Jabil (JBL) 10-K risk factor changes: FY2023 vs FY2022
The 2023-08-31 10-K against the 2022-08-31 one, compared heading by heading and sentence by sentence.
Item 1A43 rewritten40 added21 removed305 unchanged
All filing items948 rewritten380 added283 removed1,851 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 3 new, 6 reworded and 26 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 380 added, 283 removed, 948 rewritten and 1,851 unchanged across 13 items that differ.
New Item 1A headings (3)
- We have on occasion not achieved, and may not in the future achieve, expected profitability from our acquisitions; and divestitures may adversely affect our business, reputation, financial condition, results of operations or cash flows.
- We may experience difficulties with consummating the sale of our Mobility business to BYD Electronic (International) Co. Ltd. (“BYDE”).
- Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business.
Removed Item 1A headings (1)
- We have on occasion not achieved, and may not in the future achieve, expected profitability from our acquisitions.
Reworded Item 1A headings (6)
- Our ability to schedule production, manage capital expenditures and maximize the efficiency of our manufacturing capacity is highly dependent on the actions of our customers, who generally do not commit to long-term production schedules, and
[removed: may]cancel orders, change production quantities, delay production[removed: or][added: and/or] change sourcing strategy. - Because we depend on a limited number of customers, a reduction in sales to any one of those customers [added: has and] could [added: again] cause a significant decline in our revenue.
- Introducing new business models or programs requiring implementation of new competencies, such as new process technologies and our development of new products or services, [added: has and] could affect our operations and financial results.
- Our business [added: has and] could be adversely affected by any delays, or increased costs, resulting from common carrier or transportation issues.
- Disruptions to our information systems, including security breaches, losses of data or outages, and other security issues, [added: have and] could [added: in the future] adversely affect our operations.
- An adverse change in the interest rates for our borrowings [added: has and] could adversely affect our financial condition.
A heading is new when no FY2022 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
| Item | Added | Removed | Rewritten | Unchanged | Page headers and footers changed |
|---|---|---|---|---|---|
| Item 1A. Risk Factors | 40 | 21 | 43 | 305 | 0 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 74 | 71 | 186 | 286 | 0 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 6 | 4 | 6 | 12 | 0 |
| Item 1. Business | 30 | 33 | 34 | 217 | 0 |
| Item 3. Legal Proceedings | 0 | 0 | 1 | 0 | 0 |
| Cover and table of contents | 1 | 1 | 28 | 74 | 0 |
| Item 1B. Unresolved Staff Comments | 0 | 0 | 0 | 1 | 0 |
| Item 2. Properties | 2 | 0 | 6 | 9 | 0 |
| Item 4. Mine Safety Disclosures | 0 | 0 | 0 | 2 | 0 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 | 5 | 13 | 11 | 0 |
| Item 6. [Reserved] | 0 | 0 | 0 | 0 | 0 |
| Item 8. Financial Statements and Supplementary Data | 0 | 0 | 0 | 2 | 0 |
| Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 0 | 0 | 0 | 1 | 0 |
| Item 9A. Controls and Procedures | 0 | 0 | 6 | 12 | 0 |
| Item 9B. Other Information | 2 | 16 | 0 | 1 | 0 |
| Item 10. Directors, Executive Officers and Corporate Governance | 0 | 0 | 1 | 1 | 0 |
| Item 11. Executive Compensation | 0 | 0 | 0 | 1 | 0 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 0 | 0 | 0 | 1 | 0 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 0 | 0 | 0 | 1 | 0 |
| Item 14. Principal Accounting Fees and Services | 0 | 0 | 0 | 2 | 0 |
| Item 15. Exhibits and Financial Statement Schedules | 212 | 129 | 609 | 863 | 0 |
| Item 16. Form 10-K Summary | 7 | 3 | 15 | 49 | 0 |
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
43 rewritten, 40 added, 21 removed, 305 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
Our ability to schedule production, manage capital expenditures and maximize the efficiency of our manufacturing capacity is highly dependent on the actions of our customers, who generally do not commit to long-term production schedules, and [removed: may] cancel orders, change production quantities, delay production [removed: or] [added: and/or] change sourcing strategy.
Because we [removed: may] make capital expenditures during this ramping-up process and do not receive 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.
Our global operations expose us to [removed: the] COVID-19 [removed: pandemic,] [added: and its variants,] which [removed: has] [added: have] had and [removed: will continue to] [added: may in the future again] have an adverse impact on our employees, operations, supply chain and distribution system.
Public and private sector policies and initiatives to reduce the transmission of COVID-19, including travel restrictions and quarantines, have and [removed: are impacting] [added: may have again in the future impact] our operations, including affecting the ability of our employees to get to our facilities, reducing capacity utilization levels, causing certain facility or intermittent business [removed: closures,] [added: suspensions,] and interrupting the movement or increasing the cost of moving components and products through our supply chain.
If [removed: additional] factory [removed: closures] [added: suspensions] are required or reductions in capacity utilization levels [removed: occur,] [added: occur in the future,] we [added: would] expect to incur additional direct costs and lost revenue.
Our suppliers have experienced facility closures or reductions in their capacity utilization [removed: levels, which] [added: levels and may experience closures or reductions again] in [removed: some cases are ongoing.][added: the future.]
When this [removed: occurs] [added: occurs,] we have and may in the future again have difficulty sourcing materials necessary to fulfill production requirements which could lead to higher material and freight costs.
Because we depend on a limited number of customers, a reduction in sales to any one of those customers [added: has and] could [added: again] cause a significant decline in our revenue.
In the past there have been industry wide conditions, [added: pandemics,] natural disasters and global events that have caused material and component [removed: shortages and shortages from the COVID-19 pandemic are ongoing.][added: shortages.]
In fiscal year [removed: 2022,] [added: 2023,] our supply chain was impacted by component shortages, most notably in the semiconductor industry.
If a component shortage is threatened or anticipated, we [added: have and] may [added: in the future] purchase such components early to avoid a delay or interruption in our operations.
Purchasing components early may cause us to incur additional inventory carrying costs and may cause us to experience inventory obsolescence, both of which may not be recoverable from our customers and could adversely affect our [added: gross profit margins and results of operations.]
There is less demonstration of market acceptance of their products making it harder for us to anticipate requirements [removed: than with] [added: as compared to] established customers.
Our credit risk on these customers, especially in trade accounts receivable and inventories, and the risk that these customers will be unable to fulfill indemnification obligations to [removed: us] [added: us,] are potentially increased.
Introducing new business models or programs requiring implementation of new competencies, such as new process technologies and our development of new products or services, [added: has and] could affect our operations and financial results.
The significant purchasing power and market power of these competitors, many of which are large companies, [added: has and] could increase pricing and competitive pressures for us.
Our business [added: has and] could be adversely affected by any delays, or increased costs, resulting from common carrier or transportation issues.
Problems suffered by any of these common carriers, including natural disaster, pandemic, labor problems, increased energy prices, or criminal activity, [added: has and] could result in shipping delays for products or materials, increased costs or other supply chain disruptions, and could therefore have a negative impact on our ability to receive products from suppliers and deliver products to customers, resulting in a material adverse effect on our operations.
The acquisition and implementation of new technologies and equipment and the offering of new or additional services to our customers [added: has in the past and] may [added: again in the future] require significant expense or capital investment, which could reduce our operating margins and our operating results.
- international trade disputes [added: have and] could result in tariffs and other protectionist measures that [added: have and] could adversely affect our business.
Tariffs [added: have and] 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.
[added: 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.
International trade disputes or political differences with China [added: have and] could result in tariffs and other measures that could adversely affect the Company’s business.
The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement and control over [removed: economic growth.]
We have on occasion not achieved, and may not in the future achieve, expected profitability from our [removed: acquisitions.][added: acquisitions; and divestitures may adversely affect our business, reputation, financial condition, results of operations or cash flows.]
We have in the past and will continue to seek and complete [removed: acquisitions.][added: acquisitions and divestitures.]
[added: - Operating risks, such as: (1) the diversion of management’s attention and resources to the integration of the acquired businesses and their employees and to the management of expanding operations; (2) the risk that the acquired businesses will fail to maintain the quality of services that we have historically provided; (3) the need to implement] financial and other systems and add management resources; (4) the need to maintain customer, supplier or other favorable business relationships of acquired operations and restructure or terminate unfavorable relationships; (5) the potential for deficiencies in internal controls of the acquired operations; (6) the inability to attract and retain the employees necessary to support the acquired businesses; (7) potential inexperience in a line of business that is either new to us or that has become materially more significant to us as a result of the transaction; (8) unforeseen difficulties (including any unanticipated liabilities) in the acquired operations; (9) the impact on us of any unionized work force we may acquire or any labor disruptions that might occur; (10) the possibility that the acquired business’s past transactions or practices before our acquisition may lead to future commercial or regulatory risks; (11) the difficulty of [removed: presenting a unified corporate image; (12) the possibility that we will have unutilized capacity due to our acquisition activity; (13) when acquiring an operation from a customer and continuing or entering into a supply arrangement, our inability to meet the expectations of the customer as to volume, product quality, timeliness and cost reductions.]
[removed: Most] [added: Many] of our acquisitions involve operations outside of the U.S., which are subject to various risks including those described in “Risk Factors – We derive a substantial majority of our revenue from our international operations, which may be subject to a number of risks and often require more management time and expense than our domestic operations.”
Disruptions to our information systems, including security breaches, losses of data or outages, and other security issues, [added: have and] could [added: in the future] adversely affect our operations.
We rely on information systems, some of which are [removed: owned and operated] [added: managed] by third parties, to store, process and transmit confidential information, including financial reporting, inventory management, procurement, invoicing and electronic communications, belonging to our customers, our suppliers, our employees and/or us.
We [removed: attempt to] monitor and mitigate our exposure to cybersecurity issues and modify our systems when warranted and we have implemented certain business continuity items including data backups at alternative sites.
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, [added: computer viruses, cyberattacks and] security breaches, [removed: phishing, cyberattacks] [added: ranging from uncoordinated individual attempts to gain unauthorized access to our IT systems to sophisticated] and [removed: computer viruses.][added: targeted measures.]
The increased use of mobile technologies and the internet of things can [added: heighten these and other operational risks.]
In addition, we must comply with increasingly complex regulations intended to protect business and personal data in the U.S. and [removed: elsewhere.][added: globally.]
[removed: Our failure or our customers’ failure to comply with the terms of such arrangements could expose us to claims or] other demands and could have an adverse effect on our reputation, customer relationships, profitability and results of operations.
The FDA, through periodic inspections and post-market surveillance, continuously and rigorously monitors compliance with these QSR requirements and other applicable [added: regulatory requirements.]
