UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-14063

JABIL INC.

(Exact name of registrant as specified in its charter)

Delaware	38-1886260
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

(727) 577-9749

(Registrant’s telephone number, including area code) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	JBL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of July 2, 2024, there were 113,445,192 shares of the registrant’s Common Stock outstanding.

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JABIL INC. AND SUBSIDIARIES INDEX

Part I – Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of May 31, 2024 and August 31, 2023	1
	Condensed Consolidated Statements of Operations for the three months and nine months ended May 31, 2024 and 2023	2
	Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended May 31, 2024 and 2023	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended May 31, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2024 and 2023	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
Part II – Other Information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	Signatures	36

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except for share data)

	May 31, 2024 (Unaudited)		August 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	2,457	$	1,804
Accounts receivable, net of allowance for credit losses	3,382		3,647
Contract assets	1,121		1,035
Inventories, net of reserve for excess and obsolete inventory	4,439		5,206
Prepaid expenses and other current assets	1,494		1,109
Assets held for sale	—		1,929
Total current assets	12,893		14,730
Property, plant and equipment, net of accumulated depreciation of $4,668 as of May 31, 2024 and $4,512 as of August 31, 2023	2,963		3,137
Operating lease right-of-use asset	366		367
Goodwill	655		621
Intangible assets, net of accumulated amortization	155		142
Deferred income taxes	129		159
Other assets	288		268
Total assets	$	17,449	$	19,424
LIABILITIES AND EQUITY
Current liabilities:
Current installments of notes payable and long-term debt	$	—	$	—
Accounts payable	5,398		5,679
Accrued expenses	5,929		5,515
Current operating lease liabilities	96		104
Liabilities held for sale	—		1,397
Total current liabilities	11,423		12,695
Notes payable and long-term debt, less current installments	2,879		2,875
Other liabilities	331		319
Non-current operating lease liabilities	285		269
Income tax liabilities	112		131
Deferred income taxes	143		268
Total liabilities	15,173		16,557
Commitments and contingencies
Equity:
Jabil Inc. stockholders’ equity:
Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding	—		—
Common stock, $0.001 par value, authorized 500,000,000 shares; 276,079,193 and 273,949,811 shares issued and 118,720,679 and 131,294,422 shares outstanding as of May 31, 2024 and August 31, 2023, respectively	—		—
Additional paid-in capital	2,881		2,795
Retained earnings	5,632		4,412
Accumulated other comprehensive loss	(18)		(17)
Treasury stock at cost, 157,358,514 and 142,655,389 shares as of May 31, 2024 and August 31, 2023, respectively	(6,219)		(4,324)
Total Jabil Inc. stockholders’ equity	2,276		2,866
Noncontrolling interests	—		1
Total equity	2,276		2,867
Total liabilities and equity	$	17,449	$	19,424

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for per share data)

(Unaudited)

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Net revenue	$	6,765	$	8,475	$	21,919	$	26,244
Cost of revenue	6,157		7,778		19,906		24,143
Gross profit	608		697		2,013		2,101
Operating expenses:
Selling, general and administrative	268		307		890		911
Research and development	9		8		29		25
Amortization of intangibles	12		7		27		24
Restructuring, severance and related charges	55		—		252		45
Gain from the divestiture of businesses	—		—		(944)		—
Acquisition and divestiture related charges	3		—		64		—
Operating income	261		375		1,695		1,096
Other expense	22		18		65		50
Interest expense, net	38		51		132		154
Income before income tax	201		306		1,498		892
Income tax expense	72		73		248		229
Net income	129		233		1,250		663
Net income attributable to noncontrolling interests, net of tax	—		—		—		—
Net income attributable to Jabil Inc.	$	129	$	233	$	1,250	$	663
Earnings per share attributable to the stockholders of Jabil Inc.:
Basic	$	1.08	$	1.76	$	10.01	$	4.96
Diluted	$	1.06	$	1.72	$	9.86	$	4.86
Weighted average shares outstanding:
Basic	119.9		132.3		124.9		133.6
Diluted	121.7		135.1		126.9		136.4

