What changed in this filing

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Item 9A. Controls and Procedures

2022-10-25 compared with 2021-10-22 · 160 added, 208 removed, 1258 unchanged (23% of the section changed)

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Other Information

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;

◦ 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.

Directors, Executive Officers and Corporate Governance

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(formerly known as The Bank of New York Trust) Company, N.A.), as trustee.

Form of 4.700% Registered Senior Notes issued on August 3, 2012

Officers’ Certificate of the Registrant pursuant to the Indenture, dated August 3, 2012.

Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.8).

Officers’ Certificate, dated as of January 17, 2018, establishing the 3.950% Senior Notes due 2028.

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Officers’ Certificate, dated as of April 14, 2021, establishing the 1.700% Senior Notes due 2026.

Officers’ Certificate, dated as of May 4, 2022, establishing the 4.250% Senior Notes due 2027.

Description of Jabil Securities.

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Restricted Stock Unit Award Agreement (TBRSU-DIR) .

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU EPS - Executive-EU).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU EPS - Executive - Non-EU).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU TSR - ONEU).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU TSR - OEU).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-ONEU).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-OEU).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-DIR).

2011 Employee Stock Purchase Plan, as amended.

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Two-Year Restricted Stock Unit Award Agreement (PBRSU EPS-Executive).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-Cash- Settled - NON-Employee Director).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU Executive).

Form of Jabil Inc.

Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Global Executive).

Executive Deferred Compensation Plan.

Amendment No.

1 to Credit Agreement dated as of April 28, 2021 among Jabil Inc.;

the lenders named therein;

Citibank, N.A., as administrative agent;

Sumitomo Mitsui Banking Corporation and Citibank, N.A., as sustainability agents;

JPMorgan Chase Bank, N.A.

and Bank of America, N.A., as co-syndication agents;

BNP Paribas, Mizuho Bank, Ltd., MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S.

Bank National Association, as documentation agents;

and Citibank, N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc., BNP Paribas Securities Corp., Mizuho Bank, Ltd., MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S.

Bank National Association, as joint lead arrangers and joint bookrunners .

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.

List of Subsidiaries.

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Filed or furnished herewith.

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Jabil agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.

Certain instruments with respect to long-term debt of the Company and its consolidated subsidiaries are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount of securities authorized under each such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

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Consolidated Balance Sheets – August 31, 2022 and 2021

Consolidated Statements of Operations – Fiscal years ended August 31, 2021 , 2020, and 2019

Consolidated Statements of Operations – Fiscal years ended August 31, 2022 , 2021, a nd 2020

Consolidated Statements of Comprehensive Income – Fiscal years ended August 31, 2022 , 2021, and 2020

Consolidated Statements of Stockholders’ Equity – Fiscal years ended August 31, 2021 , 2020, and 2019

Consolidated Statements of Cash Flows – Fiscal years ended August 31, 2021 , 2020, and 2019

Consolidated Statements of Stockholders’ Equity – Fiscal years ended August 31, 2022 , 2021, an d 2020

Consolidated Statements of Cash Flows – Fiscal years ended August 31, 2022 , 2021, a nd 2020

Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Jabil Inc.

To the Stockholders and the Board of Directors of Jabil Inc.

Opinion on Internal Control Over Financial Reporting

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and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of August 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated October 22, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated October 25, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Jabil Inc.

To the Stockholders and the Board of Directors of Jabil Inc.

Opinion on the Financial Statements

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How We Addressed the Matter in Our Audit

We tested controls over the Company’s process to assess the technical merits of tax positions related to certain intercompany transactions and also tested controls over the Company’s process to determine the application of the relevant laws, regulations and tax rulings, including management’s process to recognize and measure the related tax positions.

We tested internal controls over the Company’s process to assess the technical merits of tax positions related to certain intercompany transactions and also tested internal controls over the Company’s process to determine the application of the relevant laws, regulations and tax rulings, including management’s process to recognize and measure the related tax positions.

In testing the recognition and measurement criteria, we involved tax professionals to assist in assessing the technical merits of the Company’s tax positions.

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Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts

Accounts receivable, net of allowance for credit losses

Contract assets

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Operating income

Loss on debt extinguishment

(Gain) loss on securities

Other (income) expense

Other expense (income)

Interest income

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Fiscal Year Ended August 31,

Other comprehensive income (loss):

Other comprehensive (loss) income:

Change in foreign currency translation

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Change in fair value of derivatives

Adjustment for net (gains) losses realized and included in net income

Adjustment for net losses (gains) realized and included in net income

Total change in derivative instruments

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Total change in available for sale securities

Actuarial gain (loss)

Prior service cost

Total other comprehensive income (loss)

Actuarial gain

Prior service credit (cost)

Total other comprehensive (loss) income

Comprehensive income

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Declared dividends

Cumulative effect adjustment for adoption of new accounting standards

Net income attributable to Jabil Inc.