We may be responsible for claims that our services, designs, technologies, products, or components, equipment or [added: processes we supply or use, infringe, misappropriate or otherwise violate third party intellectual property rights.]
In addition, our effective tax rate [added: has been and] may be increased by changes in the mix of 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 laws, or other legislative changes.
An adverse change in the interest rates for our borrowings [added: has and] could adversely affect our financial condition.
If certain economic or fiscal issues occur, interest rates [added: have and] could rise, which would increase our interest costs and reduce our net income.
Component availability may be impacted by a supplier’s decision to change part design, performance specifications, manufacturing process, manufacturing locations and/or use of subcontractors, or by both planned and unforeseen product discontinuation.
- the attacks on Israel, the possibility of military activity in countries near or adjacent to Israel, and the sanctions and other actions that have or may be taken by other governments around the world in response could impact the Company although we have limited business in Israel;
economic growth.
presenting a unified corporate image; (12) the possibility that we will have unutilized capacity due to our acquisition activity; (13) when acquiring an operation from a customer and continuing or entering into a supply arrangement, our inability to meet the expectations of the customer as to volume, product quality, timeliness and cost reductions.
In addition, divestitures involve significant risks, including without limitation, difficulty finding financially sufficient buyers or selling on acceptable terms in a timely manner.
Divestitures could adversely affect our profitability and, under certain circumstances, require us to record impairment charges or a loss as a result of the transaction.
In addition, completing divestitures is costly, diverts management’s attention and could leave us with certain continuing liabilities.
These and other factors could harm our ability to achieve anticipated levels of profitability or realize other anticipated benefits of an acquisition or divestiture and could adversely affect our business and operating results.
We may experience difficulties with consummating the sale of our Mobility business to BYD Electronic (International) Co. Ltd. (“BYDE”).
Through our indirect subsidiary, Jabil Circuit (Singapore) Pte.
Ltd., we have agreed to sell our Mobility business to BYDE as announced on September 26, 2023.
The transaction has not yet closed, and a number of risks and challenges may arise in consummating the divestiture, including:
- The occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement;
- The failure to satisfy closing conditions and consummate the potential transaction;
- Jabil’s or BYDE’s ability to obtain required regulatory approvals for the potential transaction and the timing and conditions for such approvals; and
- The ability to obtain any approval required from the stockholders of BYDE or required consents of other third parties.
In addition, we might experience disruption from the potential transaction, including potential adverse changes to relationships with customers, employees, suppliers or other parties resulting from the failure to consummate the potential transaction; potential proceedings relating to the potential transaction that could be instituted against Jabil; unexpected costs or unexpected liabilities that may arise from the potential transaction, whether or not consummated; the inability to retain key personnel; the impact of changes in economic, market, political or social conditions; and future regulatory or legislative actions that could adversely affect us.
We have and may be required to take additional charges in the future to align our operations and cost structures with global economic conditions, market demands, cost competitiveness, and our geographic footprint as it relates to our customers' production requirements or following divestitures.
We may consolidate or divest certain manufacturing facilities or transfer certain of our operations to other geographies.
If we are required to take additional restructuring charges in the future, our operating results, financial condition, and cash flows could be adversely impacted.
These include industrial espionage attacks, data theft, malware, phishing, ransomware attacks, or other cybersecurity threats or incidents.
In many cases, these laws apply not only to third-party transactions, but also restrict transfers of personal information among the Company and its international subsidiaries.
Several jurisdictions have passed laws in this area, and additional jurisdictions are considering imposing additional restrictions or have laws that are pending.
These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction.
Complying with emerging and changing requirements causes the Company to incur substantial costs and has required and may in the future require the Company to change its business practices.
Our failure or our customers’ failure to comply with the terms of such arrangements could expose us to claims or
In August 2022, the U.S. government enacted the Inflation Reduction Act (the “IRA”) which includes a 15% book income alternative minimum tax on certain corporations and a 1% excise tax on share repurchases.
Based on our current analysis of the provisions, we do not expect these tax law changes to have a material impact on our financial statements; however, we will continue to evaluate their impact as further information becomes available.
The European Union (EU) and other countries have committed to enacting substantial changes that would reshape international tax rules, including the introduction of a global minimum tax.
In December 2022, the EU approved a directive requiring member states to incorporate a 15% global minimum tax applied on a country-by-country basis into their respective laws effective for fiscal years beginning on or after December 31, 2023.
In addition, several non-EU countries have recently proposed and/or adopted legislation consistent with the global minimum tax framework.
Although the timing and ultimate impacts of any such changes are uncertain, our effective tax rate and cash tax liability could be adversely impacted by the enactment of these rules.
If, however, these hedging activities are not successful, if the counterparties to these
Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion.
In addition, we make statements about our environmental, social and governance goals and initiatives through our sustainability report.
Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, and requires investments.
We cannot guarantee that we will achieve our goals and initiatives.
Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or
international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.
While we have taken numerous steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will be successful.
To date, COVID-19 has increased our expenses, primarily related to additional labor costs and the procurement of personal protection equipment for our employees globally, and has caused a reduction in factory utilization due to travel disruptions and restrictions.
COVID-19 continues to spread across the globe and is impacting worldwide economic activity, including our global manufacturing production sites.
Our suppliers may experience closures or reductions again in the future.
COVID-19 has also impacted our customers and creates unpredictable reductions or increases in demand for our manufacturing services.
While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures are not always successful and we have been required to temporarily close facilities or take other measures.
In addition, responding to the continuing pandemic diverts management’s attention from our key strategic priorities, and may cause us to reduce, delay, alter or abandon initiatives that may otherwise increase our long-term value or otherwise disrupt our business operations.
While we are staying in close communication with our sites, employees, customers, suppliers and logistics partners and acting to mitigate the impact of this dynamic and evolving situation, the duration and extent of the effect of COVID-19 on Jabil is not determinable.
In addition, the impact of the COVID-19 pandemic could exacerbate the other risks we face.
gross profit margins and results of operations.
These components may be of lesser quality than those we have historically purchased and could cause us to incur costs to bring such components up to our quality levels or to replace defective ones.
Furthermore, there can be no
- Operating risks, such as: (1) the diversion of management’s attention and resources to the integration of the acquired businesses and their employees and to the management of expanding operations; (2) the risk that the acquired businesses will fail to maintain the quality of services that we have historically provided; (3) the need to implement
We regularly face attempts by others to access our information systems in an unauthorized manner, to introduce malicious software to such systems or both.
heighten these and other operational risks.
regulatory requirements.
processes we supply or use, infringe, misappropriate or otherwise violate third party intellectual property rights.
The Organization for Economic Cooperation and Development (OECD), along with the G20, issued an inclusive framework in October 2021 on Base Erosion and Profit Shifting which may result in legislative changes that could reshape international tax rules, including the introduction of a global minimum tax.
Our effective tax rate could be adversely impacted if these provisions are adopted.
As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impacts of any such changes on our tax obligations are uncertain.
We are susceptible to losses and interruptions caused by hurricanes (including in Florida,
An excerpt. Shown here: 40 of 43 rewritten, all 40 added and all 21 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2023 filing and the FY2022 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
186 rewritten, 74 added, 71 removed, 286 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
Our EMS segment is a high volume business that produces product at a quicker rate (i.e. cycle time) and in larger quantities and includes customers primarily in the 5G, wireless and cloud, digital print and retail, industrial and [removed: semi-cap,] [added: semi-capital equipment,] and networking and storage industries.
The expenses of these R&D activities are reflected in the research and development line item within our Consolidated [removed: Statement] [added: Statements] of Operations.
Changes in the fair market value of such hedging instruments are reflected within the Consolidated [removed: Statement] [added: Statements] of Operations and the Consolidated [removed: Statement] [added: Statements] of Comprehensive Income.
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Net revenue | | | $ | [removed: 33,478] [added: 34,702] | | | | | $ | [removed: 29,285] [added: 33,478] | | | | | $ | [removed: 27,266] [added: 29,285] | |
| Gross profit | | | $ | [removed: 2,632] [added: 2,867] | | | | | $ | [removed: 2,359] [added: 2,632] | | | | | $ | [removed: 1,931] [added: 2,359] | |
| Operating income | | | $ | [removed: 1,393] [added: 1,537] | | | | | $ | [removed: 1,055] [added: 1,393] | | | | | $ | [removed: 500] [added: 1,055] | |
| Net income attributable to Jabil Inc. | | | $ | [removed: 996] [added: 818] | | | | | $ | [removed: 696] [added: 996] | | | | | $ | [removed: 54] [added: 696] | |
| Earnings per share – basic | | | $ | [removed: 7.06] [added: 6.15] | | | | | $ | [removed: 4.69] [added: 7.06] | | | | | $ | [removed: 0.36] [added: 4.69] | |
| Earnings per share – diluted | | | $ | [removed: 6.90] [added: 6.02] | | | | | $ | [removed: 4.58] [added: 6.90] | | | | | $ | [removed: 0.35] [added: 4.58] | |
| | | | August 31, [removed: 2022] [added: 2023(1)] | | | | | | May 31, [removed: 2022] [added: 2023] | | | | | | August 31, [removed: 2021] [added: 2022] | | |
| Sales [removed: cycle(1)] [added: cycle(2)] | | | [removed: 32] [added: 43] days | | | | | | [removed: 37] [added: 48] days | | | | | | [removed: 19] [added: 32] days | | |
| Inventory turns [removed: (annualized)(2)] [added: (annualized)(3)] | | | 5 turns | | | | | | 4 turns | | | | | | 5 turns | | |
| Days in accounts [removed: receivable(3)] [added: receivable(4)] | | | 40 days | | | | | | [removed: 35] [added: 38] days | | | | | | [removed: 38] [added: 40] days | | |
| Days in [removed: inventory(4)] [added: inventory(5)] | | | [removed: 79] [added: 80] days | | | | | | [removed: 85] [added: 84] days | | | | | | [removed: 71] [added: 79] days | | |
| Days in accounts [removed: payable(5)] [added: payable(6)] | | | [removed: 87] [added: 77] days | | | | | | [removed: 83] [added: 74] days | | | | | | [removed: 90] [added: 87] days | | |
[removed: (1)The] [added: (2)The] sales cycle is calculated as the sum of days in accounts receivable and days in inventory, less the days in accounts payable; accordingly, the variance in the sales cycle quarter over quarter is a direct result of changes in these indicators.
[removed: (2)Inventory] [added: (3)Inventory] turns (annualized) are calculated as 360 days divided by days in inventory.
[removed: (3)Days] [added: (4)Days] in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days.