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Net income	$	129	$	233	$	1,250	$	663
Other comprehensive income (loss):
Change in foreign currency translation	1		3		(6)		21
Change in derivative instruments:
Change in fair value of derivatives	—		(13)		(4)		(20)
Adjustment for net (gains) losses realized and included in net income	(1)		(8)		13		36
Total change in derivative instruments	(1)		(21)		9		16
Actuarial loss	(2)		(3)		(7)		(8)
Prior service credit	1		1		3		2
Total other comprehensive (loss) income	(1)		(20)		(1)		31
Comprehensive income	$	128	$	213	$	1,249	$	694
Comprehensive income attributable to noncontrolling interests	—		—		—		—
Comprehensive income attributable to Jabil Inc.	$	128	$	213	$	1,249	$	694

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

(Unaudited)

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Total stockholders' equity, beginning balances	$	2,658	$	2,674	$	2,867	$	2,452
Common stock:	—		—		—		—
Additional paid-in capital:
Beginning balances	2,877		2,742		2,795		2,655
Shares issued under employee stock purchase plan	—		—		31		27
Purchase of noncontrolling interest	—		—		(2)		—
Treasury shares purchased	—		—		(13)		—
Recognition of stock-based compensation	4		16		70		76
Ending balances	2,881		2,758		2,881		2,758
Retained earnings:
Beginning balances	5,512		4,046		4,412		3,638
Declared dividends	(9)		(11)		(30)		(33)
Net income attributable to Jabil Inc.	129		233		1,250		663
Ending balances	5,632		4,268		5,632		4,268
Accumulated other comprehensive (loss) income:
Beginning balances	(17)		9		(17)		(42)
Total other comprehensive (loss) income	(1)		(20)		(1)		31
Ending balances	(18)		(11)		(18)		(11)
Treasury stock:
Beginning balances	(5,714)		(4,124)		(4,324)		(3,800)
Purchases of treasury stock under employee stock plans	(1)		—		(68)		(36)
Treasury shares purchased	(499)		(154)		(1,811)		(442)
Excise taxes related to treasury shares purchased	(5)		(1)		(16)		(1)
Ending balances	(6,219)		(4,279)		(6,219)		(4,279)
Noncontrolling interests:
Beginning balances	—		1		1		1
Net income attributable to noncontrolling interests	—		—		—		—
Purchase of noncontrolling interest	—		—		(1)		—
Ending balances	—		1		—		1
Total stockholders' equity, ending balances	$	2,276	$	2,737	$	2,276	$	2,737

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	Nine months ended
	May 31, 2024		May 31, 2023
Cash flows provided by operating activities:
Net income	$	1,250	$	663
Depreciation, amortization, and other, net	557		752
Gain from the divestiture of businesses	(944)		—
Change in operating assets and liabilities, exclusive of net assets acquired	318		(367)
Net cash provided by operating activities	1,181		1,048
Cash flows provided by (used in) investing activities:
Acquisition of property, plant and equipment	(660)		(860)
Proceeds and advances from sale of property, plant and equipment	115		180
Cash paid for business and intangible asset acquisitions, net of cash	(90)		(30)
Proceeds from the divestiture of businesses, net of cash	2,108		—
Other, net	(6)		(28)
Net cash provided by (used in) investing activities	1,467		(738)
Cash flows used in financing activities:
Borrowings under debt agreements	1,895		3,556
Payments toward debt agreements	(1,987)		(3,369)
Payments to acquire treasury stock	(1,824)		(442)
Dividends paid to stockholders	(32)		(34)
Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan	31		27
Treasury stock minimum tax withholding related to vesting of restricted stock	(68)		(36)
Other, net	(4)		(6)
Net cash used in financing activities	(1,989)		(304)
Effect of exchange rate changes on cash and cash equivalents	(6)		(4)
Net increase in cash and cash equivalents	653		2
Cash and cash equivalents at beginning of period	1,804		1,478
Cash and cash equivalents at end of period	$	2,457	$	1,480

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the information set forth therein have been included. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in the Annual Report on Form 10-K of Jabil Inc. (the “Company”) for the fiscal year ended August 31, 2023. Results for the nine months ended May 31, 2024 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2024.