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Beginning balances

Other comprehensive income (loss)

Total other comprehensive (loss) income

Ending balances

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Beginning balances

Net income attributable to noncontrolling interests

(Purchase) or acquisition of noncontrolling interests

Disposition of noncontrolling interests

Net income attributable to noncontrolling interests, net of tax

Purchase of noncontrolling interests

Declared dividends to noncontrolling interests

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Deferred income taxes

Loss (gain) on sale of property, plant and equipment

Loss on sale of property, plant and equipment

Provision for allowance for doubtful accounts and notes receivable

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Cash receipts on repurchased receivables

Cash receipts on sold receivables

Net cash used in investing activities

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Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Accounts receivable consist of trade receivables and other miscellaneous receivables.

The Company maintains an allowance for doubtful accounts based on historical losses, the age of past due receivables, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers.

The Company maintains an allowance for credit losses based on historical losses, the age of past due receivables, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers.

Bad debts are charged to this allowance after all attempts to collect the balance are exhausted.

As the financial condition and circumstances of the Company’s customers change, adjustments to the allowance for doubtful accounts are made as necessary.

As the financial condition and circumstances of the Company’s customers change, adjustments to the allowance for credit losses are made as necessary.

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers.

The Company records an asset when revenue is recognized prior to invoicing a customer (“contract assets”) while a liability is recognized when a customer pays an invoice prior to the Company transferring control of the goods or services (“contract liabilities”).

The Company records an asset when revenue is recognized prior to invoicing a customer (“contract assets”) while a liability is recognized when a customer provides consideration prior to the Company transferring control of the goods or services (“contract liabilities”).

Amounts recognized as contract assets are generally transferred to receivables in the succeeding quarter due to the short-term nature of the manufacturing cycle.

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Fulfillment Costs

The Company capitalizes costs incurred to fulfill its contracts that i) relate directly to the contract or anticipated contracts, ii) are expected to generate or enhance the Company’s resources that will be used to satisfy the performance obligation under the contract, and iii) are expected to be recovered through revenue generated from the contract.

contract, and iii) are expected to be recovered through revenue generated from the contract.

Capitalized fulfillment costs are amortized to cost of revenue as the Company satisfies the related performance obligations under the contract with approximate lives ranging from 1 year to 3 years.

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Amortization of fulfillment costs were $ 74 million, $ 58 million and $ 57 million during the fiscal years ended August 31, 2022, 2021 and 2020, respectively.

Immaterial or no impairments for fulfillment costs were recognized during the fiscal years ended August 31, 2021, 2020 and 2019, respectively.

Property, Plant and Equipment, net

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The cost and related accumulated depreciation of assets sold or retired is removed from the accounts and any resulting gain or loss is reflected in the Consolidated Statements of Operations as a component of operating income.

Following the adoption of Accounting Standards Update No.

2016-02 (“ASU 2016-02”), Leases (Topic 842) on September 1, 2019, the Company elected to apply the package of practical expedients, which among other things, allows entities to maintain the historical lease classification for existing leases.

The Company has lease agreements that contain both lease and non-lease components.

For lease agreements entered into or reassessed after the adoption of ASU 2016-02, the Company has elected the practical expedient to combine lease and non-lease components for building and real estate leases.

The Company primarily has leases for buildings, real estate, machinery and equipment with lease terms ranging from 1 year to 35 years.

For lease agreements entered into or reassessed beginning in fiscal year 2020, the Company has elected the practical expedient to combine lease and non-lease components for building and real estate leases.

The Company primarily has leases for buildings, machinery and equipment with lease terms ranging from 1 year to 34 years.

Leases for other classes of assets are not significant.

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The following table sets forth the changes in AOCI, net of tax, by component during the fiscal year ended August 31, 2022 (in millions):

Service (Cost) Credit

Actuarial Gain (Loss)

Prior Service (Cost) Credit

Balance as of August 31, 2021

Other comprehensive income (loss) before reclassifications

Other comprehensive (loss) income before reclassifications

Amounts reclassified from AOCI

Other comprehensive income (loss) (1)

Other comprehensive (loss) income (1)

Balance as of August 31, 2022

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Financial Statement Line Item

Realized (gains) losses on derivative instruments:

Realized losses (gains) on derivative instruments:

Foreign exchange contracts

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Interest expense

Actuarial (gain) loss

Actuarial gain

Prior service cost

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(1) The Company expects to reclassify $ 28 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

(2) Amounts are included in the computation of net periodic benefit pension cost.

(2) Amounts are included in the computation of net periodic benefit cost.

Refer to Note 10 – “Postretirement and Other Employee Benefits” for additional information.

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As a result, revenue is recognized over time when or as the Company transfers control of the promised products or services (known as performance obligations) to its customers.

For certain other contracts with customers that do not meet the over time revenue

recognition criteria, transfer of control occurs at a point in time which generally occurs upon delivery and transfer of risk and title to the customer.

For certain other contracts with customers that do not meet the over time revenue recognition criteria, transfer of control occurs at a point in time which generally occurs upon delivery and transfer of risk and title to the customer.

Most of the Company's contracts have a single performance obligation as the promise to transfer the individual manufactured product or service is capable of being distinct and is distinct within the context of the contract.

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The Company recognizes estimates of this variable consideration that are not expected to result in a significant revenue reversal in the future, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs.