During the three months ended August 31, [removed: 2022,] [added: 2023,] the increase in days in accounts receivable from the [removed: three months ended May 31, 2022 and August 31, 2021] [added: prior sequential quarter] was primarily due to an increase in accounts receivable, primarily driven by [removed: higher sales and the] timing of collections.
[removed: (4)Days] [added: (5)Days] in inventory is calculated as inventory and contract assets divided by cost of revenue multiplied by 90 days.
During the three months ended August 31, [removed: 2022,] [added: 2023,] the decrease in days in inventory from the prior sequential quarter was primarily driven by [removed: increased] sales activity during the [removed: quarter.][added: quarter resulting in a higher consumption of inventory and improved working capital management.]
[removed: (5)Days] [added: (6)Days] in accounts payable is calculated as accounts payable divided by cost of revenue multiplied by 90 days.
During the three months ended August 31, [removed: 2022,] [added: 2023,] the decrease in days in accounts payable from the three months ended August 31, [removed: 2021] [added: 2022] was primarily due to [added: cash payments and] timing of purchases [removed: and cash payments] during the quarter.
[added: During the three months] ended August 31, [removed: 2022,] [added: 2023,] the increase in days in accounts payable from the [removed: three months ended May 31, 2022] [added: prior sequential quarter] was primarily due to an increase in [removed: materials] [added: material] purchases and timing of [removed: payments.][added: cash payments during the quarter.]
We completed our annual impairment analysis for goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal year [removed: 2022.][added: 2023.]
"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, [removed: 2021] [added: 2022] for the results of operations discussion for the fiscal year ended August 31, [removed: 2021] [added: 2022] compared to the fiscal year ended August 31, [removed: 2020.][added: 2021.]
| (dollars in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |
| Net revenue | | | $ | [removed: 33,478] [added: 34,702] | | | | | $ | [removed: 29,285] [added: 33,478] | | | | | $ | [removed: 27,266] [added: 29,285] | | | | | [removed: 14.3] [added: 3.7] | | % | | | | [removed: 7.4] [added: 14.3] | | % |
[removed: *2022] [added: | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023] vs. [removed: 2021*][added: 2022 | | | | | | 2022 vs. 2021 | | |]
Net revenue increased during the fiscal year ended August 31, [removed: 2022] [added: 2023] compared to the fiscal year ended August 31, [removed: 2021.][added: 2022.]
[removed: Specifically, the] [added: The] EMS segment net revenue [removed: increased 20%] [added: remained consistent] due to: (i) a [removed: 9% increase in revenues from existing customers within our 5G, wireless and cloud business, (ii) a 5% increase in revenues from existing customers within our digital print and retail business, (iii) a 4%] [added: 2%] increase in revenues from existing customers within our industrial and [removed: capital] [added: semi-capital] equipment business and [removed: (iv)] [added: (ii)] a 2% [removed: increase] [added: decrease] in revenues from existing [removed: customer] [added: customers] within our [removed: networking] [added: 5G, wireless] and [removed: storage] [added: cloud] business.
[removed: The] [added: Specifically, the] DMS segment net revenue increased [removed: 9%] [added: 8%] due to: (i) a [removed: 6%] [added: 7%] increase in revenues from existing customers within our automotive and transportation business, (ii) a [removed: 3%] [added: 4%] increase in revenues from existing customers within our healthcare and packaging businesses and (iii) a [removed: 2%] [added: 1%] increase in [added: in] revenues from existing customers within our [removed: connected devices] [added: mobility] business.
The increase was partially offset by a [removed: 2%] [added: 4%] decrease in revenues from existing customers within our [removed: mobility] [added: connected devices] business.
During fiscal year [removed: 2023,] [added: 2024,] we expect an additional [removed: $500] [added: $700] million in components that we procure and integrate for our cloud business will shift from a purchase and resale model to a customer-controlled consignment service model.
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| EMS | | | [removed: 50] [added: 48] | | % | | | | [removed: 47] [added: 50] | | % | | | | [removed: 52] [added: 47] | | % |
| DMS | | | [removed: 50] [added: 52] | | % | | | | [removed: 53] [added: 50] | | % | | | | [removed: 48] [added: 53] | | % |
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Foreign source revenue | | | [removed: 83.9] [added: 85.8] | | % | | | | [removed: 83.6] [added: 83.9] | | % | | | | [removed: 82.6] [added: 83.6] | | % |
On September 26, 2023, we announced the signing of a definitive agreement to divest our mobility business to BYD Electronic (International) Company Limited (“BYDE”) in a cash transaction valued at approximately $2.2 billion.
The transaction is
anticipated to close within the first two quarters of our fiscal year 2024 (which is the period from September 1, 2023 through February 29, 2024), and is subject to closing conditions, including required regulatory approvals.
(1)The calculation of these key performance indicators includes assets and liabilities held for sale for the three months ended August 31, 2023.
On September 26, 2023, we announced the signing of a definitive agreement to divest our mobility business to BYD Electronic (International) Company Limited (“BYDE”) in a cash transaction valued at approximately $2.2 billion.
The transaction is anticipated to close within the first two quarters of our fiscal year 2024 (which is the period from September 1, 2023 through February 29, 2024), and is subject to closing conditions, including required regulatory approvals.
See Note 16 – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements for additional information.
*2024 Restructuring Plan*
On September 26, 2023, our Board of Directors approved a restructuring plan to (i) realign our cost base for stranded costs associated with the sale and realignment of our mobility business and (ii) optimize our global footprint.
This action includes headcount reductions across our Selling, General and Administrative (“SG&A”) cost base and capacity realignment (the “2024 Restructuring Plan”).
The 2024 Restructuring Plan reflects our intention only and restructuring decisions, and the timing of such decisions, at certain locations are still subject to consultation with our employees and their representatives.
Based on the analysis done to date, we currently expect to recognize approximately $300 million in pre-tax restructuring and other related costs over the course of our 2024 fiscal year.
The charges relating to the 2024 Restructuring Plan are currently expected to result in net cash expenditures of approximately $200 million that will be payable over the course of our fiscal years 2024 and 2025.
The exact timing of these charges and cash outflows, as well as the estimated cost ranges by category type, have not been finalized.
This information will be subject to the finalization of timetables for the transition of functions, consultation with employees and their representatives as well as the statutory severance requirements of the jurisdictions impacted, and the amount and timing of the actual charges may vary due to a variety of factors.
Our estimates for the charges discussed above exclude any potential income tax effects.
*2023 vs. 2022*
Gain on securities remained consistent during the fiscal year ended August 31, 2023 compared to the fiscal year ended August 31, 2022.
*2023 vs. 2022*
| Interest expense, net | | | $ | 206 | | | | | $ | 146 | | | | | $ | 124 | | | | | $ | 60 | | | | | $ | 22 | |
*2023 vs. 2022*
*2023 vs. 2022*
For fiscal year 2023, the Company adopted an annual normalized tax rate (“normalized core tax rate”) for the computation of the non-GAAP (core) income tax provision to provide better consistency across reporting periods.
In estimating the normalized core tax rate annually, the Company utilizes a full-year financial projection of core earnings that considers the mix of earnings across tax jurisdictions, existing tax positions, and other significant tax matters.
The Company may adjust the normalized core tax rate during the year for material impacts from new tax legislation or material changes to the Company’s operations.
Prior to fiscal year 2023, the Company determined the tax effect of the items included and excluded from core earnings quarterly.
(3)The adjustment for taxes for the fiscal year ended August 31, 2023, primarily relates to a change in the indefinite reinvestment assertion associated with operations that have been classified as held for sale.
We announced on September 26, 2023 that, through our indirect subsidiary, Jabil Circuit (Singapore) Pte.
Ltd., a Singapore private limited company (“Singapore Seller”), we have agreed to sell to BYD Electronic (International) Co. Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), our product manufacturing business in Chengdu, including our supporting component manufacturing in Wuxi (the “Business”) for cash consideration of approximately $2.2 billion, subject to certain customary purchase price adjustments.
The sale is being made pursuant to a definitive agreement (the “Purchase Agreement”) for the sale and purchase of certain assets of Singapore Seller and the shares of Juno Singapore Target Newco Pte.
Ltd. (the “Target”).
Following a pre-closing reorganization (the “Reorganization”), the Target will hold, indirectly or directly, the Business.
Pursuant to the Preliminary Acquisition Agreement, dated August 26, 2023, by and between Purchaser and Singapore Seller, and the Purchase Agreement, Purchaser paid an aggregate deposit in the amount of $440 million, of which $132 million was paid to an escrow agent and $308 million was paid to the Company.
Singapore Seller is entitled to retain the deposits in all circumstances, except in the event of a termination of the Purchase Agreement by Purchaser due to Singapore Seller’s breach of any warranty or failure to comply with any covenant applicable to it that would cause any closing condition of Purchaser to not be satisfied.
Purchaser is entitled to repayment of $390 million of the deposit if on April 1, 2024 (i) the Reorganization has not been completed in all material respects, other than as a result of the failure to obtain regulatory approvals in the People’s Republic of China, and (ii) all other mutual conditions and conditions of Singapore Seller to closing have been satisfied.
The transaction is anticipated to close within the first two quarters of our current fiscal year 2024 (which is the period from September 1, 2023 through February 29, 2024).
The closing of the transaction is subject to certain customary closing conditions set forth in the Purchase Agreement that include, among other things, receipt of regulatory approvals, accuracy of the warranties of the parties (subject to certain materiality standards set forth in the Purchase Agreement), completion of the Reorganization in all material respects, and material performance of certain respective obligations.
The closing of the transaction is not conditioned on the receipt of financing.
As of August 31, 2023, the assets and liabilities of the Business were classified as held for sale and the carrying value is less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group is necessary.
The planned divestiture did not meet the criteria to be reported as discontinued operations and we will continue to report the operating results for the Business in our Consolidated Statement of Operations in the DMS segment until the transaction is closed.
*COVID-19*
The COVID-19 pandemic, which began to impact us in January 2020, has continued to affect our business and the businesses of our customers and suppliers.
Travel and business operation restrictions arising from virus containment efforts of governments around the world have continued to impact our operations in Asia, Europe and the Americas.
Essential activity exceptions from these restrictions have allowed us to continue to operate but virus containment efforts have resulted in additional direct costs.
The impact on our suppliers has led to supply chain constraints, including difficulty sourcing materials necessary to fulfill customer production requirements and challenges in transporting completed products to our end customers.
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During the three months ended August 31, 2022, the increase in days in inventory from the three months ended August 31, 2021 was primarily due to higher raw material balances due to supply-chain constraints and to support expected sales levels in the first quarter of fiscal year 2023.