2. Trade Accounts Receivable Sale Programs

The Company regularly sells designated pools of high credit quality trade accounts receivable, at a discount, under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions.

As of May 31, 2024, the Company may elect to sell receivables and the unaffiliated financial institutions may elect to purchase specific accounts receivable at any one time, at a discount, on an ongoing basis up to a: (i) maximum aggregate amount available of $1.9 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of 100 million CHF under one trade accounts receivable sale program, (iii) maximum amount available of 8.1 billion INR under one trade accounts receivable sale program, and (iv) maximum amount available of 1.9 billion CNY under one trade accounts receivable sale program. The trade accounts receivable sale programs either expire on various dates through 2028 or do not have expiration dates and may be terminated upon election of the Company or the unaffiliated financial institutions.

The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under each of the trade accounts receivable sale programs. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

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

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Trade accounts receivable sold(1)	$	2,126	$	2,594	$	5,980	$	9,044
Cash proceeds received	$	2,113	$	2,583	$	5,947	$	9,015
Pre-tax losses on sale of receivables(2)	$	13	$	11	$	33	$	29

(1)Receivables sold are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

(2)Recorded to other expense within the Condensed Consolidated Statements of Operations.

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3. Inventories

Inventories consist of the following (in millions):

	May 31, 2024		August 31, 2023(1)
Raw materials	$	4,104	$	4,804
Work in process	197		217
Finished goods	190		243
Reserve for excess and obsolete inventory	(52)		(58)
Inventories, net	$	4,439	$	5,206

(1)Excludes $559 million of inventories, net classified as held for sale as of August 31, 2023. See Note 15 – “Business Acquisitions and Divestitures” for additional information.

4. Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of May 31, 2024 and August 31, 2023 are summarized below (in millions): 

	Maturity Date	May 31, 2024		August 31, 2023
3.950% Senior Notes	Jan 12, 2028	$	498	$	497
3.600% Senior Notes	Jan 15, 2030	497		496
3.000% Senior Notes	Jan 15, 2031	594		593
1.700% Senior Notes	Apr 15, 2026	498		498
4.250% Senior Notes	May 15, 2027	496		495
5.450% Senior Notes	Feb 1, 2029	296		296
Borrowings under credit facilities(1)(2)	Jan 22, 2026 and Jan 22, 2028	—		—
Borrowings under loans	Jul 31, 2026	—		—
Total notes payable and long-term debt		2,879		2,875
Less current installments of notes payable and long-term debt		—		—
Notes payable and long-term debt, less current installments		$	2,879	$	2,875

(1)On February 23, 2024, 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 Company’s 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”) and (ii) extended the termination date of the Three-Year Revolving Credit Facility (with respect to the available commitments of the extending lenders) to January 22, 2026, and of the Five-Year Revolving Credit Facility (with respect to the available commitments of the extending lenders) to January 22, 2028, in each case subject to an additional one-year extension at the option of the Company.

(2)As of May 31, 2024, the Company has $4.0 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.

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Debt Covenants

Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the revolving credit facilities contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 3.950%, 3.600%, 3.000%, 1.700%, 4.250% or 5.450% Senior Notes upon a change of control. As of May 31, 2024 and August 31, 2023, the Company was in compliance with its debt covenants.

Fair Value

Refer to Note 16 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

5. Asset-Backed Securitization Program

Certain Jabil 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. In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis.

The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under the global asset-backed securitization program. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

The special purpose entity in the global asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements. Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of May 31, 2024.

The global asset-backed securitization program expires on November 25, 2024. Effective February 20, 2024, the terms of the global asset-backed securitization program were amended to increase the maximum amount of net cash proceeds available at any one time from $600 million to $700 million. As of May 31, 2024, the Company had no available liquidity under its global asset-backed securitization program.