The Company is responsible for procuring certain components from suppliers for the manufacturing of finished goods at the direction of certain customers.

If the Company does not obtain control of these components before they are transferred to the customer, the Company accounts for revenue associated with such components on a net basis.

Revenue associated with components procured directly from customers is accounted for on a net basis if the components do not constitute a distinct good or service from the customer.

Taxes collected from the Company’s customers and remitted to governmental authorities are presented within the Company’s Consolidated Statement of Operations on a net basis and are excluded from the transaction price.

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Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in the

tax rate is recognized in income in the period that includes the enactment date of the rate change.

The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

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The Company’s diluted earnings per share is calculated in a similar manner, but includes the effect of dilutive securities.

The difference between the weighted average number of basic shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units and dilutive stock appreciation rights.

Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive.

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The following is a summary of the trade accounts receivable sale programs with unaffiliated financial institutions where the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase, at a discount, on an

ongoing basis:

(in millions) (1)

ongoing basis (in millions):

December 5, 2022

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August 10, 2023

July 21, 2022

December 4, 2022

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(3) Any party may elect to terminate the agreement upon 30 days prior notice.

(4) The program will be automatically extended through January 25, 2023 unless either party provides 30 days notice of termination.

(4) Any party may elect to terminate the agreement upon 15 days prior notice.

(6) The program will be automatically extended through August 10, 2023 unless either party provides 30 days notice of termination.

(7) The program will be automatically extended through August 21, 2023 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.

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Construction in progress

Property, plant and equipment

Less accumulated depreciation and amortization

Property, plant and equipment, net

Depreciation and maintenance and repair expenses were as follows for the periods indicated (in millions):

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The future minimum lease payments under operating and finance leases as of August 31, 2022 were as follows (in millions):

Fiscal Year Ending August 31,

Fiscal Year Ended August 31,

Operating Leases (1)

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Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.

(2) As of August 31, 2021, the future minimum lease payments exclude $ 155 million of residual value guarantees that could potentially come due in future periods.

(2) Excludes $ 194 million of residual value guarantees that could potentially come due in future periods.

The Company does not believe it is probable that any amounts will be owed under these guarantees.

Therefore, no amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

Therefore, no amounts related to

the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

Goodwill and Other Intangible Assets

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1.700 % Senior Notes (1)(2)(4)

4.250 % Senior Notes (1)(2)(3)

Borrowings under credit facilities (5)(6)

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(2) The Senior Notes are the Company’s senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.

(3) On May 4, 2022, the Company issued $ 500 million of registered 4.250 % Senior Notes due 2027 (the “Green Bonds” or the “ 4.250 % Senior Notes”).

On May 31, 2022, the net proceeds from the offering were used to redeem the Company’s 4.700 % Senior Notes due in 2022 and pay the applicable “make-whole” premium and accrued interest.

In addition, the Company intends to allocate an amount equal to the net proceeds from this offering to finance or refinance eligible expenditures under the Company’s new green financing framework.

(4) On April 14, 2021, the Company issued $ 500 million of publicly registered 1.700 % Senior Notes due 2026 (the “ 1.700 % Senior Notes”).

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The Credit Facility acts as the back-up facility for commercial paper outstanding, if any.

The Company has a borrowing capacity of up to $ 1.8 billion under its commercial paper program.

The Company has a borrowing capacity of up to $ 3.2 billion under its commercial paper program, which was increased from $ 1.8 billion on February 18, 2022.

In the ordinary course of business, the Company has letters of credit and surety bonds with banks and insurance companies outstanding of $ 73 million as of August 31, 2022.

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incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates.

In addition, the revolving credit facilities and the 4.900 % Senior Notes contain debt leverage and

interest coverage covenants.

In addition, the revolving credit facilities and the 4.900 % Senior Notes contain debt leverage and interest coverage covenants.

The Company is also subject to certain covenants requiring the Company to offer to repurchase the 4.900 %, 3.950 %, 3.600 %, 3.000 %, 1.700 % or 4.250 % Senior Notes upon a change of control.

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(i) add a foreign entity to the program, (ii) increase the maximum amount of net cash proceeds available at any one time from $ 390 million to $ 600 million and (iii) extend the expiration date of the program to November 25, 2024.

As of August 31, 2021, the Company had up to $ 24 million in available liquidity under its global asset-backed securitization program.

As of August 31, 2022, the Company had no available liquidity under its global asset-backed securitization program.

Certain entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis.

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(i) $ 68 million for the remittance of collections received prior to June 28, 2021, in the Company’s role as servicer of sold receivables and (ii) a repurchase of $ 99 million of all previously sold receivables, at fair value, that remained outstanding as of June 28, 2021.

As of August 31, 2021, the Company has substantially collected the repurchased receivables from customers.

The special purpose entity in the foreign asset-backed securitization program is a separate bankruptcy-remote entity that is winding down as a result of the termination of the foreign-asset backed securitization program.

The Company is deemed the primary beneficiary of this special purpose entity as the Company has both the power to direct the activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivable into the special purpose entity.