During the three months
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Amortization of intangibles decreased during the fiscal year ended August 31, 2022 compared to the fiscal year ended August 31, 2021 primarily driven by reduced amortization related to the Nypro trade name.
| | | | | | | Fiscal Year Ended August 31, | | | | | | | | | | | | | | |
| Employee severance and benefit costs | | | | | | $ | 18 | | | | | $ | 5 | | | | | $ | 94 | |
| Lease costs | | | | | | — | | | | | | (1) | | | | | | 8 | | |
| Asset write-off costs | | | | | | — | | | | | | 5 | | | | | | 33 | | |
(2)Includes $1 million and $0 million recorded in the EMS segment, $10 million and $9 million recorded in the DMS segment and $7 million and $1 million of non-allocated charges for the fiscal years ended August 31, 2022 and 2021, respectively.
Except for asset write-off costs, all restructuring, severance and related charges are cash costs.
| (in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs. 2021 | | | | | | 2021 vs. 2020 | | |
The change in (gain) loss on securities during the fiscal year ended August 31, 2022 compared to the fiscal year ended August 31, 2021, is due to cash proceeds received in connection with the sale of an investment during the fiscal year ended August 31, 2021.
| (in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs. 2021 | | | | | | 2021 vs. 2020 | | |
Interest Income
| (in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs. 2021 | | | | | | 2021 vs. 2020 | | |
| Interest income | | | $ | 5 | | | | | $ | 6 | | | | | $ | 15 | | | | | $ | (1) | | | | | $ | (9) | |
| (in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs. 2021 | | | | | | 2021 vs. 2020 | | |
| Interest expense | | | $ | 151 | | | | | $ | 130 | | | | | $ | 174 | | | | | $ | 21 | | | | | $ | (44) | |
Additionally, the increase is due to higher borrowings on our senior notes.
We determine the tax effect of the items excluded from “core” earnings and “core” diluted earnings per share based upon evaluation of the statutory tax treatment and the applicable tax rate of the jurisdiction in which the pre-tax items were incurred, and for which realization of the resulting tax benefit, if any, is expected.
In certain jurisdictions where we do not expect to
realize a tax benefit (due to existing tax incentives or a history of operating losses or other factors resulting in a valuation allowance related to deferred tax assets), a reduced or 0% tax rate is applied.
| Restructuring, severance and related charges(1) | | | 18 | | | | | | 10 | | | | | | 157 | | |
| Distressed customer charge | | | — | | | | | | — | | | | | | 15 | | |
An excerpt. Shown here: 40 of 186 rewritten, 40 of 74 added and 40 of 71 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 FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
6 rewritten, 6 added, 4 removed, 12 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
The forward contracts (both those that are designated and not designated as accounting hedging instruments) will generally expire in less than three months, with 11 months being the maximum term of the contracts outstanding as of August 31, [removed: 2022.][added: 2023.]
The change in fair value related to contracts designated as accounting [added: cash flow] hedging instruments is initially reported as a component of AOCI and subsequently reclassified to the revenue or expense line in which the underlying transaction occurs within our Consolidated Statements of Operations.
The forward contracts are primarily denominated in Chinese yuan renminbi, Euro, [removed: Malaysian ringgit,] [added: Indian rupee,] Mexican peso and Swiss franc.
Based on our overall currency rate exposures as of August 31, [removed: 2022,] [added: 2023,] 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 no borrowings outstanding under debt facilities with variable interest rates as of August 31, [removed: 2022.][added: 2023.]
A hypothetical 100-basis-point increase in the interest rates under the Credit Facility and our commercial paper program would increase our interest [removed: expense] [added: expense, net] as of August 31, [removed: 2022] [added: 2023] by approximately $18 million.
The change in fair value related to contracts designated as accounting net investment hedging instruments is included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation.
The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings or anticipated debt issuances.
Contemporaneously with the issuance of the 5.450% Senior Notes in April 2023, the Company settled cash flow hedges with an aggregate notional amount of $150 million and $100 million, with effective dates of May 2021 and August 2022, respectively.
The cash received for the cash flow hedges at settlement was $15 million.
The settled cash flow hedges are recorded in the Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense, net in the Consolidated Statements of Operations.
As of August 31, 2023, there are no outstanding interest rate swaps.
To manage our exposure to market risk, we use derivative financial instruments and hybrid instruments when deemed appropriate.
In connection with our anticipated debt issuance, we have interest rate swaps with aggregate notional amounts of $150 million and $100 million, which expire on July 31, 2024.
See Note 11 — “Derivative Financial Instruments and Hedging Activities” to the Consolidated Financial Statements for additional information regarding our interest rate swap transactions.
We do not, and do not intend to, use derivative financial instruments for speculative or trading purposes.
Item 1. Business
34 rewritten, 30 added, 33 removed, 217 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
We conduct our operations in facilities that are located worldwide, including but not limited to China, [removed: Ireland,] [added: India,] Malaysia, Mexico, Singapore, and the United States.
For the fiscal year ended August 31, [removed: 2022,] [added: 2023,] we had net revenues of [removed: $33.5] [added: $34.7] billion and net income attributable to Jabil Inc. of [removed: $996] [added: $818] million.
Our EMS segment is a high volume business that produces product at a quicker rate (i.e. cycle time) and in larger quantities and includes customers primarily in the 5G, wireless and cloud, digital print and retail, industrial and [removed: semi-cap,] [added: semi-capital equipment,] and networking and storage industries.
- 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, 5G wireless, cloud, healthcare, [added: packaging,] automotive and transportation, and [removed: capital] [added: semi-capital] equipment.
Consistent with this strategy, we have established or acquired operations in the Americas, [removed: Europe, Asia] [added: Europe] and [removed: Africa.][added: Asia.]
In fiscal year [removed: 2022,] [added: 2023,] our five largest customers accounted for approximately [removed: 44%] [added: 42%] of our net revenue and [removed: 79] [added: 84] customers accounted for approximately 90% of our net revenue.
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Apple, Inc. | | | [removed: 19] [added: 17] | | % | | | | [removed: 22] [added: 19] | | % | | | | [removed: 20] [added: 22] | | % |
As of August 31, [removed: 2022,] [added: 2023,] our workforce includes diverse, talented and dedicated employees across approximately 100 locations in more than 30 countries who differentiate us from our competitors.
| Americas | | | | | | [removed: 51] [added: 52] | | |
We have aligned our work programs, processes and procedures to the RBA Code of Conduct to [added: help] ensure working conditions are safe, employees are treated with respect and dignity and manufacturing process and practices are environmentally responsible.
[removed: We act in accordance] [added: In keeping] with our Code of [removed: Conduct] [added: Conduct, we are dedicated] to [removed: create an environment free from discrimination or harassment globally] [added: establishing a discrimination-free] and [removed: respect] [added: harassment-free environment globally, helping to ensure] the human rights of [added: all] our [removed: employees.][added: employees are respected.]
[removed: With] [added: Guided by] our enterprise-wide priorities of mitigating [removed: bias,] [added: biases, cultivating] inclusive [removed: leadership] [added: leadership,] and [added: developing] diverse [removed: talent development,] [added: talent,] we are [removed: committed] [added: proud] to [removed: creating] [added: foster] a culture of belonging.
At Jabil, we have historically invested in the professional and personal growth and development of our employees at all levels of the organization to [removed: ensure] [added: encourage] continuous learning and skills enrichment.
In fiscal year [removed: 2022,] [added: 2023,] there were more than [removed: 37,000] [added: 19,000] internal promotions at various levels in Jabil, a testament to our ability to grow and develop our own talent.
In May [removed: 2021,] [added: 2023,] we conducted [removed: a] [added: our] global Voice of the Employee Survey, [removed: utilizing] [added: administered by] a third [removed: party to administer it.][added: party.]
Action plans have been developed and are in the process of being executed at all [removed: sites.][added: sites to promote continued excellence in employee engagement at Jabil.]
[removed: To date, more than 82,000] [added: As of August 31, 2023, almost 95,000] employees have utilized their wellness days, and [removed: 7,000] [added: over 13,000] employees have completed a paid day of community service.
[removed: As of August 31, 2022,] [added: From January to July 2023,] Jabil employees and sites have volunteered approximately 500,000 [added: service] hours in their local communities to help make a difference in the areas of education, empowerment and the environment.
Borges (age [removed: 54)] [added: 55)] was named Executive Vice President, Chief Executive Officer, Diversified Manufacturing Services in June 2022.
Gerald “JJ” Creadon (age [removed: 48)] [added: 49)] was named Executive Vice President, Operations, in March 2022.
Michael Dastoor (age [removed: 57)] [added: 58)] was named Executive Vice President, Chief Financial Officer in September 2018.
[added: He holds a] degree in Finance and Accounting from the University of Bombay and is a Chartered Accountant from the Institute of Chartered Accountants in England and Wales.
Roberto [removed: Ferri] [added: Ferri] (age [removed: 57)] [added: 58)] was named Senior Vice President, Chief Sales and Marketing Officer in 2020 and previously served as Senior Vice President, Sales from July 2015.
Frederic McCoy (age [removed: 54)] [added: 55)] was named Executive Vice President & Chief Executive Officer, Electronics Manufacturing Services, in December 2021.
Frank McKay (age [removed: 52)] [added: 53)] was named Senior Vice President, Chief Procurement Officer, in January 2019.
[removed: LaShawne Meriwether] [added: May Yap] (age [removed: 48)] [added: 53)] was named Senior Vice President, Chief [removed: Human Resources] [added: Information] Officer in [removed: June 2022.][added: September 2020.]
[removed: Mark Mondello] [added: Wilson] (age 58) was named Chief Executive Officer and [removed: a] member of the Board of Directors [removed: since March 2013.][added: in May 2023.]
Daryn Smith (age [removed: 52)] [added: 53)] was named Senior Vice President, Enterprise & Commercial Controller in June 2018 and assumed leadership of Corporate Development and M&A in September 2020.
He holds a [removed: Bachelor's degree] [added: bachelor's] in Accounting from the University of South Florida and an MBA from the University of Florida.
Prior to that, he was [added: Executive Vice President and Chief Executive Officer of Jabil Green Point since September 2017, and earlier served as] Senior Vice President of the Telecommunications Infrastructure Sector within Jabil's Enterprise & Infrastructure group.
Mr. Wilson has a bachelor’s [removed: degree] in Manufacturing Engineering and an MBA from Edinburgh Business School.
Ms. Yap holds an MBA and a master’s [removed: degree] in Computer Science from University of Hull and a doctorate in business administration and management from New York University.