In connection with the asset-backed securitization program, the Company recognized the following (in millions):

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Trade accounts receivable sold(1)	$	1,006	$	1,007	$	2,965	$	3,071
Cash proceeds received(2)	$	994	$	996	$	2,931	$	3,043
Pre-tax losses on sale of receivables(3)	$	12	$	11	$	34	$	28

(1)Receivables sold are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

(2)The amounts primarily represent proceeds from collections reinvested in revolving-period transfers.

(3)Recorded to other expense within the Condensed Consolidated Statements of Operations.

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. As of May 31, 2024 and August 31, 2023, the Company was in compliance with all covenants under the global asset-backed securitization program.

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6. Accrued Expenses

Accrued expenses consist of the following (in millions):

	May 31, 2024		August 31, 2023(2)
Inventory deposits	$	1,564	$	1,839
Contract liabilities(1)	977		886
Accrued compensation and employee benefits	635		743
Other accrued expenses	2,753		2,047
Accrued expenses	$	5,929	$	5,515

(1)Revenue recognized during the three months and nine months ended May 31, 2024 that was included in the contract liability balance as of August 31, 2023 was $116 million and $391 million, respectively. Revenue recognized during the three months and nine months ended May 31, 2023 that was included in the contract liability balance as of August 31, 2022 was $99 million and $353 million, respectively.

(2)Excludes $364 million of accrued expenses classified as held for sale as of August 31, 2023. See Note 15 – “Business Acquisitions and Divestitures” for additional information.

7. Postretirement and Other Employee Benefits

Net Periodic Benefit Cost

The following table provides information about the net periodic benefit cost for all plans for the three months and nine months ended May 31, 2024 and 2023 (in millions):

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Service cost(1)	$	5	$	4	$	15	$	12
Interest cost(2)	3		3		9		9
Expected long-term return on plan assets(2)	(4)		(4)		(13)		(12)
Recognized actuarial gain(2)	(1)		(2)		(4)		(6)
Amortization of actuarial gain(2)(3)	(2)		(2)		(4)		(5)
Amortization of prior service cost(2)	1		1		3		3
Net periodic benefit cost	$	2	$	—	$	6	$	1

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

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

(3)Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 percent of the greater of the projected benefit obligation and the fair value of plan assets. Gains and losses in excess of the corridor are generally amortized over the average future working lifetime of the plan participants.

8. Derivative Financial Instruments and Hedging Activities

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as market risks. The Company, where deemed appropriate, uses derivatives as risk management tools to mitigate the potential impact of certain market risks. The primary market risks managed by the Company through the use of derivative instruments are foreign currency risk and interest rate risk.

Foreign Currency Risk Management

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 $283 million and $491 million as of May 31, 2024 and August 31, 2023, respectively. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The forward foreign exchange contract transactions will effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations. The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between June 1, 2024 and May 31, 2025.

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In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity. The aggregate notional amount of these outstanding contracts as of May 31, 2024 and August 31, 2023, was $2.5 billion and $4.0 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	May 31, 2024		August 31, 2023
September 2023	$	—	$	34
October 2023	—		96
January 2024	—		96
April 2024	—		68
July 2024	176		102
October 2024	115		—
January 2025	101		—
Total	$	392	$	396

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 16 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

The following table presents the net gains (losses) from forward contracts recorded in the Condensed 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
		Three months ended				Nine months ended
		May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Forward foreign exchange contracts(1)	Cost of revenue	$	—	$	(41)	$	7	$	(57)

(1)For the three months and nine months ended May 31, 2024, the Company recognized $1 million and $36 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. For the three months and nine months ended May 31, 2023, the Company recognized $24 million and $20 million, respectively, of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.

Interest Rate Risk Management

The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings or anticipated debt issuances. As of May 31, 2024, there are no outstanding interest rate swaps.

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9. Accumulated Other Comprehensive Income

The following table sets forth the changes in AOCI, net of tax, by component for the nine months ended May 31, 2024 (in millions):

	Foreign Currency Translation Adjustment		Net Investment Hedges		Derivative Instruments		Actuarial Gain (Loss)		Prior Service (Cost) Credit		Total
Balance as of August 31, 2023	$	(59)	$	(4)	$	14	$	46	$	(14)	$	(17)
Other comprehensive (loss) income before reclassifications	(5)		5		(4)		—		—		(4)
Amounts reclassified from AOCI	(2)		(4)		13		(7)		3		3
Other comprehensive (loss) income(1)	(7)		1		9		(7)		3		(1)
Balance as of May 31, 2024	$	(66)	$	(3)	$	23	$	39	$	(11)	$	(18)

(1)Amounts are net of tax, which are immaterial.