Accordingly, the special purpose entity associated with the foreign asset-backed securitization program is included in the Company’s Consolidated Financial Statements.

The foreign asset-backed securitization program contained a guarantee of payment by the special purpose entity, in an amount approximately equal to the net cash proceeds under the program.

As a result of the termination of the foreign asset-backed securitization program all outstanding amounts have been settled with the financial institution as of August 31, 2021.

As such, no liability has been recorded for obligations under the guarantee .

As of August 31, 2021, the Company had substantially collected the repurchased receivables from customers.

Global and foreign asset-backed securitization programs- The Company continues servicing the receivables sold and in exchange receives a servicing fee under the global asset-backed securitization programs.

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(3) Includes trade accounts receivable sold and cash proceeds received under the foreign asset-backed securitization program through June 28, 2021, except for $ 99 million of previously sold receivables that were repurchased.

(4) Excludes $ 650 million of trade accounts receivable sold, $ 488 million of cash and $ 14 million of net cash received prior to the amendment of the foreign asset-backed securitization program and under the global asset-backed securitization program which occurred during the first quarter of fiscal year 2019.

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility.

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August 31, 2021

Contract liabilities (1)

Accrued compensation and employee benefits

Inventory deposits

Accrued compensation and employee benefits

Contract liabilities (1)

Other accrued expenses

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The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in UK employee benefit and tax laws plus such additional amounts as are deemed appropriate by the Company.

As a result of the third closing of the JJMD acquisition, the Company assumed a pension obligation for employees in Switzerland (the “Switzerland plan”).

As a result of the third closing of the Johnson & Johnson Medical Devices Companies (“JJMD”) acquisition, the Company assumed a pension obligation for employees in Switzerland (the “Switzerland plan”).

The Switzerland plan, which is a qualified defined benefit pension plan, provides benefits based on average employee earnings over an approximately 8 year service period preceding retirement and length of employee service.

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Ending fair value of plan assets

Unfunded status

Funded (unfunded) status

Amounts recognized in the Consolidated Balance Sheets

Accrued benefit liability, current

Accrued benefit asset, noncurrent

Accrued benefit liability, noncurrent

Accumulated other comprehensive loss (2)

Actuarial (gain) loss, before tax

Actuarial gain, before tax

Prior service cost, before tax

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Fiscal Year Ended August 31,

Service cost (1)

Interest cost (2)

Expected long-term return on plan assets (2)

Recognized actuarial (gain) loss

Recognized actuarial gain (2)

Amortization of actuarial gains (2)(3)

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Net periodic benefit cost

(1) Service cost is recognized in cost of revenue in the Condensed Consolidated Statement of Operations.

(2) Components are recognized in other expense in the Condensed Consolidated Statement of Operations.

(3) Actuarial gains and losses are amortized using a corridor approach.

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Within the debt securities class, the investment policy provides for investments in corporate bonds as well as fixed and variable interest debt instruments.

The Company currently expects to achieve a target mix of 35 % to 45 % equity and 55 % to 65 % debt securities in fiscal year 2022.

The Company currently expects to achieve a target mix of 40 % equity and 60 % debt securities in fiscal year 2023.

The fair values of the plan assets held by the Company by asset category are as follows (in millions):

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Forward contracts are put in place to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses.

A hedging relationship existed with an aggregate notional amount outstanding of $ 1.5 billion and $ 355 million as of August 31, 2021 and 2020, respectively.

A hedging relationship existed with an aggregate notional amount outstanding of $ 1.4 billion and $ 1.5 billion as of August 31, 2022 and 2021, respectively.

The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges.

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Refer to Note 17 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

The gains and losses recognized in earnings due to hedge ineffectiveness and the amount excluded from effectiveness testing were not material for all periods presented and are included as components of net revenue, cost of revenue and selling, general and administrative expense, which are the same line items in which the hedged items are recorded.

The following table presents the net gains (losses) from forward contracts recorded in the Consolidated Statements of Operations for the periods indicated (in millions):

The gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material for all periods presented and are included as components of net revenue, cost of revenue and selling, general and administrative expense, which are the same line items in which the hedged items are recorded.

The following table presents the net (losses) gains from forward contracts recorded in the Consolidated Statements of Operations for the periods indicated (in millions):

Derivatives Not Designated as Hedging Instruments Under ASC 815

Location of Gain (Loss) on Derivatives Recognized in Net Income

Amount of Gain (Loss) Recognized in Net Income on Derivatives

Location of (Loss) Gain on Derivatives Recognized in Net Income

Amount of (Loss) Gain Recognized in Net Income on Derivatives

Fiscal Year Ended August 31,

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Cost of revenue

(1) For the fiscal years ended August 31, 2021 and 2020, the Company recognized $ 105 million and $ 47 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

For the fiscal year ended August 31, 2019, the Company recognized $ 15 million of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.

(1) For the fiscal years ended August 31, 2022, the Company recognized $ 87 million of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.

