What changed in this filing

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Item 9A. Controls and Procedures

2023-10-20 compared with 2022-10-25 · 193 added, 194 removed, 1224 unchanged (24% of the section changed)

20 unchanged sentences

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.

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.

Directors, Executive Officers and Corporate Governance

Information regarding our executive officers is included in Item 1 of Part I of this Report under the heading “Information about our Executive Officers.”

The other information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors”, “Beneficial Ownership – 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, 2022 (“Proxy Statement”).

The other information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors”, “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, 2023 (“Proxy Statement”).

Executive Compensation

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The following exhibits are included as part of, or incorporated by reference into, this Report.

See Item 15(a) above.

Incorporated by Reference Herein

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

Form of 5.450% Senior Notes due 2029 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.10).

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 May 4, 2022, establishing the 4.250% Senior Notes due 2027.

Officers’ Certificate, dated as of April 13, 2023, establishing the 5.450% Senior Notes due 2029.

Description of Jabil Securities.

1 unchanged sentence

Form of Indemnification Agreement between the Registrant and its Officers and Directors.

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.

9 unchanged sentences

Form of Jabil Inc.

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

Form of Jabil Inc.

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

Form of Jabil Inc.

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

4 unchanged sentences

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).

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

Executive Deferred Compensation Plan.

1 unchanged sentence

Morgan Securities LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed therein.

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 .

Mutual Separation Agreement and Release dated as of August 21, 2023, between Jabil Inc.

and Steven Borges.

Agreement for the Sale and Purchase of Shares in Juno Newco Target Holdco Singapore Pte.

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.

List of Subsidiaries.

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(i) Consolidated Balance Sheets as of August 31, 2023 and August 31, 2022;

(ii) Consolidated Statement of Operations for the fiscal years ended August 31, 2022, 2021 and 2020;

(ii) Consolidated Statements of Operations for the fiscal years ended August 31, 2023, 2022 and 2021;

(iii) Consolidated Statements of Comprehensive Income for the fiscal years ended August 31, 2023, 2022 and 2021;

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

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.

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.

The Company agrees to furnish a copy of any such instrument to the SEC upon request.

See Item 15(a) above.

AND SUBSIDIARIES

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Prepaid expenses and other current assets

Assets held for sale

Total current assets

9 unchanged sentences

Current operating lease liabilities

Liabilities held for sale

Total current liabilities

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Loss on debt extinguishment

(Gain) loss on securities

Gain on securities

Other expense (income)

Interest income

Interest expense

Interest expense, net

Income before income tax

9 unchanged sentences

Fiscal Year Ended August 31,

Other comprehensive (loss) income:

Other comprehensive income (loss):

Change in foreign currency translation

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Total change in derivative instruments

Change in available for sale securities:

Unrealized loss on available for sale securities

Adjustment for net losses realized and included in net income

Total change in available for sale securities

Actuarial gain

Actuarial (loss) gain

Prior service credit (cost)

Total other comprehensive (loss) income

Total other comprehensive income (loss)

Comprehensive income

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Beginning balances

Total other comprehensive (loss) income

Total other comprehensive income (loss)

Ending balances

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Treasury shares purchased

Excise taxes related to treasury shares purchased

Ending balances

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Loss on sale of property, plant and equipment

Provision for allowance for doubtful accounts and notes receivable

(Gain) loss on securities

Change in operating assets and liabilities, exclusive of net assets acquired:

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Cash paid for business and intangible asset acquisitions, net of cash

Proceeds from the divestiture of businesses

Repurchase of sold receivables

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Effect of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Actual results could differ materially from these estimates and assumptions.

Assets Held for Sale

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.

Cash and Cash Equivalents

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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.

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 $ 91 million, $ 74 million and $ 58 million during the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

Immaterial impairments for fulfillment costs were recognized during the fiscal years ended August 31, 2023, 2022, and 2021, 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.

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

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 33 years.

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Any variable payments, other than those that depend on an index or rate, are excluded from right-of-use assets and lease liabilities.

Leases with an initial term of 12 months or less are not recorded as right-of-use assets and lease liabilities in the Consolidated Balance Sheet.

Leases with an initial term of 12 months or less are not recorded as right-of-use assets and lease liabilities in the Consolidated Balance Sheets.

Lease expense for these leases is recognized on a straight-line basis over the lease term.

The Company has elected the practical expedient to combine lease and non-lease components for building and real estate leases.

Certain equipment and buildings held under finance leases are classified as property, plant and equipment and the related obligation is recorded as accrued expenses and other liabilities on the Consolidated Balance Sheets.

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The ineffective portion of the gain or loss is recognized immediately in current earnings.

For derivative instruments that are not designated as hedging instruments, gains and losses from changes in fair values are recognized in earnings.

For derivative instruments that are designated and qualify as a net investment hedge, the effective portion of the gain or loss on the derivative instrument 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 ineffective portion of the gain or loss is recognized immediately in current earnings.

For derivative instruments that are not designated as hedging instruments, gains and losses from changes in

fair values are recognized in earnings.

Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the Consolidated Statements of Cash Flows.

1 unchanged sentence

The following table sets forth the changes in AOCI, net of tax, by component during the fiscal year ended August 31, 2023 (in millions):

Foreign Currency

Translation Adjustment

Net Investment Hedges

Actuarial Gain (Loss)

1 unchanged sentence

Balance as of August 31, 2022

Other comprehensive (loss) income before reclassifications

Other comprehensive income (loss) before reclassifications

Amounts reclassified from AOCI

Other comprehensive (loss) income (1)

Other comprehensive income (loss) (1)

Balance as of August 31, 2023

8 unchanged sentences

Interest rate contracts

Interest expense

Actuarial gain

Prior service cost

Available for sale securities

(Gain) loss on securities

Interest expense, net

Actuarial gains

Prior service costs

Total amounts reclassified from AOCI (3)

29 unchanged sentences

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.

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

The Company has elected to account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the goods.

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See Note 12 – “Stockholders’ Equity” for further discussion of stock-based compensation expense.

Deferred tax assets (“DTA”) and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

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

Deferred tax assets (“DTAs”) and liabilities (“DTLs”) are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

DTAs and DTLs 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 DTAs and DTLs 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 DTAs to the amount that is more likely than not to be realized.

The Company considers future taxable income and ongoing feasible tax planning strategies in assessing the need for the valuation allowance.

25 unchanged sentences

Transfers of the receivables under the trade accounts receivable sale programs are accounted for as sales and, accordingly, net receivables sold under the trade accounts receivable sale programs are excluded from accounts receivable on the Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Consolidated Statements of Cash Flows.

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):

December 5, 2025 (2)

November 30, 2022

August 31, 2023 (2)

January 25, 2023

February 23, 2023

August 10, 2023

May 4, 2028 (2)

December 5, 2024 (2)

1 unchanged sentence

December 5, 2025 (2)

January 23, 2023

(1) Maximum amount of trade accounts receivable that may be sold under a facility at any one time.

(2) The program will be automatically extended through December 5, 2025 unless either party provides 30 days notice of termination.

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

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

(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.

In connection with the trade accounts receivable sale programs, the Company recognized the following (in millions):

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Inventories, net

(1) Excludes $ 559 million of inventories, net classified as held for sale.

See Note 16 – “Business Acquisitions and Divestitures” for additional information.

Property, Plant and Equipment

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Property, plant and equipment, net

(1) Excludes $ 724 million of property, plant and equipment, net classified as held for sale.

See Note 16 – “Business Acquisitions and Divestitures” for additional information.

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

21 unchanged sentences

Total lease liabilities

(1) Excludes operating lease and finance lease assets and liabilities classified as held for sale.

See Note 16 – “Business Acquisitions and Divestitures” for additional information.

(2) Net of accumulated amortization of $ 309 million and $ 249 million as of August 31, 2023 and 2022, respectively.

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(1) Excludes $ 214 million of payments related to leases signed but not yet commenced.

Of these excluded payments, $ 163 million relates to a variable interest entity (“VIE”), for which the Company is not the primary beneficiary.

also the Company’s maximum exposure to loss related to the VIE.

The Company expects the lease related to the VIE to commence in fiscal year 2024.

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

1 unchanged sentence

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

8 unchanged sentences

Change in foreign currency exchange rates

Goodwill classified as held for sale

Balance as of August 31, 2023

2 unchanged sentences

August 31, 2022

(1) Excludes $ 117 million of goodwill classified as held for sale.

See Note 16 – “Business Acquisitions and Divestitures” for additional information.

The following table presents the Company’s total purchased intangible assets as of August 31, 2023 and 2022 (in millions):

29 unchanged sentences

(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 April 13, 2023, the Company issued $ 300 million of publicly registered 5.450 % Senior Notes due 2029 (the “ 5.450 % Senior Notes”).

The Company used the net proceeds for general corporate purposes, including, together with available cash, repayment of the $ 300 million aggregate principal amount of the Company’s 4.900 % Senior Notes due in July 2023.

(4) On February 10, 2023, the Company entered into an amendment (the “Amendment”) to its senior unsecured credit agreement dated as of January 22, 2020 (as amended, the “Credit Facility”).

The Amendment, among other things, (i) instituted certain amendments to the sustainability-linked adjustments to the interest rates applicable to borrowings under the three-year revolving credit facility (the “ Three-Year Revolving Credit Facility”) and the Company’s five-year revolving credit facility (the “ Five-Year Revolving Credit Facility”), (ii) established customary SOFR, CDOR, EURIBOR and TIBOR provisions, which replaced the LIBOR provisions set forth in the existing agreement, and (iii) extended the termination date of the Three-Year Revolving Credit Facility to January 22, 2025, and of the Five-Year Revolving Credit Facility to January 22, 2027.

(5) 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”).

1 unchanged sentence

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”).

The Company used the net proceeds for general corporate purposes, including repayment of the prior $ 300 million Term Loan Facility.

(5) On April 28, 2021, the Company entered into an amendment (the “Amendment”) to its senior unsecured credit agreement dated as of January 22, 2020 (the “Credit Facility”).

The Amendment, among other things, (i) increased the commitments available under the three-year revolving credit facility (the “ Three-Year Revolving Credit Facility”) from $ 700 million to $ 1.2 billion, (ii) instituted certain sustainability-linked adjustments to the interest rates applicable to borrowings under the Credit Facility and (iii) extended the termination date of the Three-Year Revolving Credit Facility to January 22, 2024, and of the Five-Year Revolving Credit Facility of $ 2.0 billion to January 22, 2026.

(6) As of August 31, 2023, the Company has $ 3.8 billion in available unused borrowing capacity under its revolving credit facilities.

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

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.

The Company has a borrowing capacity of up to $ 3.2 billion under its commercial paper program.

In the ordinary course of business, the Company has letters of credit and surety bonds with banks and insurance companies outstanding of $ 66 million as of August 31, 2023.

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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.

The facility limit was increased to $ 700 million for the month of August 2023.

As of August 31, 2023, the Company had no available liquidity under its global asset-backed securitization program.

22 unchanged sentences

As of August 31, 2023 and 2022, the Company was in compliance with all covenants under the global asset-backed securitization program.

As of August 31, 2020, the Company was in compliance with all covenants under the foreign asset-backed securitization program.

As of August 31, 2021, the Company was in compliance with all covenants under the global and foreign asset-backed securitization programs.

Accrued Expenses

3 unchanged sentences

Inventory deposits

Accrued compensation and employee benefits

Contract liabilities (2)

Accrued compensation and employee benefits

Other accrued expenses

Accrued expenses

(1) Excludes $ 364 million of accrued expenses classified as held for sale.

See Note 16 – “Business Acquisitions and Divestitures” for additional information.

(2) Revenue recognized during the fiscal years ended August 31, 2023 and 2022 that was included in the contract liability balance as of August 31, 2022 and 2021 was $ 539 million and $ 312 million, respectively.

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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 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.

The Company also has a qualified defined benefit pension plan for employees in Switzerland (the “Switzerland plan”).

The Switzerland plan provides benefits based on average employee earnings over an approximately 8 year service period preceding retirement and length of employee service.

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

7 unchanged sentences

Interest cost

Actuarial (gain) loss

Actuarial gain

Settlements paid from plan assets (1)

1 unchanged sentence

Plan participants’ contributions

Plan amendments

Effect of conversion to U.S.

8 unchanged sentences

Ending fair value of plan assets

Funded (unfunded) status

Funded status

Amounts recognized in the Consolidated Balance Sheets

1 unchanged sentence

Accrued benefit asset, noncurrent

Accrued benefit liability, noncurrent

Accumulated other comprehensive loss (2)

22 unchanged sentences

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.

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

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

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

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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 $ 1.4 billion and $ 1.5 billion as of August 31, 2022 and 2021, respectively.

A hedging relationship existed with an aggregate notional amount outstanding of $ 491 million and $ 1.4 billion as of August 31, 2023 and 2022, respectively.

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

3 unchanged sentences

The aggregate notional amount of these outstanding contracts as of August 31, 2023 and 2022, was $ 4.0 billion and $ 3.4 billion, respectively.

The gains and losses on cash flow hedges 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.

In addition, the Company has entered into forward foreign currency exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges.

The maturity dates and aggregate notional amount outstanding of net investment hedges are as follows (in millions):

Maturity date

August 31, 2023

August 31, 2022

September 2023

The gains and losses on net investment hedges are 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 amounts excluded from effectiveness testing were not material for all periods presented and are recognized in interest expense, net.

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 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):

5 unchanged sentences

Cost of revenue

(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.

(1) For the fiscal years ended August 31, 2023 and 2022, the Company recognized $ 58 million and $ 87 million, respectively, of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.

For the fiscal year ended August 31, 2021, the Company recognized $ 105 million of foreign currency losses in cost of revenue, which are offset by gains from the forward foreign contracts.

Interest Rate Risk Management

The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings.

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

Effective Date

Expiration Date

Forward Interest Rate Swap

Anticipated Debt Issuance

July 31, 2024

Anticipated Debt Issuance

August 8, 2022

July 31, 2024

(1) The contracts will be settled with the respective counterparties on a net basis at the expiration date for the forward interest rate swap.

(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 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 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 Condensed Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense in the Condensed Consolidated Statements of Operations.

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.

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 Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense, net in the 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 was recorded in the Consolidated Statements of Operations through the maturity date of February 15, 2022, as an adjustment to interest expense.

Stockholders’ Equity

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The following table summarizes restricted stock units activity from August 31, 2022 through August 31, 2023:

Weighted-Average

Outstanding as of August 31, 2022

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During the fiscal year ended August 31, 2023, the Company awarded approximately 0.9 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 stock appreciation rights (“SARS”) stock-based compensation information for the periods indicated (in millions):

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

Fiscal Year Ended August 31,

Intrinsic value of SARS exercised

Fair value of restricted stock units vested

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(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.

As of February 28, 2023, 16.5 million shares had been repurchased for $ 1.0 billion and no authorization remained 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”).

As of August 31, 2023, 2.7 million shares had been repurchased for $ 224 million, excluding excise tax, and $ 776 million remains available under the 2023 Share Repurchase Program.

In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $ 2.5 billion of the Company’s common stock.

Concentration of Risk and Segment Data

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as of August 31,

Amazon.com (2)

* Amount was less than 10% of total.

(1) Sales to this customer were reported in the DMS operating segment.

(2) Sales to this customer were reported primarily in the EMS operating segment.

The Company procures components from a broad group of suppliers.

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The 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 semi-cap, and networking and storage industries.

cycle time) and in larger quantities and includes customers primarily in the 5G, wireless and cloud, digital print and retail, industrial and semi-capital equipment, and networking and storage industries.

The DMS segment is focused on providing engineering solutions, with an emphasis on material sciences, technologies and healthcare.

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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, 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.

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 expense, net, 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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Restructuring, severance and related charges

Distressed customer charges

Business interruption and impairment charges, net

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Loss on debt extinguishment

Gain (loss) on securities

Gain on securities

Other expense (net of periodic benefit cost)

Interest income

Interest expense

Interest expense, net

Income before income tax

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Total assets:

Assets held for sale (1)

Other non-allocated assets

(1) Assets held for sale were reported in the DMS operating segment.

The Company operates in more than 30 countries worldwide.

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Long-lived assets related to foreign operations

(1) Excludes long-lived assets of $ 841 million classified as held for sale.

See Note 16 – “Business Acquisitions and Divestitures” for additional information.

Restructuring, Severance and Related Charges

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Total restructuring, severance and related charges (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.

(1) Primarily relates to headcount reduction to further optimize the Company’s business activities.

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

(3) Includes $ 10 million, $ 1 million and $ 0 million recorded in the EMS segment, $ 35 million, $ 10 million and $ 9 million recorded in the DMS segment and $ 12 million, $ 7 million and $ 1 million of non-allocated charges for the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

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2024 Restructuring Plan

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 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.

On September 26, 2023, the Company’s Board of Directors approved a restructuring plan to (i) realign the Company’s cost base for stranded costs associated with the Company’s sale and realignment of its mobility business and (ii) optimize the Company’s

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 the Company’s intention only and restructuring decisions, and the timing of such decisions, at certain locations are still subject to consultation with the Company’s employees and their representatives.

The Company currently expects to recognize approximately $ 300 million in pre-tax restructuring and other related costs over the course of the Company’s 2024 fiscal year.

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.

The Company’s estimates for the charges discussed above exclude any potential income tax effects.

Provision for Income Taxes

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Fiscal Year Ended August 31,

(1) Includes the elimination of intercompany foreign dividends paid to the U.S.

Income tax expense (benefit) is summarized below (in millions):

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Domestic - federal

Domestic - state

Total deferred

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Income tax credits (1)

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

Valuation allowance (2)

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Global Intangible Low-Taxed Income

Change in indefinite reinvestment assertion (3)

Effective income tax rate

(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.

(1) The Company has been granted tax incentives for various subsidiaries in China, Malaysia, Singapore, Vietnam and Israel, 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 $ 74 million ($ 0.56 per basic weighted average shares outstanding), $ 80 million ($ 0.57 per basic weighted average shares outstanding) and $ 51 million ($ 0.34 per basic weighted average shares outstanding) during the fiscal years ended August 31, 2023, 2022 and 2021, 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.

(2) 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.

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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.

(3) As a result of certain operations being classified as held for sale, the Company made a change to its indefinite reinvestment assertions for the fiscal year ended August 31, 2023.

Deferred Tax Assets and Liabilities

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Domestic interest carryforwards

Cash flow hedges

Capital loss carryforwards

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Total deferred tax liabilities

Net deferred tax assets

Net deferred tax (liabilities) assets

(1) Excludes $ 96 million classified as held for sale.

See Note 16 – “Business Acquisitions and Divestitures” for additional information.

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, 2023, the Company intends to indefinitely reinvest the remaining earnings from its foreign subsidiaries for which a deferred tax liability has not already been recorded.

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(2) Calculated based on the deferral method and includes foreign investment tax credits.

(3) The tax capital loss carryforwards were primarily from an impairment of an investment that was deemed worthless for tax purposes.

Unrecognized Tax Benefits

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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 as of August 31, 2022 and 2021.

The Company’s accrued interest and penalties were approximately $ 31 million and $ 30 million as of August 31, 2023 and 2022, respectively.

The Company recognized interest and penalties of approximately $ 3 million, $ 0 million and $ 7 million during the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

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and state jurisdictions, the Company is no longer subject to income tax examinations for fiscal years before August 31, 2013 and August 31, 2009, respectively.

Business Acquisitions

During fiscal year 2018, the Company and Johnson & Johnson Medical Devices Companies (“JJMD”) entered into a framework agreement to form a strategic collaboration and expand its existing relationship.

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

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.

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

The majority of the goodwill is currently not expected to be deductible for income tax purposes.

On October 26, 2020, under the terms of the framework agreement, the Company completed the fourth closing of its acquisition of certain assets of JJMD.

The aggregate purchase price paid for the fourth closing was approximately $ 19 million in cash.

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 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.

Business Acquisitions and Divestitures

The Company announced on September 26, 2023 that, through its indirect subsidiary, Jabil Circuit (Singapore) Pte.

Ltd., a Singapore private limited company (“Singapore Seller”), it has agreed to sell to BYD Electronic (International) Co.

Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), its product manufacturing business in Chengdu, including its 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.

(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 the Company’s 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 the Company will continue to report the operating results for the Business in the Company’s Consolidated Statement of Operations in the DMS segment until the transaction is closed.

Following is a summary of the carrying amounts of the major classes of assets and liabilities that were classified as held for sale (in millions):

August 31, 2023

Assets held for sale:

Accounts receivable, net of allowance for credit losses

Inventories, net of reserve for excess and obsolete inventory

Prepaid expenses and other current assets

Property, plant and equipment, net of accumulated depreciation

Operating lease right-of-use asset

Deferred income taxes

Liabilities held for sale:

Accounts payable

Accrued expenses

Non-current operating lease liabilities

Fair Value Measurements

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Derivatives not designated as hedging instruments (Note 11)

Net investment hedges:

Derivatives designated as hedging instruments (Note 11)

Other assets:

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Derivatives not designated as hedging instruments (Note 11)

Interest rate swaps:

Derivatives not designated as hedging instruments (Note 11)

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

Other liabilities:

Forward interest rate swap:

Net investment hedges:

Derivatives designated as hedging instruments (Note 11)

(1) Consist of investments that are readily convertible to cash with original maturities of 90 days or less.

(2) The Company’s forward foreign exchange contracts are measured on a recurring basis at fair value, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers.

(2) The Company’s forward foreign exchange contracts, including cash flow hedges and net investment hedges are measured on a recurring basis at fair value, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers.

(3) Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs.

The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

(4) The 2020 Extended Interest Rate Swaps are considered a hybrid instrument and the Company elected the fair value option for reporting.

Fair value measurements are based on the contractual terms of the contract and use observable market-based inputs.

The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows using observable inputs including interest rate curves and credit spreads.

Assets Held for Sale

The following table presents the assets held for sale (in millions):

August 31, 2022

August 31, 2021

Carrying Amount

Assets held for sale (1)

(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

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5.450 % Senior Notes

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

(1) This fair value estimate is based on the Company’s indicative borrowing cost derived from discounted cash flows.

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

Refer to Note 10 - “Postretirement and Other Employee Benefits” for disclosure surrounding the fair value of the Company’s pension plan assets.

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October 20, 2023

/s/ K ENNETH S.

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark T.

Mondello 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.

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth S.

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.

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:

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

Chairman of the Board of Directors

October 20, 2023

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October 20, 2023

/s/ K ENNETH S.

Chief Executive Officer and Director

(Principal Executive Officer)

October 20, 2023

/s/ M ICHAEL D ASTOOR

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Anousheh Ansari

/s/ M ARTHA F.

October 25, 2022

/s/ C HRISTOPHER S .

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Fiscal year ended August 31, 2021

(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.

to Other Accounts

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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