The following table sets forth the amounts reclassified from AOCI into the Condensed Consolidated Statements of Operations, and the associated financial statement line item, net of tax, for the periods indicated (in millions):

		Three months ended				Nine months ended
Comprehensive Income Components	Financial Statement Line Item	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Realized gains on foreign currency translation	Gain from the divestiture of businesses	$	—	$	—	$	(2)	$	—
Realized gains on net investment hedges	Gain from the divestiture of businesses	—		—		(4)		—
Realized (gains) losses on derivative instruments:(1)
Foreign exchange contracts	Cost of revenue	—		(7)		15		37
Interest rate contracts	Interest expense, net	(1)		(1)		(2)		(1)
Realized (gains) losses on pension and postretirement plans:
Actuarial gains	(2)	(2)		(4)		(7)		(11)
Prior service costs	(2)	1		1		3		3
Total amounts reclassified from AOCI(3)		$	(2)	$	(11)	$	3	$	28

(1)The Company expects to reclassify $3 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 cost. Refer to Note 7 – “Postretirement and Other Employee Benefits” for additional information.

(3)Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2024 and 2023.

10. Stockholders’ Equity

The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Restricted stock units(1)	$	(2)	$	14	$	58	$	68
Employee stock purchase plan	5		4		14		12
Total	$	3	$	18	$	72	$	80

(1)During the three months ended May 31, 2024, the Company recorded a $13 million reversal to stock-based compensation expense primarily due to forfeitures of time-based, performance-based and market-based restricted stock awards.

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As of May 31, 2024, the shares available to be issued under the 2021 Equity Incentive Plan were 8,059,728.

Restricted Stock Units

Certain key employees have been granted time-based, performance-based and market-based restricted stock unit awards (“restricted stock units”). The time-based restricted stock units generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company. During the nine months ended May 31, 2024 and 2023, the Company awarded approximately 0.5 million and 0.9 million time-based restricted stock units, respectively, 0.1 million and 0.2 million performance-based restricted stock units, respectively, and 0.1 million and 0.2 million market-based restricted stock units, respectively.

The following represents the stock-based compensation information as of the period indicated (in millions):

	May 31, 2024
Unrecognized stock-based compensation expense – restricted stock units	$	55
Remaining weighted-average period for restricted stock units expense	1.5 years

Common Stock Outstanding

The following represents the common stock outstanding for the periods indicated:

	Three months ended		Nine months ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Common stock outstanding:
Beginning balances	122,440,607	133,238,368	131,294,422	135,493,980
Shares issued under employee stock purchase plan	—	1,730	338,316	631,066
Vesting of restricted stock	21,550	3,372	1,791,066	2,013,768
Purchases of treasury stock under employee stock plans	(7,512)	(700)	(534,335)	(571,349)
Treasury shares purchased(1)(2)	(3,733,966)	(1,890,906)	(14,168,790)	(6,215,601)
Ending balances	118,720,679	131,351,864	118,720,679	131,351,864

(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 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. 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. As part of the amended 2023 Share Repurchase Program, the Company entered into an accelerated share repurchase (“ASR”) agreement with a bank in September 2023 to repurchase $500 million of the Company’s common stock. During the first quarter of 2024, the ASR transaction was completed, and 3.9 million shares were delivered under the ASR agreement at an average price of $128.61. The final number of shares delivered upon settlement of the ASR agreement was determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreement. As of May 31, 2024, 14.2 million shares had been repurchased for $1.8 billion, excluding excise tax, and $676 million remains available under the amended 2023 Share Repurchase Program.

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In June 2024, as part of the amended 2023 Share Repurchase Program, the Company repurchased $121 million, excluding excise tax, and entered into ASR agreements to repurchase an additional $555 million, excluding excise tax, of the Company’s common stock. Under the ASR agreements, the Company made payments of $555 million to participating financial institutions and received an initial delivery of shares of common stock. The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR agreements.

11. Concentration of Risk and Segment Data

Concentration of Risk

Sales of the Company’s products are concentrated among specific customers. During the nine months ended May 31, 2024, the Company’s five largest customers accounted for approximately 37% of its net revenue and 86 customers accounted for approximately 90% of its net revenue. Sales to these customers were reported in the Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”) operating segments. The DMS segment included the results of the Company’s mobility business prior to the closing of its sale on December 29, 2023.

The Company procures components from a broad group of suppliers. Some of the products manufactured by the Company require one or more components that are available from only a single source.

Segment Data

Net revenue for the operating segments is attributed to the segment in which the service is performed. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. 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. Certain items are excluded from the calculation of segment income. Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.

The following table sets forth operating segment information (in millions):

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Segment income and reconciliation of income before income tax
EMS	$	195	$	226	$	505	$	629
DMS	155		178		682		627
Total segment income	$	350	$	404	$	1,187	$	1,256
Reconciling items:
Amortization of intangibles	(12)		(7)		(27)		(24)
Stock-based compensation expense and related charges	(3)		(18)		(72)		(80)
Restructuring, severance and related charges(1)	(55)		—		(252)		(45)
Business interruption and impairment charges, net(2)	(14)		—		(14)		—
Gain from the divestiture of businesses(3)	—		—		944		—
Acquisition and divestiture related charges(3)	(3)		—		(64)		—
Other expense (net of periodic benefit cost)	(24)		(22)		(72)		(61)
Interest expense, net	(38)		(51)		(132)		(154)
Income before income tax	$	201	$	306	$	1,498	$	892

(1)Charges recorded during the three months and nine months ended May 31, 2024, related to the 2024 Restructuring Plan. Charges recorded during the nine months ended May 31, 2023, related to headcount reduction to further optimize the Company’s business activities.

(2)Charges recorded during the three months and nine months ended May 31, 2024, related to costs associated with product quality liabilities, which is classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

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(3)The Company completed the divestiture of its mobility business and recorded a pre-tax gain of $944 million, subject to certain post-closing adjustments that are still being finalized. The Company incurred transaction and disposal costs in connection with the sale of approximately $64 million during the nine months ended May 31, 2024.

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

	Three months ended
	May 31, 2024						May 31, 2023
	EMS		DMS		Total		EMS		DMS		Total
Timing of transfer
Point in time	$	1,172	$	559	$	1,731	$	1,120	$	1,351	$	2,471
Over time	2,225		2,809		5,034		3,010		2,994		6,004
Total	$	3,397	$	3,368	$	6,765	$	4,130	$	4,345	$	8,475

	Nine months ended
	May 31, 2024						May 31, 2023
	EMS		DMS		Total		EMS		DMS		Total
Timing of transfer
Point in time	$	3,473	$	3,346	$	6,819	$	3,925	$	5,047	$	8,972
Over time	6,847		8,253		15,100		8,802		8,470		17,272
Total	$	10,320	$	11,599	$	21,919	$	12,727	$	13,517	$	26,244

The Company operates in more than 30 countries worldwide. Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale. The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue:

	Three months ended				Nine months ended
	May 31, 2024(1)		May 31, 2023		May 31, 2024(1)		May 31, 2023
Foreign source revenue	80.5	%	86.9	%	83.4	%	85.6	%

(1)Decrease from prior periods is driven by the divestiture of the mobility business during the three months ended February 29, 2024.

12. Restructuring, Severance and Related Charges

Following is a summary of the Company’s restructuring, severance and related charges (in millions):

	Three months ended				Nine months ended
	May 31, 2024(1)		May 31, 2023(2)		May 31, 2024(1)		May 31, 2023(2)
Employee severance and benefit costs	$	33	$	—	$	156	$	36
Lease costs	1		—		2		—
Asset write-off costs	17		—		72		5
Other costs	4		—		22		4
Total restructuring, severance and related charges(3)	$	55	$	—	$	252	$	45

(1)Primarily relates to the 2024 Restructuring Plan.

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

(3)Includes $23 million and $0 million recorded in the EMS segment, $15 million and $0 million recorded in the DMS segment and $17 million and $0 million of non-allocated charges for the three months ended May 31, 2024 and 2023, respectively. Includes $63 million and $4 million recorded in the EMS segment, $129 million and $33 million recorded in the DMS segment and $60 million and $8 million of non-allocated charges for the nine months ended May 31, 2024 and 2023, respectively. Except for asset write-off costs, all restructuring, severance and related charges are cash costs.

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2024 Restructuring Plan

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. The restructuring and other related charges are expected to include $150 million to $180 million of employee severance and benefit costs; $80 million to $120 million of asset write-off costs; and $30 million to $40 million of contract termination costs and other related costs. The amount and timing of the actual charges may vary due to a variety of factors, including the finalization of timetables for the transition of functions, consultation with employees and their representatives, as well as the impact of jurisdictional statutory severance requirements. The Company’s estimates for the charges discussed above exclude any potential income tax effects.

The table below summarizes the Company’s liability activity, primarily associated with the 2024 Restructuring Plan (in millions):

	Employee  Severance and Benefit Costs		Lease Costs		Asset Write-off Costs		Other Related Costs		Total
Balance as of August 31, 2023	$	—	$	—	$	—	$	—	$	—
Restructuring related charges	156		2		72		22		252
Asset write-off charge and other non-cash activity	2		—		(72)		(5)		(75)
Cash payments	(91)		(1)		—		(9)		(101)
Balance as of May 31, 2024	$	67	$	1	$	—	$	8	$	76

13. Income Taxes

Effective Income Tax Rate

The U.S. federal statutory income tax rate and the Company's effective income tax rate are as follows:

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%	21.0	%
Effective income tax rate	35.7	%	24.0	%	16.6	%	25.7	%

The effective income tax rate differed for the three months and nine months ended May 31, 2024, compared to the three months and nine months ended May 31, 2023, primarily due to: (i) a change in the jurisdictional mix of earnings, driven in part by restructuring charges and (ii) the gain from the divestiture of the mobility business and the corresponding $58 million of income tax expense recorded during the three months ended February 29, 2024.

The effective income tax rate differed from the U.S. federal statutory income tax rate of 21.0% during the three months and nine months ended May 31, 2024 and 2023, primarily due to: (i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) tax incentives granted to sites in China, Malaysia, Singapore and Vietnam, and (iv) the gain from the divestiture of the mobility business and the corresponding $58 million of income tax expense recorded during the three months ended February 29, 2024.

14. Earnings Per Share and Dividends

Earnings Per Share

The Company calculates its basic earnings per share by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. 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

15

shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units.

Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):

	Three months ended		Nine months ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Restricted stock units	261.9	361.2	278.0	361.2

Dividends

The following table sets forth cash dividends declared by the Company to common stockholders during the nine months ended May 31, 2024 and 2023 (in millions, except for per share data):

	Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
Fiscal Year 2024:	October 19, 2023	$	0.08	$	11	November 15, 2023	December 4, 2023
	January 25, 2024	$	0.08	$	10	February 15, 2024	March 4, 2024
	April 17, 2024	$	0.08	$	9	May 15, 2024	June 4, 2024
Fiscal Year 2023:	October 20, 2022	$	0.08	$	12	November 15, 2022	December 2, 2022
	January 26, 2023	$	0.08	$	10	February 15, 2023	March 2, 2023
	April 20, 2023	$	0.08	$	11	May 15, 2023	June 2, 2023

15. Business Acquisitions and Divestitures

Acquisitions

On November 1, 2023, the Company completed the acquisition of ProcureAbility Inc. (“ProcureAbility”) for approximately $60 million in cash. ProcureAbility is a procurement services provider specializing in technology-enabled advisory, managed services, digital, staffing, and recruiting solutions.

The acquisition of ProcureAbility was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $87 million, including $40 million in intangible assets and $38 million in goodwill, and liabilities assumed of $26 million were recorded at their estimated fair values as of the acquisition date. The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed and tax adjustments. The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the DMS segment. The majority of the goodwill is currently not expected to be deductible for income tax purposes. The results of operations were included in the Company’s condensed consolidated financial results beginning on November 1, 2023. Pro forma information has not been provided as the acquisition of ProcureAbility is not deemed to be significant.

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 agreed to sell to an affiliate of 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.

16

As of August 31, 2023, the Company determined the Business met the criteria to be classified as held for sale. Accordingly, the Company presented the assets and liabilities of the Business as held for sale in the Condensed Consolidated Balance Sheets as of November 30, 2023 and August 31, 2023. Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary. Depreciation and amortization expense for long-lived assets was not recorded for the period in which these assets were classified as held for sale. The divestiture did not meet the criteria to be reported as discontinued operations and the Company continued to report the operating results for the Business in the Company’s Condensed Consolidated Statement of Operations in the DMS segment until the Closing Date.

On December 29, 2023 (the “Closing Date”), the Company completed the sale. As a result of the transaction, the Company derecognized net assets of approximately $1.2 billion, and recorded a pre-tax gain of $944 million, subject to certain post-closing adjustments that are still being finalized. In addition, the Company agreed to indemnify the Purchaser from certain liabilities that may arise post-close that relate to periods prior to the Closing Date. The Company incurred transaction and disposal costs in connection with the sale of approximately $64 million during the nine months ended May 31, 2024, which are included in continuing operations in the Company’s Condensed Consolidated Statement of Operations.

The Company performs a goodwill impairment analysis on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In connection with the preparation of the Company’s financial statements for the quarter ended February 29, 2024, the Company completed an impairment analysis for goodwill recorded within the reporting unit impacted by the divestiture of the Business. The quantitative assessment was used, and the Company determined that it is more likely than not that the fair value of the impacted reporting unit is in excess of the carrying value and that no impairment existed subsequent to the closing of the Business. The Company allocated goodwill to the disposal group based on the relative fair value of the Business as compared to the impacted reporting unit.

In the second quarter of fiscal year 2024 and in connection with the divestiture of the Business, the Company made a strategic decision that the indefinite-lived (“Green Point”) trade name valued at $51 million acquired during the acquisition of Green Point should no longer be classified as an indefinite-lived intangible asset. Accordingly, prior to reclassifying the trade name to a finite-lived intangible asset, the Company completed a quantitative assessment for impairment and determined the fair value of the asset exceeded the carrying value. As such, the trade name was assigned a two-year estimated useful life and is being amortized on a straight-line basis as of the Closing Date.

17

16. Fair Value Measurements

Fair Value Measurements on a Recurring Basis

The following table presents the fair value of the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated (in millions):    

	Fair Value Hierarchy		May 31, 2024		August 31, 2023
Assets:
Cash and cash equivalents:
Cash equivalents	Level 1	(1)	$	393	$	—
Prepaid expenses and other current assets:
Short-term investments	Level 1		26		25
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 8)	Level 2	(2)	9		4
Derivatives not designated as hedging instruments (Note 8)	Level 2	(2)	14		20
Net investment hedges:
Derivatives designated as hedging instruments (Note 8)	Level 2	(2)	8		9
Liabilities:
Accrued expenses:
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 8)	Level 2	(2)	$	6	$	17
Derivatives not designated as hedging instruments (Note 8)	Level 2	(2)	12		64
Net investment hedges:
Derivatives designated as hedging instruments (Note 8)	Level 2	(2)	1		1

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

(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.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of borrowings under credit facilities and under loans approximate fair value as interest rates on these instruments approximate current market rates.

Notes payable and long-term debt is carried at amortized cost; however, the Company estimates the fair values of notes payable and long-term debt for disclosure purposes. The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated (in millions):

			May 31, 2024				August 31, 2023
	Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Notes payable and long-term debt: (Note 4)
3.950% Senior Notes	Level 2	(1)	$	498	$	473	$	497	$	468
3.600% Senior Notes	Level 2	(1)	$	497	$	448	$	496	$