed: 10.7†] [added: 10.6†] | | [Executive Deferred Compensation Plan.](http://www.sec.gov/Archives/edgar/data/898293/000095012311018473/g26273exv4w1.htm) | | S-8 | | 4.1 | | | 2/25/2011 | |
| [removed: 10.10] [added: 10.7] | | [Amended and Restated Five Year Credit Agreement dated as of [removed: November 8, 2017 among Jabil Inc.;] [added: July 6, 2015, amoung] the [removed: initial] [added: Registraint; the intial] lenders named therein; Citibank, N.A., as administrative agent; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as co-syndication agents; BNP Paribas, Mizuho Bank, Ltd., [added: and] The Bank of [removed: Tokyo-Mitsubishi UFJ, Ltd. and Sumitomo Mitsui Banking Corporation,] [added: Nova Scotia] as documentation agents; and Citigroup Global Markets Inc., JPMorgan [removed: Chase Bank, N.A.,] [added: Securities LLC,] Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Mizuho Bank, [removed: Ltd.,] [added: Ltd. and] The Bank of [removed: Tokyo-Mitsubishi UFJ, Ltd., and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners.](http://www.sec.gov/Archives/edgar/data/898293/000119312517342600/d484653dex101.htm)] [added: Nova Scotia.](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex108.htm)] | | [removed: 8-K] [added: 10-K] | | [removed: 10.1] [added: 10.8] | | | [removed: 11/14/2017] [added: 8/31/2015] | |
EXHIBIT LIST
| 4.8* | | [Description of Jabil Securities](https://www.sec.gov/Archives/edgar/data/898293/000119312519271646/d782178dex48.htm) | | | | | | | | |
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| 10.5† | | [Jabil Inc. 2011 Employee Stock Purchase Plan, as amended](http://www.sec.gov/Archives/edgar/data/898293/000119312519005404/d663336dex108.htm) | | | 10-Q | | | | 10.8 | | | | 11/30/2018 | |
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October 22, 2019
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the operations acquired from Johnson & Johnson Medical Devices Companies (JJMD), which are included in the 2019 consolidated financial statements of the Company and constituted 1.8% of consolidated total assets as of August 31, 2019 and 1.3% of consolidated net revenue for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the operations acquired from JJMD.
October 22, 2019
Adoption of New Accounting Standards
As discussed in Note 18 to the consolidated financial statements, the Company changed its method of accounting for revenue from contracts with customers and certain fulfillment costs in 2019 due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606).
See below for discussion of our related critical audit matter.
EXHIBIT INDEX
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| 1.1 | | [Underwriting Agreement, dated as of January 9, 2018, between the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters listed therein.](http://www.sec.gov/Archives/edgar/data/898293/000119312518012295/d460944dex11.htm) | | 8-K | | 1.1 | | | 1/17/2018 | |
| 4.5 | | [Form of 5.625% Registered Senior Notes issued on November 2, 2010.](http://www.sec.gov/Archives/edgar/data/898293/000095012310099512/g25077exv4w1.htm) | | 8-K | | 4.1 | | | 11/2/2010 | |
| 4.6 | | [Form of 4.700% Registered Senior Notes issued on August 3, 2012.](http://www.sec.gov/Archives/edgar/data/898293/000119312512337903/d391683dex41.htm) | | 8-K | | 4.1 | | | 8/6/2012 | |
| 4.9 | | [Officers’ Certificate of the Registrant pursuant to the Indenture, dated August 3, 2012.](http://www.sec.gov/Archives/edgar/data/898293/000119312512337903/d391683dex43.htm) | | 8-K | | 4.3 | | | 8/6/2012 | |
| 10.1† | | [1992 Stock Option Plan and forms of agreement used thereunder, as amended.](http://www.sec.gov/Archives/edgar/data/898293/0000950144-97-010822.txt) | | S-8 | | 4.1 | | | 10/10/1997 | |
| 10.6† | | [Jabil 2011 Stock Award and Incentive Plan, as Amended and Restated.](http://www.sec.gov/Archives/edgar/data/898293/000117494716003496/c454477_def14a.htm) | | 14A | | A | | | 12/9/2016 | |
| 10.6o | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS Non-Officer5).](http://www.sec.gov/Archives/edgar/data/898293/000119312516742815/d126783dex106o.htm) | | 10-K | | 10.6o | | | 8/31/2016 | |
| 10.6p | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU TSR Officer – EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex106m.htm) | | 10-K | | 10.6m | | | 8/31/2015 | |