For the fiscal years ended 2021 and 2020, the Company recognized $ 105 million and $ 47 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

Interest Rate Risk Management

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Cash Flow Hedges

The following table presents the interest rate swaps outstanding as of August 31, 2021, which have been designated as hedging instruments and accounted for as cash flow hedges:

The following table presents the interest rate swaps outstanding as of August 31, 2022, which have been designated as hedging instruments and accounted for as cash flow hedges (in millions):

Interest Rate Swap Summary

Hedged Interest Rate Payments

Aggregate Notional Amount (in millions)

Aggregate Notional Amount

Effective Date

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Anticipated Debt Issuance

November 2, 2020

July 31, 2024

Anticipated Debt Issuance

August 8, 2022

July 31, 2024

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(2) If the anticipated debt issuance occurs before July 31, 2024, the contracts will be terminated simultaneously with the debt issuance.

Contemporaneously with the issuance of our 3.000 % Notes in July 2020, the Company amended interest rate swap agreements with a notional value of $ 200 million, with mandatory termination dates from August 15, 2020 through February

15, 2022 (the “2020 Extended Interest Rate Swaps”).

Contemporaneously with the issuance of the 4.250 % Senior Notes, in April 2022 the Company settled cash flow hedges with an aggregate notional amount of $ 250 million and $ 170 million, with effective dates of November 2020 and March 2022,

respectively.

The cash received for the cash flow hedges at settlement was $ 46 million.

The settled cash flow hedges are recorded in the Condensed Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense in the Condensed Consolidated Statements of Operations.

Contemporaneously with the issuance of the 3.000 % Senior Notes in July 2020, the Company amended interest rate swap agreements with a notional amount of $ 200 million, with mandatory termination dates from August 15, 2020 through February 15, 2022 (the “2020 Extended Interest Rate Swaps”).

In addition, the Company entered into interest rate swaps to offset future exposures of fluctuations in the fair value of the 2020 Extended Interest Rate Swaps (the “Offsetting Interest Rate Swaps”).

The change in fair value of the 2020 Extended Interest Rate Swaps and Offsetting Interest Rate Swaps will be recorded in the Consolidated Statements of Income through the maturity date as an adjustment to interest expense.

The change in fair value of the 2020 Extended Interest Rate Swaps and Offsetting Interest Rate Swaps was recorded in the Consolidated Statements of Operations through the maturity date of February 15, 2022, as an adjustment to interest expense.

Stockholders’ Equity

4 unchanged sentences

Equity Compensation Plan

On January 21, 2021, the 2021 Equity Incentive Plan (the “2021 EIP”) was approved by the shareholders of the Company.

The 2021 EIP replaced the Company’s 2011 Stock Award and Incentive Plan (the “2011 Plan”), which terminated on October 21, 2020.

The maximum aggregate number of shares that are available for issuance under the 2021 EIP is 11,000,000 , which includes the:

(i) additional shares authorized by the shareholders in January 2021 and (ii) the shares previously available for issuance under the 2011 Plan.

The 2021 Equity Incentive Plan (the “2021 EIP”) provides for the grant of restricted stock awards, restricted stock unit awards and other stock-based awards.

The maximum aggregate number of shares that are available for issuance under the 2021 EIP is 11,000,000 .

Following is a reconciliation of the shares available to be issued under the 2021 EIP as of August 31, 2022:

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Balance as of August 31, 2021

Shares authorized

Restricted stock units granted, net of forfeitures (1)

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(1) Represents the maximum number of shares that can be issued based on the achievement of certain performance criteria.

Stock Appreciation Rights (“SARS”)

The following table summarizes SARS activity from August 31, 2020 through August 31, 2021:

Intrinsic Value

(in thousands)

Outstanding as of August 31, 2020

SARS exercised

Outstanding and exercisable as of August 31, 2021

Restricted Stock Units

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During the fiscal year ended August 31, 2022, the Company awarded approximately 0.7 million time-based restricted stock units, 0.2 million performance-based restricted stock units and 0.2 million market-based restricted stock units based on target performance criteria.

The following table represents the restricted stock units and SARS stock-based compensation information for the periods indicated (in millions):

The following table represents the restricted stock units and stock appreciation rights (“SARS”) stock-based compensation information for the periods indicated (in millions):

Fiscal Year Ended August 31,

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Employee Stock Purchase Plan

On January 21, 2021 the Company’s shareholders approved increasing the maximum aggregate number of shares available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) to 23,000,000 .

The maximum aggregate number of shares available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) is 23,000,000 .

Employees are eligible to participate in the ESPP after 90 days of employment with the Company.

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The following table sets forth certain information relating to the Company’s cash dividends declared to common stockholders during fiscal years 2022 and 2021:

(in millions, except for per share data)

Declaration Date

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Dividend Cash

(in millions, except for per share data)

Fiscal Year 2022:

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Ending balances

(1) During fiscal year 2018, the Board of Directors authorized the repurchase of $ 350 million of the Company’s common stock under share repurchase programs, which were repurchased during fiscal year 2019.

(2) In September 2019, the Board of Directors authorized the repurchase of up to $ 600 million of the Company’s common stock as part of a two-year capital allocation framework (“the 2020 Share Repurchase Program”).

As of August 31, 2021, 14.1 million shares had been repurchased for $ 600 million and no authorization remains under the 2020 Share Repurchase Program.