The “Investors” section of our website contains a significant amount of information about our Company, including [added: a Sustainability Report,] financial and other information for investors.
| Asia | | | | | | 167 | | |
| Total(1) | | | | | | 236 | | |
At Jabil, our core strength lies in our diverse workforce, providing us with the innovation and creativity that have allowed us to continue our success.
Welcoming a spectrum of backgrounds, experiences, and viewpoints, we collaborate effectively to create an environment where every employee feels physically and psychologically safe to bring their true selves to work every day.
Our approach not only empowers our employees to embrace authenticity, but also challenges, and uplifts them, enabling them to create an impact both within their roles and the global space.
In fiscal year 2023, we further advanced diversity, equity, and inclusion (DEI) programming through the formation of our second enterprise-wide DEI Council, which works closely with our business, manufacturing, and functional teams to identify areas of focus and make informed decisions around our DEI strategy and organization.
This second global council is committed to building a diverse, equitable, and inclusive environment.
During fiscal year 2023, numerous initiatives were launched in alignment with Jabil’s ESG goals to increase the representation of women in leadership and programming around disability inclusion.
We launched our first wave of global events focused on women, creating the opportunity for women leaders across our functional teams, to share their experiences and advice in an open forum setting.
While geared toward women, all employees at all levels at Jabil were welcome to participate in these seven engaging sessions to enhance both professional and personal development.
We also hosted regionalized training in our Latin America sites related to biases, discrimination, and harassment against women.
We were proud to receive a top score on the 2023 Disability Equality Index by Disability:IN for the third consecutive year.
Sites globally developed and implemented programs focused on employment and retention of employees with disabilities, physical and digital infrastructure, and training programs to foster an inclusive environment.
With support from Disability:IN, we created and implemented a new learning, “Disability Inclusion & Awareness in the Workplace,” complete with best practices and an introduction in sign language by our team in Dominican Republic.
Beyond these two focus areas, we completed many initiatives at the site level to celebrate diversity across the Americas, Europe, and Asia, including sponsoring and walking in Pride Parades, external social media and communication campaigns, training sessions to mitigate unconscious bias, and more.
This is a continuation of four Voice of the Employee Pulse Surveys conducted in 2022 to measure the impact of action plans developed from the 2021 global survey.
At Jabil, we provide our employees two days of paid time off for health & wellbeing and one day for community service.
To support our commitment to serve our communities where we live and operate, Jabil employees completed over 1 million volunteer hours in 2022.
We believe that while our efforts are locally driven, the impact is global.
Jabil hosted four “Global Volunteer Days,” large scale volunteer events designed to create shared experiences across the organization around a particular cause.
The four Global Volunteer Days held in 2023 were International Women’s Day, Earth Day, World Environment Day, and World Food Day.
In 2023, Jabil hosted employees from around the globe for our annual continuous improvement competition, Deliver Best Practices.
This week-long celebration embodies the best of Jabil’s culture by encouraging individuals to learn more about one another while also competing to be named the top project around four key business drivers (People, Process, Social & Environmental and Technology & Innovation).
Kristine Melachrino (age 45) was named Senior Vice President, General Counsel, in October 2022.
She joined Jabil in 2007 holding various roles in the legal department supporting the functional and business teams globally.
Prior to this role, Ms. Melachrino served as Vice President, Senior Deputy General Counsel for the global Commercial legal team, advising on complex legal and regulatory matters to facilitate business growth; and Assistant Corporate Secretary.
She holds a Juris Doctor from Stetson University College of Law, and an MBA from Stetson University.
Mark Mondello (age 59) was named Chairman of Jabil’s Board of Directors effective November 1, 2021 and has been a member of the Board since March 2013.
Mr. Mondello served as our Chief Executive Officer until succeeded by Mr. Wilson on May 1, 2023.
Mr. Mondello has retained various executive responsibilities.
| Asia | | | | | | 182 | | |
| Total(1) | | | | | | 250 | | |
COVID-19 Response
As a global employer, we have a responsibility to our employees, customers, suppliers and the communities in which we operate to take decisive action to protect against COVID-19 in our facilities.
From the outset of the COVID-19 pandemic, we established prevention protocols, which allowed our sites to operate safely with minimal disruption.
Quarantine and contact tracing protocols have been established for suspected and/or confirmed cases, and a robust follow-up process has been implemented to ensure the well-being of our employees.
At Jabil, our workforce is diverse at its core, and our employees thrive in an entrepreneurial culture where they can do their best work.
Diverse backgrounds, experiences and opinions are welcome.
We work together in a way that enables our employees to be their true selves, challenges them and encourages them, while allowing them to make a difference at work and in the world.
Moreover, we strive to achieve an inclusive and equitable workplace where opportunities for success are created and available for all employees.
To achieve this, we provide training to our leaders on unconscious bias, and in fiscal year 2022, we deployed additional diversity, equity and inclusion (DEI) learning with input from our DEI Council, which includes management and nonmanagement members.
Jabil is committed to being a place where everyone is psychologically and physically safe to be authentically themselves.
In fiscal year 2022, we launched multiple new initiatives to support a more diverse, equitable and inclusive workplace for all.
We launched a Transgender Inclusive Workplace campaign, which included transgender guidelines; a sample plan for employees, their managers and human resources; a self-paced learning on LGBTQ+; and content regarding gender pronoun usage internally.
We are proud of being a top scorer for Disability:IN's Disability Equality Index in 2022, the second year in a row.
Sites around the world have increased their disability inclusion efforts, including teams who have provided sign language courses for employees, conducted assessments on their facilities for accessibility and partnered with nonprofits in their communities to recruit people with disabilities.
In 2022, we conducted Voice of the Employee Pulse Surveys to measure the impact of these action plans and develop new plans accordingly to promote continued excellence in employee engagement at Jabil.
In October 2021, we announced that all global full-time employees receive (2) wellness and (1) community service paid time off (PTO) days each year.
We have also made a commitment to serve our communities, and in September 2021 we pledged to complete one million volunteer hours in 2022.
In June 2022, Jabil’s multi-year partnership with the Special Olympics USA Games culminated in more than 200 employees volunteering their time throughout the week of the games.
These efforts, combined with the efforts of Jabil experts (in areas of IT, procurement, logistics and sustainability) who worked behind the scenes with the Special Olympics over a two year period, helped to make the USA Games a success.
He holds a
Robert L.
Katz (age 60) was named Executive Vice President, General Counsel and Corporate Secretary in September 2016 upon joining Jabil.
He transitioned the Corporate Secretary role to a member of his staff in April 2017.
In April 2019 he was named Chief Ethics & Compliance Officer.
Mr. Katz earned a Bachelor of Laws (LL.B.) and a Bachelor of Civil Law (B.C.L.) from McGill University.
She previously served as Vice President and management roles since joining Jabil in May 2019.
Prior to joining Jabil she served as Director, Human Resources and Global Compensation and Benefits at Exterran, an oil and gas company, since 2011.
Ms. Meriwether holds a bachelor’s degree in science from Wright State University.
In addition, Mr. Mondello has been appointed Chairman of the Board effective November 1, 2021.
Wilson (age 57) was named Executive Vice President and Chief Executive Officer of Jabil Green Point in September 2017.
May Yap (age 52) was named Senior Vice President, Chief Information Officer in September 2020.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
See the discussion in Note 18 [removed: -] [added: –] “Commitments and Contingencies” to the Consolidated Financial Statements.
Cover and table of contents
28 rewritten, 1 added, 1 removed, 74 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
For the fiscal year ended August 31, [removed: 2022][added: 2023]
[removed: ][added: ]
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: 2022] [added: 2023,] was approximately [removed: $7.2] [added: $9.6] billion.
The number of outstanding shares of the registrant’s Common Stock as of the close of business on October [removed: 17, 2022,] [added: 12, 2023,] was [removed: 134,638,571.][added: 127,945,064.]
We have incorporated by reference portions of our Proxy Statement for our annual meeting of shareholders expected to be held on January [removed: 26, 2023] [added: 25, 2024,] into Part III hereof, to the extent indicated herein.