| 10.6q | | [Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU TSR Officer – Non-EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312515345706/d48937dex106n.htm) | | 10-K | | 10.6n | | | 8/31/2015 | |
| 10.6u | | [Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU ONEU).](http://www.sec.gov/Archives/edgar/data/898293/000095012311063340/g26940exv10w7.htm) | | 10-Q | | 10.7 | | | 5/31/2011 | |
| 10.6v | | [Form of Time-Based Restricted Stock Unit Award Agreement (ACQ TBRSU).](http://www.sec.gov/Archives/edgar/data/898293/000119312515230422/d931252dex101.htm) | | 10-Q | | 10.1 | | | 5/31/2015 | |
| 10.6w | | [Form of Cash Bonus Award Agreement.](http://www.sec.gov/Archives/edgar/data/898293/000119312513006897/d433962dex101.htm) | | 10-Q | | 10.1 | | | 11/30/2012 | |
| 10.6x | | [Form of Cash Bonus Award Agreement (Officer – EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312513144069/d472961dex101.htm) | | 10-Q | | 10.1 | | | 2/28/2013 | |
| 10.6z | | [Form of Stock Appreciation Right Award Agreement (SAR Officer – Non EU).](http://www.sec.gov/Archives/edgar/data/898293/000119312514377410/d768514dex107q.htm) | | 10-K | | 10.7q | | | 8/31/2014 | |
| 10.8† | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Non-Employee Director).](http://www.sec.gov/Archives/edgar/data/898293/000119312518002956/d458385dex102.htm) | | 10-Q | | 10.2 | | | 11/30/2017 | |
| 10.8a† | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU ONEU).](http://www.sec.gov/Archives/edgar/data/898293/000119312518002956/d458385dex103.htm) | | 10-Q | | 10.3 | | | 11/30/2017 | |
| 10.8b† | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR ONEU)](http://www.sec.gov/Archives/edgar/data/898293/000119312518002956/d458385dex104.htm) | | 10-Q | | 10.4 | | | 11/30/2017 | |
| 10.8c† | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – Executive – Non-EU)](http://www.sec.gov/Archives/edgar/data/898293/000119312518002956/d458385dex105.htm) | | 10-Q | | 10.5 | | | 11/30/2017 | |
| 10.9† | | [Agreement and General Release dated as of June 12, 2017, between Jabil Inc. and William D. Muir, Jr.](http://www.sec.gov/Archives/edgar/data/898293/000119312517201485/d391597dex101.htm) | | 8-K | | 10.1 | | | 6/12/2017 | |
October 19, 2018
| Cash dividends declared per common share | | $ | 0.32 | | | $ | 0.32 | | | $ | 0.32 | |
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| | | Jabil Inc. Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Shares Outstanding | | | | Par Value | | | | Additional Paid-in Capital | | | | Retained Earnings | | | | Other Comprehensive (Loss) Income | | | | Treasury Stock | | | | Noncontrolling Interests | | | | Total Equity | | |
| Balance as of August 31, 2015 | | | 192,068,068 | | | $ | 247 | | | $ | 1,955,104 | | | $ | 1,468,910 | | | $ | (50,854 | ) | | $ | (1,058,551 | ) | | $ | 20,155 | | | $ | 2,335,011 | |
| Treasury shares purchased | | | (7,690,387 | ) | | | — | | | | — | | | | — | | | | — | | | | (148,340 | ) | | | — | | | | (148,340 | ) |
| Declared dividends | | | — | | | | — | | | | — | | | | (62,185 | ) | | | — | | | | — | | | | — | | | | (62,185 | ) |
| Comprehensive income | | | — | | | | — | | | | — | | | | 254,095 | | | | 10,977 | | | | — | | | | 801 | | | | 265,873 | |
| Balance as of August 31, 2016 | | | 186,998,472 | | | $ | 250 | | | $ | 2,034,525 | | | $ | 1,660,820 | | | $ | (39,877 | ) | | $ | (1,217,547 | ) | | $ | 19,326 | | | $ | 2,457,497 | |
| Shares issued upon exercise of stock options | | | 172,620 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Recognition of stock-based compensation | | | — | | | | — | | | | 47,889 | | | | — | | | | — | | | | — | | | | — | | | | 47,889 | |
| Comprehensive income | | | — | | | | — | | | | — | | | | 129,090 | | | | 94,497 | | | | — | | | | (1,923 | ) | | | 221,664 | |
| Purchase of noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (134 | ) | | | (134 | ) |
| Foreign currency adjustments attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (146 | ) | | | (146 | ) |
| Balance as of August 31, 2017 | | | 177,727,653 | | | $ | 253 | | | $ | 2,104,203 | | | $ | 1,730,893 | | | $ | 54,620 | | | $ | (1,536,455 | ) | | $ | 14,830 | | | $ | 2,368,344 | |
| Shares issued upon exercise of stock options | | | 30,832 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
An excerpt. Shown here: 40 of 565 rewritten, 40 of 541 added and 40 of 249 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2019 filing and the FY2018 filing.