(1) In July 2021, the Board of Directors approved an authorization for the repurchase of up to $ 1.0 billion of the Company’s common stock (the “2022 Share Repurchase Program”).

As of August 31, 2022, 12.4 million shares had been repurchased for $ 737 million and $ 263 million remains available under the 2022 Share Repurchase Program.

(2) In September 2022, the Board of Directors approved an authorization for the repurchase of up to $ 1.0 billion of the Company’s common stock (the “2023 Share Repurchase Program”).

Concentration of Risk and Segment Data

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As the Company is a provider of manufacturing services and solutions and products are built based on customer specifications, it is impracticable to provide revenues from external customers for each product and service.

Sales to the following customer that accounted for 10% or more of the Company’s net revenues, expressed as a percentage of consolidated net revenue, and the percentage of accounts receivable for the customer, were as follows:

Sales to the following customers that accounted for 10% or more of the Company’s net revenues, expressed as a percentage of consolidated net revenue, and the percentage of accounts receivable for the customers, were as follows:

Percentage of Net Revenue

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Segment income is defined as net revenue less cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses.

Segment income does not include amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, acquisition and integration charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, (gain) loss on securities, goodwill impairment charges, business interruption and impairment charges, net, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations, other expense (excluding certain components of net periodic benefit cost), interest income, interest expense, income tax expense or adjustment for net income (loss) attributable to noncontrolling interests.

Segment income does not include amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, acquisition and integration charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, goodwill impairment charges, business interruption and impairment charges, net, loss on debt extinguishment, (gain) loss on securities, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations, other expense (excluding certain components of net periodic benefit cost), interest income, interest expense, income tax expense or adjustment for net income (loss) attributable to noncontrolling interests.

Total segment assets are defined as accounts receivable, contract assets, inventories, net, customer-related property, plant and equipment, intangible assets net of accumulated amortization and goodwill.

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Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.

As of September 1, 2020, certain customers were realigned within the Company’s operating segments.

As there have been no changes to how the Company’s CODM assesses operating performance and allocates resources, the Company’s operating segments which are the reporting segments continue to consist of the DMS and EMS segments.

Beginning in fiscal year 2021, customers within the automotive and transportation and smart home and appliances industries are presented within the DMS segment.

Prior period disclosures are restated to reflect the realignment.

The following table presents the Company’s revenues disaggregated by segment (in millions):

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Fiscal Year Ended August 31,

Segment income and reconciliation of income before tax

Segment income and reconciliation of income before income tax

Total segment income

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Acquisition and integration charges

Loss on debt extinguishment

Gain (loss) on securities

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Income before income tax

(in millions)

August 31, 2022

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Total restructuring, severance and related charges (2)(3)

(1) Recorded during the fiscal year ended August 31, 2022 for headcount reduction activities.

(2) As the Company continued to optimize its cost structure and improve operational efficiencies, $ 57 million of employee severance and benefit costs was incurred in connection with a reduction in the worldwide workforce during the fiscal year ended August 31, 2020.

The remaining amount primarily relates to the 2020 Restructuring Plan, which was complete as of August 31, 2021.

(2) Primarily relates to the 2017 Restructuring Plan, which was complete as of August 31, 2019.

(3) Includes $ 1 million, $ 0 million and $ 62 million recorded in the EMS segment, $ 10 million, $ 9 million and $ 76 million recorded in the DMS segment and $ 7 million, $ 1 million and $ 19 million of non-allocated charges for the fiscal years ended August 31, 2022, 2021 and 2020, respectively.

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On September 20, 2019, the Company’s Board of Directors formally approved a restructuring plan to realign the Company’s global capacity support infrastructure, particularly in the Company’s mobility footprint in China, in order to optimize organizational effectiveness.

This action includes headcount reductions and capacity realignment (the “2020 Restructuring Plan”).

The 2020 Restructuring Plan, totaling $ 86 million in restructuring and other related costs, is complete as of August 31, 2021.

The tables below summarizes the Company’s liability activity (in millions):

Employee Severance

and Benefit Costs

Asset Write-off

Related Costs

Balance as of August 31, 2019 (1)

Restructuring related charges

Asset write-off charge and other non-cash activity

Cash payments

Balance as of August 31, 2020 (2)

Restructuring related charges

Asset write-off charge and other non-cash activity

Cash payments

Balance as of August 31, 2021 (2)

(1) Balance as of August 31, 2019 primarily relates to the 2017 Restructuring Plan.

(2) Balance as of August 31, 2020 and 2021 primarily relates to the 2020 Restructuring Plan.

This action included headcount reductions and capacity realignment (the “2020 Restructuring Plan”).

The 2020 Restructuring Plan, totaling $ 86 million in restructuring and other related costs, was complete as of August 31, 2021.

Provision for Income Taxes

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Domestic - federal

Domestic - state

Total deferred

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Changes in tax rates on deferred tax assets and liabilities (3)

One-time transition tax related to the Tax Act

Indefinite reinvestment assertion impact

Valuation allowance (4)

Non-deductible equity compensation

Equity compensation

Impact of intercompany charges and dividends

2 unchanged sentences

(1) The Company has been granted tax incentives for various subsidiaries in China, Malaysia, Singapore and Vietnam, which primarily expire at various dates through fiscal year 2031 and are subject to certain conditions with which the Company expects to comply.