[removed: 2022] [added: 2023] FORM 10-K ANNUAL REPORT
| Item 1. | | | [removed: [Business](#i5741abbf48c44d7f8e138c8576b2493d_16)] [added: [Business](#ic303cc9f34f3413b8e006da5c55f4516_16)] | | | [removed: [2](#i5741abbf48c44d7f8e138c8576b2493d_16)] [added: [2](#ic303cc9f34f3413b8e006da5c55f4516_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i5741abbf48c44d7f8e138c8576b2493d_22)] [added: Factors](#ic303cc9f34f3413b8e006da5c55f4516_22)] | | | [removed: [10](#i5741abbf48c44d7f8e138c8576b2493d_22)] [added: [10](#ic303cc9f34f3413b8e006da5c55f4516_22)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5741abbf48c44d7f8e138c8576b2493d_25)] [added: Comments](#ic303cc9f34f3413b8e006da5c55f4516_25)] | | | [removed: [23](#i5741abbf48c44d7f8e138c8576b2493d_25)] [added: [24](#ic303cc9f34f3413b8e006da5c55f4516_25)] | | |
| Item 2. | | | [removed: [Properties](#i5741abbf48c44d7f8e138c8576b2493d_28)] [added: [Properties](#ic303cc9f34f3413b8e006da5c55f4516_28)] | | | [removed: [23](#i5741abbf48c44d7f8e138c8576b2493d_28)] [added: [24](#ic303cc9f34f3413b8e006da5c55f4516_28)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i5741abbf48c44d7f8e138c8576b2493d_31)] [added: Proceedings](#ic303cc9f34f3413b8e006da5c55f4516_31)] | | | [removed: [23](#i5741abbf48c44d7f8e138c8576b2493d_31)] [added: [24](#ic303cc9f34f3413b8e006da5c55f4516_31)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i5741abbf48c44d7f8e138c8576b2493d_34)] [added: Disclosures](#ic303cc9f34f3413b8e006da5c55f4516_34)] | | | [removed: [23](#i5741abbf48c44d7f8e138c8576b2493d_34)] [added: [24](#ic303cc9f34f3413b8e006da5c55f4516_34)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5741abbf48c44d7f8e138c8576b2493d_40)] [added: Securities](#ic303cc9f34f3413b8e006da5c55f4516_40)] | | | [removed: [24](#i5741abbf48c44d7f8e138c8576b2493d_40)] [added: [25](#ic303cc9f34f3413b8e006da5c55f4516_40)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#i5741abbf48c44d7f8e138c8576b2493d_43)] [added: [\[Reserved\]](#ic303cc9f34f3413b8e006da5c55f4516_43)] | | | [removed: [25](#i5741abbf48c44d7f8e138c8576b2493d_43)] [added: [26](#ic303cc9f34f3413b8e006da5c55f4516_43)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5741abbf48c44d7f8e138c8576b2493d_46)] [added: Operations](#ic303cc9f34f3413b8e006da5c55f4516_46)] | | | [removed: [26](#i5741abbf48c44d7f8e138c8576b2493d_46)] [added: [27](#ic303cc9f34f3413b8e006da5c55f4516_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5741abbf48c44d7f8e138c8576b2493d_85)] [added: Risk](#ic303cc9f34f3413b8e006da5c55f4516_85)] | | | [removed: [39](#i5741abbf48c44d7f8e138c8576b2493d_85)] [added: [41](#ic303cc9f34f3413b8e006da5c55f4516_85)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5741abbf48c44d7f8e138c8576b2493d_88)] [added: Data](#ic303cc9f34f3413b8e006da5c55f4516_88)] | | | [removed: [39](#i5741abbf48c44d7f8e138c8576b2493d_88)] [added: [41](#ic303cc9f34f3413b8e006da5c55f4516_88)] | | |
| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5741abbf48c44d7f8e138c8576b2493d_91)] [added: Disclosure](#ic303cc9f34f3413b8e006da5c55f4516_91)] | | | [removed: [39](#i5741abbf48c44d7f8e138c8576b2493d_91)] [added: [42](#ic303cc9f34f3413b8e006da5c55f4516_91)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i5741abbf48c44d7f8e138c8576b2493d_94)] [added: Procedures](#ic303cc9f34f3413b8e006da5c55f4516_94)] | | | [removed: [40](#i5741abbf48c44d7f8e138c8576b2493d_94)] [added: [42](#ic303cc9f34f3413b8e006da5c55f4516_94)] | | |
| Item 9B. | | | [Other [removed: Information](#i5741abbf48c44d7f8e138c8576b2493d_97)] [added: Information](#ic303cc9f34f3413b8e006da5c55f4516_97)] | | | [removed: [40](#i5741abbf48c44d7f8e138c8576b2493d_97)] [added: [42](#ic303cc9f34f3413b8e006da5c55f4516_97)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5741abbf48c44d7f8e138c8576b2493d_103)] [added: Governance](#ic303cc9f34f3413b8e006da5c55f4516_103)] | | | [removed: [42](#i5741abbf48c44d7f8e138c8576b2493d_103)] [added: [43](#ic303cc9f34f3413b8e006da5c55f4516_103)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i5741abbf48c44d7f8e138c8576b2493d_106)] [added: Compensation](#ic303cc9f34f3413b8e006da5c55f4516_106)] | | | [removed: [42](#i5741abbf48c44d7f8e138c8576b2493d_106)] [added: [43](#ic303cc9f34f3413b8e006da5c55f4516_106)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5741abbf48c44d7f8e138c8576b2493d_109)] [added: Matters](#ic303cc9f34f3413b8e006da5c55f4516_109)] | | | [removed: [42](#i5741abbf48c44d7f8e138c8576b2493d_109)] [added: [43](#ic303cc9f34f3413b8e006da5c55f4516_109)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5741abbf48c44d7f8e138c8576b2493d_112)] [added: Independence](#ic303cc9f34f3413b8e006da5c55f4516_112)] | | | [removed: [42](#i5741abbf48c44d7f8e138c8576b2493d_112)] [added: [43](#ic303cc9f34f3413b8e006da5c55f4516_112)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i5741abbf48c44d7f8e138c8576b2493d_115)] [added: Services](#ic303cc9f34f3413b8e006da5c55f4516_115)] | | | [removed: [42](#i5741abbf48c44d7f8e138c8576b2493d_115)] [added: [43](#ic303cc9f34f3413b8e006da5c55f4516_115)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5741abbf48c44d7f8e138c8576b2493d_121)] [added: Schedules](#ic303cc9f34f3413b8e006da5c55f4516_121)] | | | [removed: [43](#i5741abbf48c44d7f8e138c8576b2493d_121)] [added: [44](#ic303cc9f34f3413b8e006da5c55f4516_121)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i5741abbf48c44d7f8e138c8576b2493d_244)] [added: Summary](#ic303cc9f34f3413b8e006da5c55f4516_220)] | | | [removed: [84](#i5741abbf48c44d7f8e138c8576b2493d_244)] [added: [85](#ic303cc9f34f3413b8e006da5c55f4516_220)] | | |
References in this report to “the Company,” “Jabil,” “we,” “our,” or “us” mean Jabil Inc. together with its [added: consolidated] subsidiaries, except where the context otherwise requires.*
| [Signatures](#ic303cc9f34f3413b8e006da5c55f4516_223) | | | | | | [86](#ic303cc9f34f3413b8e006da5c55f4516_223) | | |
| [Signatures](#i5741abbf48c44d7f8e138c8576b2493d_247) | | | | | | [85](#i5741abbf48c44d7f8e138c8576b2493d_247) | | |
Item 2. Properties
6 rewritten, 2 added, 0 removed, 9 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
The table below lists the approximate square footage for our facilities as of August 31, [removed: 2022] [added: 2023] (in millions):
| [removed: Asia] [added: Asia(1)] | | | [removed: 33] [added: 34] | | | | | | | | |
| Americas | | | [removed: 13] [added: 14] | | | | | | | | |
| [removed: Total(1)(2)] [added: Total(2)(3)] | | | [removed: 50] [added: 52] | | | | | | | | |
[removed: (1)Approximately 4%] [added: (2)Approximately 6%] of our total square footage is not currently used in business operations.
[removed: (2)Consists] [added: (3)Consists] of [removed: 15] [added: 14] million square feet in facilities that we own with the remaining [removed: 35] [added: 38] million square feet in leased facilities.
(1)Includes approximately 13 million square feet in leased facilities that were reclassified as held for sale on the Consolidated Balance Sheet.
See Note 16 – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements for additional information.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
13 rewritten, 6 added, 5 removed, 11 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
Our common stock trades on the New York Stock Exchange under the symbol “JBL.” See discussion of our cash dividends declared to common shareholders in Note 12 [removed: -] [added: –] “Stockholders’ Equity” to the Consolidated Financial Statements.
On October [removed: 17, 2022,] [added: 12, 2023,] the closing sales price for our common stock as reported on the New York Stock Exchange was [removed: $60.75.][added: $139.12.]
As of October [removed: 17, 2022,] [added: 12, 2023,] there were [removed: 1,162] [added: 1,093] 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: 2022,] [added: 2023,] with the cumulative stockholder return of the (1) S&P MidCap 400 Index and (2) peer group which includes Celestica Inc., Flex Ltd., Hon-Hai Precision Industry Co. Ltd, Plexus Corp., and Sanmina Corp.
[removed: ][added: ]
| August 31 | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |
| S&P MidCap 400 Index – Total Returns | | | $ | 100 | | | | | $ | [removed: 120] [added: 94] | | | | | $ | [removed: 112] [added: 98] | | | | | $ | [removed: 117] [added: 141] | | | | | $ | [removed: 169] [added: 127] | | | | | $ | [removed: 152] [added: 140] | |
| Peer Group | | | $ | 100 | | | | | $ | [removed: 73] [added: 77] | | | | | $ | [removed: 56] [added: 90] | | | | | $ | [removed: 65] [added: 140] | | | | | $ | [removed: 102] [added: 135] | | | | | $ | [removed: 98] [added: 147] | |
The following table provides information relating to our repurchase of common [removed: stock] [added: stock, excluding excise tax,] during the three months ended August 31, [removed: 2022:][added: 2023:]
| 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)] | | | | | | [removed: Approximate Dollar] [added: Approximate Dollar] Value [removed: of Shares] [added: of Shares] that [removed: May Yet] [added: May Yet] Be [removed: Purchased Under] [added: Purchased Under] the Program (in [removed: millions)(2)(3)] [added: millions)(2)] | | |
(1)The purchases include amounts that are attributable to [removed: 9,627] [added: 257] shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock units and the exercise of stock options and stock appreciation rights, their tax withholding obligations.
(2)In [removed: July 2021,] [added: September 2022,] our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on [removed: July 23, 2021] [added: September 27, 2022] (the [removed: “2022] [added: “2023] Share Repurchase Program”).
[removed: (3)In] [added: In] September [removed: 2022,] [added: 2023,] our Board of Directors [removed: authorized] [added: amended and increased] the [added: 2023 Share Repurchase Program to allow for the] repurchase of up to [removed: $1.0] [added: $2.5] billion of our common stock as publicly announced in a press release on September [removed: 27, 2022 (the “2023 Share Repurchase Program”).][added: 28, 2023.]
| Jabil Inc. | | | $ | 100 | | | | | $ | 99 | | | | | $ | 118 | | | | | $ | 215 | | | | | $ | 211 | | | | | $ | 402 | |
| June 1, 2023 – June 30, 2023 | | | 470,447 | | | | | | $ | 96.14 | | | | | 470,447 | | | | | | $ | 776 | |
| July 1, 2023 – July 31, 2023 | | | 257 | | | | | | $ | 112.57 | | | | | — | | | | | | $ | 776 | |
| August 1, 2023 – August 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 776 | |
| Total | | | 470,704 | | | | | | $ | 96.15 | | | | | 470,447 | | | | | | | | |
For more information, see “Liquidity and Capital Resources - Dividends and Share Repurchases”.
| Jabil Inc. | | | $ | 100 | | | | | $ | 95 | | | | | $ | 94 | | | | | $ | 113 | | | | | $ | 205 | | | | | $ | 201 | |
| June 1, 2022 - June 30, 2022 | | | 1,819,451 | | | | | | $ | 57.39 | | | | | 1,817,573 | | | | | | $ | 378 | |
| July 1, 2022 - July 31, 2022 | | | 930,339 | | | | | | $ | 52.12 | | | | | 922,590 | | | | | | $ | 330 | |
| August 1, 2022 - August 31, 2022 | | | 1,091,549 | | | | | | $ | 61.59 | | | | | 1,091,549 | | | | | | $ | 263 | |
| Total | | | 3,841,339 | | | | | | $ | 57.31 | | | | | 3,831,712 | | | | | | | | |
Item 9A. Controls and Procedures
6 rewritten, 0 added, 0 removed, 12 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
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: 2022.][added: 2023.]
We assessed the effectiveness of our internal control over financial reporting as of August 31, [removed: 2022.][added: 2023.]
Management’s report on internal control over financial reporting as of August 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]
For our fiscal quarter ended August 31, [removed: 2022,] [added: 2023,] 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.
Item 9B. Other Information
0 rewritten, 2 added, 16 removed, 1 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
Rule 10b5-1 Trading Plans
During the three months ended August 31, 2023, no director or executive officer of the Company adopted or terminated a trading arrangement intended to satisfy the affirmative defenses of Rule 10b5-1 under the Securities Exchange Act of 1934 or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
*Amended and Restated Bylaws*
On October 20, 2022, the Board of Directors approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.