Item 16. Form 10-K Summary
14 rewritten, 5 added, 3 removed, 63 unchanged
Date: October [removed: 19, 2018][added: 22, 2019]
| By: | | /s/ TIMOTHY L. MAIN Timothy L. Main | | Chairman of the Board of Directors | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ THOMAS A. SANSONE Thomas A. Sansone | | Vice Chairman of the Board of Directors | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ MARK T. MONDELLO Mark T. Mondello | | Chief Executive Officer and Director (Principal Executive Officer) | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ MICHAEL DASTOOR Michael Dastoor | | Chief Financial Officer (Principal Financial and Accounting Officer) | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ ANOUSHEH ANSARI Anousheh Ansari | | Director | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ MARTHA F. BROOKS Martha F. Brooks | | Director | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ CHRISTOPHER S. HOLLAND Christopher S. Holland | | Director | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ JOHN C. PLANT John C. Plant | | Director | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ STEVEN A. RAYMUND Steven A. Raymund | | Director | | October [removed: 19, 2018] [added: 22, 2019] |
| By: | | /s/ DAVID M. STOUT David M. Stout | | Director | | October [removed: 19, 2018] [added: 22, 2019] |
| (1) | During the fiscal years ended August 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] the additions charged to costs and expenses primarily relate to the increase of deferred tax assets for sites with existing valuation allowances. |
| (2) | During the fiscal year ended August 31, [removed: 2017,] [added: 2019,] the [removed: reductions] [added: additions] charged to other accounts primarily relate to the [removed: decrease] [added: increase] of net operating loss carry forwards due to [removed: non-U.S. unrecognized tax benefits and] [added: the release of] a non-U.S. [added: unrecognized] tax [removed: audit.] [added: benefit.] During the fiscal year ended August 31, [removed: 2016,] [added: 2017,] the [removed: additions] [added: reductions] charged to other accounts primarily [removed: related] [added: relate] to the [removed: recognition] [added: decrease] of [removed: excess tax benefits] [added: net operating loss carry forwards] due to [removed: the early adoption of the new accounting guidance for share-based payment transactions.] [added: non-U.S. unrecognized tax benefits and a non-U.S. tax audit.] |
| (3) | During the fiscal [removed: year] [added: years] ended August 31, [added: 2019 and] 2018, the reductions charged to costs and expenses primarily relate to the decrease of U.S. net operating loss carry forwards and tax credits due to utilization against the one-time transition tax as a result of the Tax Act. During the fiscal year ended August 31, [added: 2019, an additional reduction charged to costs and expenses relates to the $17.5 million income tax benefit for the reversal of a U.S. valuation allowance due to an intangible asset reclassification from indefinite-life to finite-life. During the fiscal year ended August 31,] 2017, the reductions charged to costs and expenses primarily relate to the release of certain non-U.S. valuation allowances. |
| | | | | | | |
| By: | | /s/ KATHLEEN A. WALTERS Kathleen A. Walters | | Director | | October 22, 2019 |
| Fiscal year ended August 31, 2019 | | $ | 15,181 | | | $ | 15,867 | | | $ | — | | | $ | (13,827 | ) | | $ | 17,221 | |
| Fiscal year ended August 31, 2019 | | $ | 60,940 | | | $ | 34,091 | | | $ | — | | | $ | (25,478 | ) | | $ | 69,553 | |
| Fiscal year ended August 31, 2019 | | $ | 223,487 | | | $ | 22,750 | | | $ | 58,117 | | | $ | (16,750 | ) | | $ | 287,604 | |
| Fiscal year ended August 31, 2016 | | $ | 11,663 | | | $ | 292 | | | $ | — | | | $ | (861 | ) | | $ | 11,094 | |
| Fiscal year ended August 31, 2016 | | $ | 43,477 | | | $ | 12,145 | | | $ | — | | | $ | (23,401 | ) | | $ | 32,221 | |
| Fiscal year ended August 31, 2016 | | $ | 304,820 | | | $ | 23,891 | | | $ | 28,238 | | | $ | (12,121 | ) | | $ | 344,828 | |