These tax incentives resulted in a tax benefit of approximately $ 51 million ($ 0.34 per basic share), $ 43 million ($ 0.28 per basic share) and $ 67 million ($ 0.43 per basic share) during the fiscal years ended August 31, 2021, 2020 and 2019, respectively.

(2) For the fiscal year ended August 31, 2021, the increase in the impact of foreign tax rates was primarily related to increased income in low tax rate jurisdictions.

For the fiscal year ended August 31, 2020, the decrease in the impact of foreign tax rates was primarily related to decreased income in low tax rate jurisdictions.

For the fiscal year ended August 31, 2019, the decrease in the impact of foreign tax rates was primarily due to a decrease in the U.S.

federal statutory income tax rate due to the Tax Cuts and Jobs Act of 2017 (“Tax Act”).

(3) For the fiscal year ended August 31, 2020, the increase in the changes in tax rates on deferred tax assets and liabilities was primarily due to the re-measurement of deferred tax assets related to an extension of a non-U.S.

These tax incentives resulted in a tax benefit of approximately $ 80 million ($ 0.57 per basic weighted average shares outstanding), $ 51 million ($ 0.34 per basic weighted average shares outstanding) and $ 43 million ($ 0.28 per basic weighted average shares outstanding) during the fiscal years ended August 31, 2022, 2021 and 2020, respectively.

(2) For the fiscal years ended August 31, 2022 and August 31, 2021, the impact of foreign tax rates was primarily related to increased income in low tax rate jurisdictions.

(3) For the fiscal year ended August 31, 2020, the changes in tax rates on deferred tax assets and liabilities was primarily due to the re-measurement of deferred tax assets related to an extension of a non-U.S.

tax incentive of $ 21 million.

(4) For the fiscal year ended August 31, 2022, the valuation allowance change was primarily due to an income tax benefit of $ 26 million for the reversal of a portion of the U.S.

valuation allowance and decreased deferred tax assets with corresponding valuation allowances due to the liquidation of certain non-U.S.

subsidiaries.

The valuation allowance change for the fiscal years ended August 31, 2021 and 2020 was primarily due to the change in deferred tax assets for sites with existing valuation allowances.

The valuation allowance change for the fiscal year ended August 31, 2019 was primarily due to utilization of domestic federal net operating losses and tax credits against the one-time transition tax.

The increase for the fiscal year ended August 31, 2019 was partially offset by an income tax benefit of $ 18 million for the reversal of a U.S.

valuation allowance due to an intangible asset reclassification from indefinite-life to finite-life.

Deferred Tax Assets and Liabilities

Significant components of the deferred tax assets and liabilities are summarized below (in millions):

Fiscal Year Ended August 31,

August 31, 2022

August 31, 2021

Deferred tax assets:

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Based on the Company’s historical operating income, projection of future taxable income, scheduled reversal of taxable temporary differences, and tax planning strategies, management believes it is more likely than not that the Company will realize the benefit of its deferred tax assets, net of valuation allowances recorded.

The net decrease in valuation allowances for the fiscal year ended August 31, 2022 is primarily due to the reversal of a portion of the U.S.

valuation allowance and the change in deferred tax assets for sites with existing valuation allowances.

The Company’s assessment that led to the partial release of the U.S.

valuation allowance considered all available positive and negative evidence including, among other evidence, the impact of historical operating results and the impact of projected future taxable income upon application of the incremental cash tax savings approach for GILTI.

As of August 31, 2022, the Company intends to indefinitely reinvest the remaining earnings from its foreign subsidiaries for which a deferred tax liability has not already been recorded.

3 unchanged sentences

Tax Carryforwards

The amount and expiration dates of income tax net operating loss carryforwards, tax credit carryforwards, and tax capital loss carryforwards, which are available to reduce future taxes, if any, as of August 31, 2021 are as follows:

(dollars in millions)

Last Fiscal Year of Expiration

Income tax net operating loss carryforwards:

Domestic - federal

2038 or indefinite

Domestic - state

5 unchanged sentences

2027 or indefinite

Tax capital loss carryforwards:

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Unrecognized tax benefits that would affect the effective tax rate (if recognized)

(1) The reductions for tax positions of prior years for the fiscal year ended August 31, 2019 are primarily related to a non-U.S.

taxing authority ruling related to certain non-U.S.

net operating loss carryforwards, offset with a valuation allowance and the impacts of the Tax Act.

(1) The additions for the fiscal years ended August 31, 2022, 2021 and 2020 are primarily related to taxation of certain intercompany transactions.

The additions for the fiscal year ended August 31, 2019 are primarily related to the impacts of the Tax Act and taxation of certain intercompany transactions.

(3) The reductions from settlements with taxing authorities for the fiscal year ended August 31, 2019 are primarily related to the settlement of a U.S.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

The Company’s accrued interest and penalties were approximately $ 30 million and $ 23 million as of August 31, 2021 and 2020, respectively.