Among other things, the amendments effected by the Amended and Restated Bylaws:
- Implement proxy access to permit a stockholder, or a group of up to twenty stockholders, owning at least 3% of the outstanding shares of Jabil’s common stock continuously for at least three years, to nominate and include in the Jabil’s annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) 20% of the Board of Directors, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in the Amended and Restated Bylaws.
- Address matters relating to the Securities and Exchange Commission’s adoption of the universal proxy rules in Rule 14a-19 under the Exchange Act.
- Clarify and enhance the procedural mechanics and disclosure requirements of Jabil’s advance notice bylaws, including by requiring:
◦additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;
◦any stockholder submitting a notice to make a representation as to whether such stockholder intends to solicit proxies with respect to such nominations or proposals and to make a representation that immediately following such solicitation the stockholder will provide Jabil evidence of such solicitation;
◦that a submitting stockholder limit the number of nominees submitted for any annual meeting of stockholders to no more than the number of directors to be elected at such meeting; and
◦that submitting stockholders or their representatives appear at the stockholder meeting to present a nomination or other business.
- Update various provisions to reflect recent amendments to the Delaware General Corporation Law, including clarifying the adjournment procedures for virtual meetings of stockholders and eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders.
- Update the number of directors required to request a special meeting of the Board of Directors.
- Update the list of Jabil’s officers to clarify that the Board of Directors may, but is not required to, appoint a chief operating officer.
- Incorporate the use of gender-neutral pronouns and change the title “chairman” to “chair” throughout.
The Amended and Restated Bylaws also include various conforming, technical, and other non-substantive changes.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
The other information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors”, [removed: “Beneficial Ownership – Delinquent Section 16(a) Reports”,] “Corporate Governance”, “Board of Directors” and “Audit Committee Matters” 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: 2022] [added: 2023] (“Proxy Statement”).
Item 15. Exhibits and Financial Statement Schedules
609 rewritten, 212 added, 129 removed, 863 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
[removed: (a)The] [added: (a) The] following documents are filed as part of this Report:
[removed: | 1 | | | *Financial] [added: 1.*Financial] Statements.* Our consolidated financial statements, and related notes thereto, with the independent registered public accounting firm reports thereon are included in Part IV of this report on the pages indicated by the Index to Consolidated Financial Statements and Schedule. [removed: | | |]
[removed: | 2 | | | *Financial Statement Schedule.*] Our financial statement schedule is included in Part IV of this report on the page indicated by the Index to Consolidated Financial Statements and Schedule. [removed: This financial statement schedule should be read in conjunction with our consolidated financial statements, and related notes thereto. | | |]
[removed: | 3 | | | *Exhibits.*] See Item 15(b) below. [removed: | | |]
[removed: (b)*Exhibits*.][added: 3.*Exhibits*.]
| Exhibit No. | | | | | | | | | Description | | | | | | Form | | | | | | Exhibit | | | | | | | | | [added: | | |] Filing Date/ Period End | | | [removed: | | |]
| 3.1 | | | | | | | | | [Registrant’s Certificate of Incorporation, as amended.](https://www.sec.gov/Archives/edgar/data/898293/000119312517219901/d387238dex31.htm) | | | | | | 10-Q | | | | | | 3.1 | | | | | | | | | [removed: 5/31/2017] | | | [added: 5/31/2017] | | |
| [removed: 3.2*] [added: 3.2] | | | | | | | | | [Registrant’s Bylaws, as amended.](https://www.sec.gov/Archives/edgar/data/898293/000119312522268383/d389587dex32.htm) | | | | | | [added: 10-K] | | | | | | [added: 3.2] | | | | | | | | | | | | [added: 8/31/2022] | | |
| 4.1 | | | | | | | | | Form of Certificate for Shares of the Registrant’s Common Stock. (P) | | | | | | S-1 | | | | | | 1 | | | | | | [removed: 3/17/1993] | | | | | | [added: 3/17/1993] | | |
| 4.2 | | | | | | | | | [Indenture, dated January 16, 2008, with respect to Senior Debt Securities of the Registrant, between the Registrant and U.S. Bank National Association (as successor in interest to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust) Company, N.A.), as trustee.](https://www.sec.gov/Archives/edgar/data/898293/000119312508008114/dex42.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | [removed: 1/17/2008] | | | | | | [added: 1/17/2008] | | |
| 4.3 | | | | | | | | | [Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.8).](https://www.sec.gov/Archives/edgar/data/898293/000119312522140579/d339531dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 5/4/2022] | | | | | | [added: 5/4/2022] | | |
| [removed: 4.4] [added: 4.5] | | | | | | | | | [Officers’ Certificate, dated as of January 17, 2018, establishing the 3.950% Senior Notes due 2028.](https://www.sec.gov/Archives/edgar/data/898293/000119312518012295/d460944dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 1/17/2018] | | | | | | [added: 1/17/2018] | | |
| [removed: 4.5] [added: 4.6] | | | | | | | | | [Officers’ Certificate, dated as of January 15, 2020, establishing the 3.600% Senior Notes due 2030.](https://www.sec.gov/Archives/edgar/data/898293/000119312520008126/d870866dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 1/15/2020] | | | | | | [added: 1/15/2020] | | |
| [removed: 4.6] [added: 4.7] | | | | | | | | | [Officers’ Certificate, dated as of July 13, 2020, establishing the 3.000% Senior Notes due 2031.](https://www.sec.gov/Archives/edgar/data/898293/000119312520191916/d924129dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | | | | [added: 7/13/2020] | | | [removed: 7/13/2020] | | |
| [removed: 4.7] [added: 4.8] | | | | | | | | | [Officers’ Certificate, dated as of April 14, 2021, establishing the 1.700% Senior Notes due 2026.](https://www.sec.gov/Archives/edgar/data/898293/000119312521116248/d129266dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | | | | | | | 4/14/2021 | | |
| [removed: 4.8] [added: 4.9] | | | | | | | | | [Officers’ Certificate, dated as of May 4, 2022, establishing the 4.250% Senior Notes due 2027.](https://www.sec.gov/Archives/edgar/data/898293/000119312522140579/d339531dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | | | | | | | 5/4/2022 | | |
| [removed: 4.9] [added: 4.11] | | | | | | | | | [Description of Jabil Securities.](https://www.sec.gov/Archives/edgar/data/898293/000119312521305429/d176971dex49.htm) | | | | | | 10-K | | | | | | 4.9 | | | | | | | | | [added: 8/31/2021] | | | [removed: 8/31/2021] | | |
| 10.1† | | | | | | | | | Restated cash or deferred profit sharing plan under section 401(k). (P) | | | | | | S-1 | | | | | | | | | | | | | | | [added: 3/3/1993] | | | [removed: 3/3/1993] | | |
| 10.2† | | | | | | | | | Form of Indemnification Agreement between the Registrant and its Officers and Directors. (P) | | | | | | S-1 | | | | | | | | | | | | | | | [added: 3/3/1993] | | | [removed: 3/3/1993] | | |
| [removed: 10.3a†] [added: 10.4e†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS [removed: - Executive - EU).](https://www.sec.gov/Archives/edgar/data/898293/000119312520001434/d852870dex101.htm)] [added: – Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | | | | | | | [removed: 11/30/2019] [added: 11/30/2021] | | |
| [removed: 10.3b†] [added: 10.4d†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS [removed: - Executive - Non-EU).](https://www.sec.gov/Archives/edgar/data/898293/000119312520001434/d852870dex102.htm)] [added: – Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex105.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.5] | | | | | | | | | | | | [removed: 11/30/2019] [added: 2/28/2021] | | |
| [removed: 10.3c†] [added: 10.4c†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR [removed: - ONEU).](https://www.sec.gov/Archives/edgar/data/898293/000119312520001434/d852870dex103.htm)] [added: – Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.4] | | | | | | | | | | | | [removed: 11/30/2019] [added: 2/28/2021] | | |
| [removed: 10.3d†] [added: 10.4f†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR [removed: - OEU).](https://www.sec.gov/Archives/edgar/data/898293/000119312520001434/d852870dex104.htm)] [added: – Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.2] | | | | | | | | | | | | [removed: 11/30/2019] [added: 11/30/2021] | | |
| [removed: 10.3e†] [added: 10.4h†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-ONEU).](https://www.sec.gov/Archives/edgar/data/898293/000119312520001434/d852870dex105.htm)] [added: (TBRSU Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex105.htm)] | | | | | | 10-Q | | | | | | 10.5 | | | | | | | | | | | | [removed: 11/30/2019] [added: 11/30/2021] | | |
| [removed: 10.3f†] [added: 10.4a†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-OEU)](https://www.sec.gov/Archives/edgar/data/898293/000119312520001434/d852870dex106.htm).] [added: (TBRSU-Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.2] | | | | | | | | | | | | [removed: 11/30/2019] [added: 2/28/2021] | | |
| [removed: 10.3g†] [added: 10.4l†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-DIR)](https://www.sec.gov/Archives/edgar/data/898293/000119312520001434/d852870dex107.htm).] [added: (TBRSU Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex103.htm)] | | | | | | 10-Q | | | | | | [removed: 10.7] [added: 10.3] | | | | | | | | | | | | [removed: 11/30/2019] [added: 11/30/2022] | | |
| [removed: 10.4†] [added: 10.3†] | | | | | | | | | [Jabil Inc. 2011 Employee Stock Purchase Plan, as amended.](https://www.sec.gov/Archives/edgar/data/898293/000119312520313839/d27319ddef14a.htm#tx27319_79) | | | | | | 14A | | | | | | B | | | | | | | | | | | | 12/9/2020 | | |
| [removed: 10.5†] [added: 10.4†] | | | | | | | | | [Jabil Inc. 2021 Equity Incentive Plan.](https://www.sec.gov/Archives/edgar/data/898293/000119312520313839/d27319ddef14a.htm#tx27319_77) | | | | | | 14A | | | | | | A | | | | | | | | | | | | 12/9/2020 | | |
| [removed: 10.5a†] [added: 10.4b†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex102.htm)] [added: (TBRSU-Non-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex103.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.3] | | | | | | | | | | | | 2/28/2021 | | |
| [removed: 10.5b†] [added: 10.4g†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-Non-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex103.htm)] [added: (TBRSU-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex103.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2021] | | |
| [removed: 10.5c†] [added: 10.4k†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex104.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.2] | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2022] | | |
| [removed: 10.5d†] [added: 10.4j†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex105.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex101.htm)] | | | | | | 10-Q | | | | | | [removed: 10.5] [added: 10.1] | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2022] | | |
| [removed: 10.5e†] [added: 10.4i†] | | | | | | | | | [Form of Jabil Inc. Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex106.htm)] [added: Global Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522186715/d193672dex101.htm)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.1] | | | | | | | | | | | | [removed: 2/28/2021] [added: 5/31/2022] | | |
| [removed: 10.5f†] [added: 10.4m†] | | | | | | | | | [Form of Jabil Inc. [removed: Two-Year] Restricted Stock Unit Award Agreement [removed: (PBRSU EPS-Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex107.htm)] [added: (TBRSU-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.7] [added: 10.4] | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2022] | | |
| [removed: 10.5g†] [added: 10.4n†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (PBRSU EPS – Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex101.htm)] [added: (TBRSU-Cash-Settled-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex105.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.5] | | | | | | | | | | | | [removed: 11/30/2021] [added: 11/30/2022] | | |
| [removed: 10.6†] [added: 10.5†] | | | | | | | | | [Executive Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/898293/000095012311018473/g26273exv4w1.htm) | | | | | | S-8 | | | | | | 4.1 | | | | | | | | | [added: 2/25/2011] | | | [removed: 2/25/2011] | | |
| [removed: 10.7] [added: 10.6] | | | | | | | | | [Underwriting Agreement, dated as of April 20, 2022, among the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed therein.](https://www.sec.gov/Archives/edgar/data/898293/000119312522140579/d339531dex11.htm) | | | | | | 8-K | | | | | | 1.1 | | | | | | | | | [added: 5/4/2022] | | | [removed: 5/4/2022] | | |
| 21.1* | | | | | | | | | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/898293/000119312522268383/d389587dex211.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 23.1* | | | | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/898293/000119312522268383/d389587dex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 24.1* | | | | | | | | | [Power of Attorney (See Signature [removed: page).](#i5741abbf48c44d7f8e138c8576b2493d_250)] [added: page).](#ic303cc9f34f3413b8e006da5c55f4516_226)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
2.*Financial Statement Schedule*.
This financial statement schedule should be read in conjunction with our consolidated financial statements, and related notes thereto.
(b) *Exhibits*.
(c) *Financial Statement Schedules*.
| 4.4 | | | | | | | | | [Form of 5.450% Senior Notes due 2029 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.10).](https://www.sec.gov/Archives/edgar/data/898293/000119312523100531/d452897dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | | | | | | | 4/13/2023 | | |
| 4.10 | | | | | | | | | [Officers’ Certificate, dated as of April 13, 2023, establishing the 5.450% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/898293/000119312523100531/d452897dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | | | | | | | 4/13/2023 | | |
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| 10.7 | | | | | | | | | [Underwriting Agreement, dated as of April 10, 2023, among the Company, BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein](https://www.sec.gov/Archives/edgar/data/898293/000119312523100531/d452897dex11.htm). | | | | | | 8-K | | | | | | 1.1 | | | | | | | | | | | | 4/13/2023 | | |
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| 10.8† | | | | | | | | | [Mutual Separation Agreement and Release dated as of August 21, 2023, between Jabil Inc. and Steven Borges.](https://www.sec.gov/Archives/edgar/data/898293/000119312523221471/d489985dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | | | | | | | 8/25/2023 | | |
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| 10.9* * | | | | | | | | | [Agreement for the Sale and Purchase of Shares in Juno Newco Target Holdco Singapore Pte. Ltd. and certain Assets of Jabil Circuit (Singapore) Pte. Ltd., dated as of September 26, 2023, by and between BYD Electronic (International) Company Limited and Jabil Circuit (Singapore) Pte. Ltd., a Singapore private limited company.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex109.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| * | | | | | | | | | Portions of the exhibit have been omitted. An unredacted copy of the agreement and a copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request. | | | | | | | | | | | | | | | | | | | | | | | | | | |
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October 20, 2023
| Liabilities held for sale | | | 1,397 | | | | | | — | | |
| Interest expense, net | | | 206 | | | | | | 146 | | | | | | 124 | | |
| Excise taxes related to treasury shares purchased | | | (1) | | | | | | — | | | | | | — | | |
| Proceeds from the divestiture of businesses | | | 50 | | | | | | — | | | | | | — | | |
The Company classifies assets and related liabilities as held for sale when: (i) management has committed to a plan to sell the net assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the net assets are being actively marketed for sale at price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets.
Assets and liabilities held for sale are presented separately on our consolidated balance sheets at the lower of cost or fair value, less costs to sell.
Depreciation and amortization expense for long-lived assets are not recorded while these assets are classified as held for sale.
For each period that assets are classified as being held for sale, they are tested for recoverability.
See Note 16 – “Business Acquisitions and Divestitures” for additional information.
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| 10.5h† | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | | | | | | | 11/30/2021 | | |
| 10.5i† | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex103.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | | | | | | | 11/30/2021 | | |
| 10.5j† | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-Cash- Settled - NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | | | | | | | 11/30/2021 | | |
| 10.5k† | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex105.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | | | | | | | 11/30/2021 | | |
| 10.5l† | | | | | | | | | [Form of Jabil Inc. Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Global Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522186715/d193672dex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | | | | | | | 5/31/2022 | | |
October 25, 2022
October 25, 2022
October 25, 2022
| Interest income | | | (5) | | | | | | (6) | | | | | | (15) | | |
| Interest expense | | | 151 | | | | | | 130 | | | | | | 174 | | |
| Change in available for sale securities: | | | | | | | | | | | | | | | | | |
| Unrealized loss on available for sale securities | | | — | | | | | | — | | | | | | (36) | | |
| Adjustment for net losses realized and included in net income | | | — | | | | | | — | | | | | | 36 | | |
| Total change in available for sale securities | | | — | | | | | | — | | | | | | — | | |
| Provision for allowance for doubtful accounts and notes receivable | | | — | | | | | | 6 | | | | | | 32 | | |
contract, and iii) are expected to be recovered through revenue generated from the contract.
The Company has lease agreements that contain both lease and non-lease components.
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| Available for sale securities | | | | | | (Gain) loss on securities | | | | | | — | | | | | | — | | | | | | 36 | | |
ongoing basis (in millions):
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| E | | | $ | 150 | | | | | | | | Uncommitted | | | | | | January 25, 2023 | | | (3) | | |
| F | | | $ | 50 | | | | | | | | Uncommitted | | | | | | February 23, 2023 | | | (4) | | |
| H | | | $ | 550 | | | | | | | | Uncommitted | | | | | | December 4, 2022 | | | (5) | | |
| K | | | $ | 65 | | | | | | | | Uncommitted | | | | | | January 23, 2023 | | | | | |
(2)The program will be automatically extended through December 5, 2025 unless either party provides 30 days notice of termination.
(5)The program will be automatically extended through December 5, 2024 unless either party provides 30 days notice of termination.
(6)The program will be automatically extended through April 11, 2025 unless either party provides 30 days notice of termination.
| 2023 | | | $ | 130 | | | | | $ | 126 | | | | | $ | 256 | |
| Thereafter | | | 174 | | | | | | 14 | | | | | | 188 | | |
Therefore, no amounts related to
| Balance as of August 31, 2020 | | | $ | 74 | | | | | $ | 623 | | | | | $ | 697 | |
| Balance as of August 31, 2021 | | | 74 | | | | | | 641 | | | | | | 715 | | |
| 4.700% Senior Notes(1)(2)(3) | | | Sep 15, 2022 | | | | | | $ | — | | | | | $ | 499 | |
| 2023 | | | $ | 300 | |
| 2026 | | | 497 | | |
An excerpt. Shown here: 40 of 609 rewritten, 40 of 212 added and 40 of 129 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2023 filing and the FY2022 filing.
Item 16. Form 10-K Summary
15 rewritten, 7 added, 3 removed, 49 unchanged
Read the full itemFY2023 item · filed October 20, 2023FY2022 item · filed October 25, 2022
| | | | | | | [removed: Mark T. Mondello] [added: Kenneth S. Wilson] Chief Executive Officer | | |
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Mark T.][added: Kenneth S.]
[removed: Mondello] [added: Wilson] and Michael Dastoor and each of them, jointly and severally, his or her attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof.
| By: | | | /s/ MARK T. MONDELLO | | | | | | Chairman of the Board of Directors [removed: and Chief Executive Officer (Principal Executive Officer)] | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ STEVEN A. RAYMUND | | | | | | Lead Independent Director | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ THOMAS A. SANSONE | | | | | | Vice Chairman of the Board of Directors | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ MICHAEL DASTOOR | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ ANOUSHEH ANSARI | | | | | | Director | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ CHRISTOPHER S. HOLLAND | | | | | | Director | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ JOHN C. PLANT | | | | | | Director | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ DAVID M. STOUT | | | | | | Director | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| By: | | | /s/ KATHLEEN A. WALTERS | | | | | | Director | | | October [removed: 25, 2022] [added: 20, 2023] | | |
| | | | | | | Balance at Beginning of Period | | | | | | Additions and Adjustments Charged to Costs and Expenses | | | | | | [removed: Additions/ (Reductions) Charged to] [added: Additions/ (Reductions) Charged to] Other [removed: Accounts] [added: Accounts(1)] | | | | | | Write-offs | | | | | | Balance at End of Period | | |
| Fiscal year ended August 31, [removed: 2020] [added: 2023] | | | | | | $ | [removed: 70] [added: 82] | | | | | $ | [removed: 60] [added: 34] | | | | | $ | [removed: —] [added: (27)] | | | | | $ | [removed: (45)] [added: (31)] | | | | | $ | [removed: 85] [added: 58] | |
| Fiscal year ended August 31, [removed: 2020] [added: 2023] | | | | | | $ | [removed: 288] [added: 281] | | | | | $ | [removed: 54] [added: 28] | | | | | $ | 9 | | | | | $ | [removed: (10)] [added: (15)] | | | | | $ | [removed: 341] [added: 303] | |
| Date: October 20, 2023 | | | By: | | | /s/ KENNETH S. WILSON | | |
| By: | | | /s/ KENNETH S. WILSON | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | October 20, 2023 | | |
| | | | Kenneth S. Wilson | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
(1)During the fiscal year ended August 31, 2023 the reductions charged to other accounts relates to inventory reserves for excess and obsolete inventory classified as held for sale.
| Date: October 25, 2022 | | | By: | | | /s/ MARK T. MONDELLO | | |
| By: | | | /s/ MARTHA F. BROOKS | | | | | | Director | | | October 25, 2022 | | |
| | | | Martha F. Brooks | | | | | | | | | | | |