The Company’s accrued interest and penalties were approximately $ 30 million as of August 31, 2022 and 2021.

The Company recognized interest and penalties of approximately $ 0 million , $ 7 million and $ 4 million during the fiscal years ended August 31, 2022, 2021 and 2020, respectively.

It is reasonably possible that the August 31, 2021 unrecognized tax benefits could decrease during the next 12 months by $ 19 million, primarily related to a taxing authority agreement associated with intercompany transactions.

It is reasonably possible that the August 31, 2022 unrecognized tax benefits could decrease during the next 12 months by $ 18 million, primarily related to taxing authority agreements associated with intercompany transactions.

The Company is no longer subject to U.S.

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The strategic collaboration expands the Company’s medical device manufacturing portfolio, diversification and capabilities.

On February 25, 2019 and April 29, 2019, under the terms of the framework agreement, the Company completed the initial and second closings, respectively, of its acquisition of certain assets of JJMD.

The aggregate purchase price paid for the initial and second closings was approximately $ 167 million in cash.

For the initial and second closings, total assets acquired of $ 173 million and total liabilities assumed of $ 6 million were recorded at their estimated fair values as of the acquisition dates.

During the fiscal year ended August

31, 2019, under the terms of the framework agreement, the Company completed the initial and second closings of its acquisition of certain assets of JJMD.

On September 30, 2019, under the terms of the framework agreement, the Company completed the third closing of its acquisition of certain assets of JJMD.

The aggregate purchase price paid for the third closing was approximately $ 113 million in cash.

For the third closing, total assets acquired of $ 196 million, including $ 81 million in contract assets, $ 34 million in

inventory and $ 56 million in goodwill, and total liabilities assumed of $ 83 million, including $ 74 million of pension obligations, were recorded at their estimated fair values as of the acquisition date.

For the third closing, total assets acquired of $ 196 million, including $ 81 million in contract assets, $ 34 million in inventory and $ 56 million in goodwill, and total liabilities assumed of $ 83 million, including $ 74 million of pension obligations, were recorded at their estimated fair values as of the acquisition date.

There were no intangible assets identified in this acquisition and the goodwill is primarily attributable to the assembled workforce.

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Total assets acquired of $ 30 million and total liabilities assumed of $ 11 million were recorded at their estimated fair values as of the acquisition date.

The acquisitions of the JJMD assets have been accounted for as separate business combinations for each closing using the acquisition method of accounting.

The Company is currently evaluating the fair value of the assets and liabilities related to the fourth closing.

The preliminary estimates and measurements are, therefore, subject to change during the measurement period for assets acquired, liabilities assumed and tax adjustments.

The results of operations were included in the Company’s consolidated financial results beginning on February 25, 2019 for the initial closing, April 29, 2019 for the second closing, September 30, 2019 for the third closing and October 26, 2020 for the fourth closing.

The acquisitions of the JJMD assets were accounted for as separate business combinations for each closing using the acquisition method of accounting.

The results of operations were included in the Company’s consolidated financial results beginning on September 30, 2019 for the third closing and October 26, 2020 for the fourth closing.

The Company believes it is impracticable to provide pro forma information for the acquisitions of the JJMD assets.

23 unchanged sentences

Other liabilities:

Interest rate swaps:

Extended interest rate swap not designated as a hedging instrument (Note 11)

Forward interest rate swap:

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Assets held for sale (1)

(1) The fair value of assets held for sale exceeds the carrying value for $ 30 million of assets held for sale.

For $ 31 million of assets held for sale, the carrying value approximates the fair value with the asset value measured using Level 2 inputs.

(1) During the fiscal year ended August 31, 2022, the Company sold assets held for sale with a carrying value of $ 61 million.

Fair Value of Financial Instruments

16 unchanged sentences

1.700 % Senior Notes

4.250 % Senior Notes

(1) The fair value estimates are based upon observable market data.

6 unchanged sentences

New Accounting Guidance

Recently Adopted Accounting Guidance

During fiscal year 2016, the FASB issued an accounting standard, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected.

The Company adopted the guidance during the first quarter of fiscal year 2021.

The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

During fiscal year 2018, the FASB issued a new accounting standard which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

This guidance was effective for the Company beginning in the first quarter of fiscal year 2021.

The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

Recently Issued Accounting Guidance

New accounting guidance adopted during the period did not have a material impact to the Company.

Recently issued accounting guidance is not applicable or did not have, or is not expected to have, a material impact to the Company.

2 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Chief Executive Officer

October 25, 2022

Chief Executive Officer

POWER OF ATTORNEY

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ T IMOTHY L.

Chairman of the Board of Directors

Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

October 25, 2022

/s/ S TEVEN A.

Lead Independent Director

October 25, 2022

/s/ T HOMAS A.

1 unchanged sentence

October 25, 2022

Chief Executive Officer and Director

(Principal Executive Officer)

October 22, 2021

/s/ M ICHAEL D ASTOOR

12 unchanged sentences

October 25, 2022

/s/ S TEVEN A.

October 22, 2021

/s/ D AVID M.

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures