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 ~~February 28,~~November 30, 2023


☐			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.


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 ~~March 29, 2023,~~January 2, 2024, there were ~~132,684,313~~127,545,611 shares of the registrant’s Common Stock outstanding.

Table of Contents

JABIL INC. AND SUBSIDIARIES INDEX


Part I – Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of ~~February 28,~~November 30, 2023 and August 31, ~~2022~~2023	1
	Condensed Consolidated Statements of Operations for the three ~~monthsand six~~ months ended ~~February 28,~~November 30, 2023 and 2022	2
	Condensed Consolidated Statements of Comprehensive Income for the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023 and 2022	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023 and 2022	4
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~February 28,~~November 30, 2023 and 2022	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2729
Item 4.	Controls and Procedures	2729

Part II – Other Information
Item 1.	Legal Proceedings	2830
Item 1A.	Risk Factors	2830
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2830
Item 3.	Defaults Upon Senior Securities	2830
Item 4.	Mine Safety Disclosures	2830
Item 5.	Other Information	2830
Item 6.	Exhibits	2931
	Signatures	3133

Table of Contents

PART I—FINANCIAL INFORMATION


Item 1.			Financial Statements

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except for share data)


		February 28, 2023 (Unaudited)		August 31, 2022			November 30, 2023 (Unaudited)		August 31, 2023
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,200	$	1,478	Cash and cash equivalents	$	1,550	$	1,804
Accounts receivable, net of allowance for credit losses	Accounts receivable, net of allowance for credit losses	3,715		3,995		Accounts receivable, net of allowance for credit losses	3,693		3,647
Contract assets	Contract assets	1,175		1,196		Contract assets	1,090		1,035
Inventories, net		6,519		6,128
Inventories, net of reserve for excess and obsolete inventory						Inventories, net of reserve for excess and obsolete inventory	5,124		5,206
Prepaid expenses and other current assets	Prepaid expenses and other current assets	1,172		1,111		Prepaid expenses and other current assets	1,235		1,109
Assets held for sale						Assets held for sale	1,962		1,929
Total current assets	Total current assets	13,781		13,908		Total current assets	14,654		14,730
Property, plant and equipment, net of accumulated depreciation of $5,963 as of February 28, 2023 and $5,624 as of August 31, 2022		3,903		3,954
Property, plant and equipment, net of accumulated depreciation of $4,612 as of November 30, 2023 and $4,512 as of August 31, 2023						Property, plant and equipment, net of accumulated depreciation of $4,612 as of November 30, 2023 and $4,512 as of August 31, 2023	3,134		3,137
Operating lease right-of-use asset	Operating lease right-of-use asset	501		500		Operating lease right-of-use asset	354		367
Goodwill	Goodwill	710		704		Goodwill	661		621
Intangible assets, net of accumulated amortization of $489 as of February 28, 2023 and $471 as of August 31, 2022		142		158
Intangible assets, net of accumulated amortization						Intangible assets, net of accumulated amortization	177		142
Deferred income taxes	Deferred income taxes	217		199		Deferred income taxes	155		159
Other assets	Other assets	313		294		Other assets	279		268

Total assets	Total assets	$	19,567	$	19,717	Total assets	$	19,414	$	19,424
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current installments of notes payable and long-term debt	Current installments of notes payable and long-term debt	$	323	$	300	Current installments of notes payable and long-term debt	$	—	$	—
Accounts payable	Accounts payable	6,965		8,006		Accounts payable	5,630		5,679
Accrued expenses	Accrued expenses	5,866		5,272		Accrued expenses	5,840		5,515
Current operating lease liabilities	Current operating lease liabilities	128		119		Current operating lease liabilities	96		104
Liabilities held for sale						Liabilities held for sale	1,464		1,397
Total current liabilities	Total current liabilities	13,282		13,697		Total current liabilities	13,030		12,695
Notes payable and long-term debt, less current installments	Notes payable and long-term debt, less current installments	2,577		2,575		Notes payable and long-term debt, less current installments	2,876		2,875
Other liabilities	Other liabilities	297		272		Other liabilities	342		319
Non-current operating lease liabilities	Non-current operating lease liabilities	405		417		Non-current operating lease liabilities	269		269
Income tax liabilities	Income tax liabilities	206		182		Income tax liabilities	118		131
Deferred income taxes	Deferred income taxes	126		122		Deferred income taxes	243		268

Total liabilities	Total liabilities	16,893		17,265		Total liabilities	16,878		16,557
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Equity:	Equity:					Equity:
Jabil Inc. stockholders’ equity:	Jabil Inc. stockholders’ equity:					Jabil Inc. stockholders’ equity:
Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding	Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding	—		—		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; 273,531,447 and 270,891,715 shares issued and 133,238,368 and 135,493,980 shares outstanding as of February 28, 2023 and August 31, 2022, respectively		—		—
Common stock, $0.001 par value, authorized 500,000,000 shares; 275,716,586 and 273,949,811 shares issued and 128,647,431 and 131,294,422 shares outstanding as of November 30, 2023 and August 31, 2023, respectively						Common stock, $0.001 par value, authorized 500,000,000 shares; 275,716,586 and 273,949,811 shares issued and 128,647,431 and 131,294,422 shares outstanding as of November 30, 2023 and August 31, 2023, respectively	—		—
Additional paid-in capital	Additional paid-in capital	2,742		2,655		Additional paid-in capital	2,827		2,795
Retained earnings	Retained earnings	4,046		3,638		Retained earnings	4,595		4,412
Accumulated other comprehensive income (loss)		9		(42)
Treasury stock at cost, 140,293,079 and 135,397,735 shares as of February 28, 2023 and August 31, 2022, respectively		(4,124)		(3,800)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(6)		(17)
Treasury stock at cost, 147,069,155 and 142,655,389 shares as of November 30, 2023 and August 31, 2023, respectively						Treasury stock at cost, 147,069,155 and 142,655,389 shares as of November 30, 2023 and August 31, 2023, respectively	(4,881)		(4,324)
Total Jabil Inc. stockholders’ equity	Total Jabil Inc. stockholders’ equity	2,673		2,451		Total Jabil Inc. stockholders’ equity	2,535		2,866
Noncontrolling interests	Noncontrolling interests	1		1		Noncontrolling interests	1		1
Total equity	Total equity	2,674		2,452		Total equity	2,536		2,867
Total liabilities and equity	Total liabilities and equity	$	19,567	$	19,717	Total liabilities and equity	$	19,414	$	19,424

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for per share data)

(Unaudited)


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Net revenue	Net revenue	$	8,134	$	7,553	$	17,769	$	16,120	Net revenue		$	8,387	$	9,635
Cost of revenue	Cost of revenue	7,473		6,944		16,365		14,836		Cost of revenue		7,612		8,892
Gross profit	Gross profit	661		609		1,404		1,284		Gross profit		775		743
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative	Selling, general and administrative	285		280		604		588		Selling, general and administrative		314		319
Research and development	Research and development	8		8		17		17		Research and development		10		9
Amortization of intangibles	Amortization of intangibles	9		8		17		16		Amortization of intangibles		6		8
Restructuring, severance and related charges	Restructuring, severance and related charges	—		—		45		—		Restructuring, severance and related charges		127		45
Costs from the divestiture of businesses										Costs from the divestiture of businesses		15		—
Operating income	Operating income	359		313		721		663		Operating income		303		362

Other expense (income)		17		(4)		32		(3)
Interest income		(17)		—		(30)		(1)
Interest expense		72		33		133		66
Other expense										Other expense		21		15
Interest expense, net										Interest expense, net		47		48

Income before income tax	Income before income tax	287		284		586		601		Income before income tax		235		299
Income tax expense	Income tax expense	80		62		156		138		Income tax expense		41		76
Net income	Net income	207		222		430		463		Net income		194		223
Net income attributable to noncontrolling interests, net of tax	Net income attributable to noncontrolling interests, net of tax	—		—		—		—		Net income attributable to noncontrolling interests, net of tax		—		—
Net income attributable to Jabil Inc.	Net income attributable to Jabil Inc.	$	207	$	222	$	430	$	463	Net income attributable to Jabil Inc.		$	194	$	223
Earnings per share attributable to the stockholders of Jabil Inc.:	Earnings per share attributable to the stockholders of Jabil Inc.:									Earnings per share attributable to the stockholders of Jabil Inc.:
Basic	Basic	$	1.55	$	1.55	$	3.21	$	3.22	Basic		$	1.49	$	1.65
Diluted	Diluted	$	1.52	$	1.51	$	3.14	$	3.15	Diluted		$	1.47	$	1.61
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	133.6		143.5		134.2		143.8		Basic		129.6		134.8
Diluted	Diluted	136.3		146.4		137.1		147.0		Diluted		132.1		138.0

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Net income	Net income	$	207	$	222	$	430	$	463	Net income		$	194	$	223
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Change in foreign currency translation	Change in foreign currency translation	14		16		18		(11)		Change in foreign currency translation		—		4
Change in derivative instruments:	Change in derivative instruments:									Change in derivative instruments:
Change in fair value of derivatives	Change in fair value of derivatives	18		19		(7)		25		Change in fair value of derivatives		(3)		(25)
Adjustment for net losses (gains) realized and included in net income		1		(5)		44		(3)
Adjustment for net losses realized and included in net income										Adjustment for net losses realized and included in net income		16		43
Total change in derivative instruments	Total change in derivative instruments	19		14		37		22		Total change in derivative instruments		13		18

Actuarial loss	Actuarial loss	(2)		(5)		(5)		(10)		Actuarial loss		(3)		(3)
Prior service credit	Prior service credit	—		1		1		2		Prior service credit		1		1
Total other comprehensive income	Total other comprehensive income	31		26		51		3		Total other comprehensive income		11		20
Comprehensive income	Comprehensive income	$	238	$	248	$	481	$	466	Comprehensive income		$	205	$	243
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	—		—		—		—		Comprehensive income attributable to noncontrolling interests		—		—
Comprehensive income attributable to Jabil Inc.	Comprehensive income attributable to Jabil Inc.	$	238	$	248	$	481	$	466	Comprehensive income attributable to Jabil Inc.		$	205	$	243

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

(Unaudited)


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Total stockholders' equity, beginning balances	Total stockholders' equity, beginning balances	$	2,530	$	2,207	$	2,452	$	2,137	Total stockholders' equity, beginning balances		$	2,867	$	2,452

Common stock:	Common stock:	—		—		—		—		Common stock:		—		—
Additional paid-in capital:	Additional paid-in capital:									Additional paid-in capital:
Beginning balances	Beginning balances	2,696		2,567		2,655		2,533		Beginning balances		2,795		2,655
Shares issued under employee stock purchase plan		27		26		27		26

Treasury shares purchased										Treasury shares purchased		(13)		—
Recognition of stock-based compensation	Recognition of stock-based compensation	19		15		60		49		Recognition of stock-based compensation		45		41
Ending balances	Ending balances	2,742		2,608		2,742		2,608		Ending balances		2,827		2,696
Retained earnings:	Retained earnings:									Retained earnings:
Beginning balances	Beginning balances	3,849		2,917		3,638		2,688		Beginning balances		4,412		3,638
Declared dividends	Declared dividends	(10)		(12)		(22)		(24)		Declared dividends		(11)		(12)

Net income attributable to Jabil Inc.	Net income attributable to Jabil Inc.	207		222		430		463		Net income attributable to Jabil Inc.		194		223
Ending balances	Ending balances	4,046		3,127		4,046		3,127		Ending balances		4,595		3,849
Accumulated other comprehensive (loss) income:
Accumulated other comprehensive loss:										Accumulated other comprehensive loss:
Beginning balances	Beginning balances	(22)		(48)		(42)		(25)		Beginning balances		(17)		(42)
Total other comprehensive income	Total other comprehensive income	31		26		51		3		Total other comprehensive income		11		20
Ending balances	Ending balances	9		(22)		9		(22)		Ending balances		(6)		(22)
Treasury stock:	Treasury stock:									Treasury stock:
Beginning balances	Beginning balances	(3,994)		(3,230)		(3,800)		(3,060)		Beginning balances		(4,324)		(3,800)
Purchases of treasury stock under employee stock plans	Purchases of treasury stock under employee stock plans	(3)		(1)		(36)		(44)		Purchases of treasury stock under employee stock plans		(67)		(33)
Treasury shares purchased	Treasury shares purchased	(127)		(145)		(288)		(272)		Treasury shares purchased		(487)		(161)
Excise taxes related to treasury shares purchased										Excise taxes related to treasury shares purchased		(3)		—
Ending balances	Ending balances	(4,124)		(3,376)		(4,124)		(3,376)		Ending balances		(4,881)		(3,994)
Noncontrolling interests:	Noncontrolling interests:									Noncontrolling interests:
Beginning balances	Beginning balances	1		1		1		1		Beginning balances		1		1
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	—		—		—		—		Net income attributable to noncontrolling interests		—		—

Ending balances	Ending balances	1		1		1		1		Ending balances		1		1
Total stockholders' equity, ending balances	Total stockholders' equity, ending balances	$	2,674	$	2,338	$	2,674	$	2,338	Total stockholders' equity, ending balances		$	2,536	$	2,530

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


		Six months ended					Three months ended
		February 28, 2023		February 28, 2022			November 30, 2023		November 30, 2022
Cash flows provided by operating activities:	Cash flows provided by operating activities:					Cash flows provided by operating activities:
Net income	Net income	$	430	$	463	Net income	$	194	$	223
Depreciation, amortization, and other, net	Depreciation, amortization, and other, net	514		524		Depreciation, amortization, and other, net	206		263

Change in operating assets and liabilities, exclusive of net assets acquired	Change in operating assets and liabilities, exclusive of net assets acquired	(364)		(787)		Change in operating assets and liabilities, exclusive of net assets acquired	48		(320)

Net cash provided by operating activities	Net cash provided by operating activities	580		200		Net cash provided by operating activities	448		166
Cash flows used in investing activities:	Cash flows used in investing activities:					Cash flows used in investing activities:
Acquisition of property, plant and equipment	Acquisition of property, plant and equipment	(637)		(704)		Acquisition of property, plant and equipment	(288)		(314)
Proceeds and advances from sale of property, plant and equipment	Proceeds and advances from sale of property, plant and equipment	169		430		Proceeds and advances from sale of property, plant and equipment	13		150
Cash paid for business and intangible asset acquisitions, net of cash	Cash paid for business and intangible asset acquisitions, net of cash	—		(18)		Cash paid for business and intangible asset acquisitions, net of cash	(59)		—
Proceeds from the divestiture of businesses						Proceeds from the divestiture of businesses	258		—

Other, net	Other, net	(16)		—		Other, net	1		(12)
Net cash used in investing activities	Net cash used in investing activities	(484)		(292)		Net cash used in investing activities	(75)		(176)
Cash flows used in financing activities:	Cash flows used in financing activities:					Cash flows used in financing activities:
Borrowings under debt agreements	Borrowings under debt agreements	2,021		984		Borrowings under debt agreements	395		1,026
Payments toward debt agreements	Payments toward debt agreements	(2,070)		(1,038)		Payments toward debt agreements	(436)		(1,061)
Payments to acquire treasury stock	Payments to acquire treasury stock	(288)		(272)		Payments to acquire treasury stock	(500)		(161)
Dividends paid to stockholders	Dividends paid to stockholders	(23)		(25)		Dividends paid to stockholders	(12)		(12)
Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan		27		26

Treasury stock minimum tax withholding related to vesting of restricted stock	Treasury stock minimum tax withholding related to vesting of restricted stock	(36)		(44)		Treasury stock minimum tax withholding related to vesting of restricted stock	(67)		(33)
Other, net		(2)		(12)

Net cash used in financing activities	Net cash used in financing activities	(371)		(381)		Net cash used in financing activities	(620)		(241)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(3)		(1)		Effect of exchange rate changes on cash and cash equivalents	(7)		(10)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(278)		(474)		Net decrease in cash and cash equivalents	(254)		(261)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	1,478		1,567		Cash and cash equivalents at beginning of period	1,804		1,478
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,200	$	1,093	Cash and cash equivalents at end of period	$	1,550	$	1,217

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

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, ~~2022.~~2023. Results for the ~~six~~three months ended ~~February 28,~~November 30, 2023 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, ~~2023.~~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 ~~February 28,~~November 30, 2023, 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 ~~$2.1~~$2.3 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of ~~400~~100 million ~~CNY~~CHF under one trade accounts receivable sale program, and (iii) maximum amount available of ~~100 million CHF~~8.1 billion INR under one trade accounts receivable sale program. The trade accounts receivable sale programs either expire on various dates through ~~2025.~~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 a servicing fee under each of the trade accounts receivable sale programs. Servicing fees related to the trade accounts receivable sale programs recognized during the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023 and 2022 were not material. 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				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Trade accounts receivable sold(1)	Trade accounts receivable sold(1)	$	2,922	$	1,966	$	6,450	$	3,934	Trade accounts receivable sold(1)		$	2,036	$	3,528
Cash proceeds received	Cash proceeds received	$	2,914	$	1,965	$	6,432	$	3,932	Cash proceeds received		$	2,025	$	3,518
Pre-tax losses on sale of receivables(2)	Pre-tax losses on sale of receivables(2)	$	8	$	1	$	18	$	2	Pre-tax losses on sale of receivables(2)		$	11	$	10

(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.

~~3. Inventories~~

~~Inventories consist of the following (in millions):~~

February 28, 2023 August 31, 2022
Raw materials $ 5,576 $ 4,918
Work in process 499 687
Finished goods 522 605
Reserve for excess and obsolete inventory (78) (82)
Inventories, net $ 6,519 $ 6,128

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~~4. Leases~~3. Inventories

~~During fiscal year 2023,~~Inventories consist of the ~~Company entered into new operating and finance leases. The future minimum lease payments under these new leases as of February 28, 2023 were as follows~~following (in millions):

Payments due by period
Total Less than 1
year 1-3 years 3-5 years After 5 years
Operating lease obligations(1)
$ 70 $ 19 $ 29 $ 17 $ 5
Finance lease obligations(1)
$ 75 $ 45 $ 30 $ — $ —


	November 30, 2023		August 31, 2023
Raw materials	$	4,733	$	4,804
Work in process	241		217
Finished goods	205		243
Reserve for excess and obsolete inventory	(55)		(58)
Inventories, net(1)	$	5,124	$	5,206

(1)Excludes ~~$204~~$354 million and $559 million of ~~payments related to operating~~inventories, net classified as held for sale as of November 30, 2023 and ~~finance leases signed but not yet commenced. Of these excluded payments, $122 million relates to a variable interest entity (“VIE”),~~August 31, 2023, respectively. See Note 15 – “Business Acquisitions and Divestitures” for which the Company is not the primary beneficiary. This is 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.additional information.

5.4. Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of ~~February 28,~~November 30, 2023 and August 31, ~~2022~~2023 are summarized below (in millions):


		Maturity Date	February 28, 2023		August 31, 2022			Maturity Date	November 30, 2023		August 31, 2023
4.900% Senior Notes		Jul 14, 2023	$	300	$	300

3.950% Senior Notes	3.950% Senior Notes	Jan 12, 2028	497		497		3.950% Senior Notes	Jan 12, 2028	497		497
3.600% Senior Notes	3.600% Senior Notes	Jan 15, 2030	496		496		3.600% Senior Notes	Jan 15, 2030	497		496
3.000% Senior Notes	3.000% Senior Notes	Jan 15, 2031	593		592		3.000% Senior Notes	Jan 15, 2031	593		593
1.700% Senior Notes	1.700% Senior Notes	Apr 15, 2026	497		497		1.700% Senior Notes	Apr 15, 2026	498		498
4.250% Senior Notes	4.250% Senior Notes	May 15, 2027	494		493		4.250% Senior Notes	May 15, 2027	495		495
Borrowings under credit facilities(1)(2)		Jan 22, 2025 and Jan 22, 2027	23		—
5.450% Senior Notes							5.450% Senior Notes	Feb 1, 2029	296		296
Borrowings under credit facilities(1)							Borrowings under credit facilities(1)	Jan 22, 2025 and Jan 22, 2027	—		—
Borrowings under loans	Borrowings under loans	Jul 31, 2026	—		—		Borrowings under loans	Jul 31, 2026	—		—
Total notes payable and long-term debt	Total notes payable and long-term debt		2,900		2,875		Total notes payable and long-term debt		2,876		2,875
Less current installments of notes payable and long-term debt	Less current installments of notes payable and long-term debt		323		300		Less current installments of notes payable and long-term debt		—		—
Notes payable and long-term debt, less current installments	Notes payable and long-term debt, less current installments		$	2,577	$	2,575	Notes payable and long-term debt, less current installments		$	2,876	$	2,875

(1)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.

~~(2)~~As of ~~February 28,~~November 30, 2023, the Company has $3.8 billion in available unused borrowing capacity under its revolving credit facilities. The ~~Credit Facility~~senior unsecured credit agreement dated as of January 22, 2020 and amended on February 10, 2023 (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.

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 ~~and the 4.900% Senior Notes~~ contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the ~~4.900%,~~ 3.950%, 3.600%, 3.000%, 1.700%, 4.250% or ~~4.250%~~5.450% Senior Notes upon a change of control. As of ~~February 28,~~November 30, 2023 and August 31, ~~2022,~~2023, the Company was in compliance with its debt covenants.

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Fair Value

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

6.5. 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

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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 a servicing fee under the global asset-backed securitization program. Servicing fees related to the global asset-backed securitization program recognized during the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023 and 2022 were not material. 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 ~~February 28,~~November 30, 2023.

The global asset-backed securitization program expires on November 25, 2024 and the maximum amount of net cash proceeds available at any one time is $600 million. As of ~~February 28,~~November 30, 2023, the Company had no available liquidity under its global asset-backed securitization program.

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


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Trade accounts receivable sold(1)	Trade accounts receivable sold(1)	$	998	$	1,000	$	2,064	$	2,032	Trade accounts receivable sold(1)		$	989	$	1,066
Cash proceeds received(2)	Cash proceeds received(2)	$	989	$	999	$	2,047	$	2,029	Cash proceeds received(2)		$	979	$	1,058

Pre-tax losses on sale of receivables(3)	Pre-tax losses on sale of receivables(3)	$	9	$	1	$	17	$	3	Pre-tax losses on sale of receivables(3)		$	10	$	8

(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 ~~February 28,~~November 30, 2023 and August 31, ~~2022,~~2023, the Company was in compliance with all covenants under the global asset-backed securitization program.

7.6. Accrued Expenses

Accrued expenses consist of the following (in millions):


		February 28, 2023		August 31, 2022			November 30, 2023		August 31, 2023
Inventory deposits	Inventory deposits	$	1,975	$	1,586	Inventory deposits	$	1,656	$	1,839
Contract liabilities(1)	Contract liabilities(1)	1,128		796		Contract liabilities(1)	906		886
Accrued compensation and employee benefits	Accrued compensation and employee benefits	653		806		Accrued compensation and employee benefits	683		743

Other accrued expenses	Other accrued expenses	2,110		2,084		Other accrued expenses	2,595		2,047
Accrued expenses		$	5,866	$	5,272
Accrued expenses(2)						Accrued expenses(2)	$	5,840	$	5,515

(1)Revenue recognized during the ~~six~~three months ended ~~February 28,~~November 30, 2023 and 2022 that was included in the contract liability balance as of August 31, 2023 and 2022 ~~and 2021~~ was ~~$254~~$161 million and ~~$196~~$139 million, respectively.

(2)Excludes $304 million and $364 million of accrued expenses classified as held for sale as of November 30, 2023 and August 31, 2023, respectively. See Note 15 – “Business Acquisitions and Divestitures” for additional information.

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87. 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 six months~~ ended ~~February 28,~~November 30, 2023 and 2022 (in millions):

Three months ended Six months ended
February 28, 2023 February 28, 2022 February 28, 2023 February 28, 2022
Service cost(1)
$ 4 $ 6 $ 8 $ 12
Interest cost(2)
3 1 6 2
Expected long-term return on plan assets(2)
(3) (4) (8) (8)
Recognized actuarial gain(2)
(2) (3) (4) (6)
Amortization of actuarial gain(2)(3)
(2) (2) (3) (4)
Amortization of prior service cost(2)
1 1 2 2
Net periodic benefit cost (credit) $ 1 $ (1) $ 1 $ (2)

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	Three months ended
		November 30, 2023		November 30, 2022
Service cost(1)		$	5	$	4
Interest cost(2)		3		3
Expected long-term return on plan assets(2)		(4)		(5)
Recognized actuarial gain(2)		(2)		(2)
Amortization of actuarial gain(2)(3)		(1)		(1)

Amortization of prior service cost(2)		1		1
Net periodic benefit cost		$	2	$	—

(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.

9.8. 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 ~~$1.0 billion~~$153 million and ~~$1.4 billion~~$491 million as of ~~February 28,~~November 30, 2023 and August 31, ~~2022,~~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 ~~March~~December 1, 2023 and ~~November 30, 2023.~~August 31, 2024.

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 ~~February 28,~~November 30, 2023 and August 31, ~~2022,~~2023, was ~~$3.6~~$4.3 billion and ~~$3.4~~$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.

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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 ~~net investment hedges have an~~maturity dates and aggregate notional amount outstanding of ~~$127 million~~net investment hedges are as follows (in millions):


Maturity date	November 30, 2023		August 31, 2023
September 2023	$	—	$	34
October 2023	—		96
January 2024	97		96
April 2024	104		68
July 2024	174		102
Total	$	375	$	396

The gains and ~~$0 million as of February 28, 2023 and August 31, 2022, respectively, and are expected to mature in August 2023. The effective portion of the gain or loss~~losses on net investment hedges ~~is reported~~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 ~~components for the net investment hedges are~~from effectiveness testing were not material for all periods presented and are recognized in interest ~~expense.~~expense, net.

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

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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

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

Six months ended

Three months ended

February 28, 2023

February 28, 2022

February 28, 2023

February 28, 2022

November 30, 2023

November 30, 2022

Forward foreign exchange contracts(1)

Cost of revenue

(16)

Forward foreign exchange contracts(1)

Cost of revenue

(46)

(1)For the three months ended ~~February 28,~~November 30, 2023, the Company recognized ~~$53~~$38 million of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. For the ~~six~~three months ended ~~February 28, 2023,~~November 30, 2022, the Company recognized $4$49 million of foreign currency losses in cost of revenue, in addition to losses from the forward foreign exchange contracts. For the three months and six months ended February 28, 2022, the Company recognized $9 million and $37 million, respectively, of foreign currency lossesgains in cost of revenue, which are offset by the ~~gains~~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.

~~Cash Flow Hedges~~

~~The following table presents the~~ As of November 30, 2023, there are no outstanding interest rate ~~swaps outstanding as~~swaps.

Table of ~~February 28, 2023, which have been designated as hedging instruments and are accounted for as cash flow hedges (in millions):~~Contents
Interest Rate Swap Summary Hedged Interest Rate Payments Aggregate Notional Amount Effective Date Expiration Date
Forward Interest Rate Swap
Anticipated Debt Issuance Fixed $ 150 May 24, 2021 July 31, 2024 (1)(2)
Anticipated Debt Issuance Fixed $ 100 August 8, 2022 July 31, 2024 (1)(2)

~~(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.~~

~~10.~~9. Accumulated Other Comprehensive Income

The following table sets forth the changes in ~~accumulated other comprehensive income (“AOCI”),~~AOCI, net of tax, by component for the ~~six~~three months ended ~~February 28,~~November 30, 2023 (in millions):


		Foreign Currency Translation Adjustment		Derivative Instruments		Actuarial Gain (Loss)		Prior Service (Cost) Credit		Total			Foreign Currency Translation Adjustment		Net Investment Hedges		Derivative Instruments		Actuarial Gain (Loss)		Prior Service (Cost) Credit		Total
Balance as of August 31, 2022		$	(88)	$	(3)	$	65	$	(16)	$	(42)
Balance as of August 31, 2023												Balance as of August 31, 2023	$	(59)	$	(4)	$	14	$	46	$	(14)	$	(17)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	18		(7)		2		(1)		12		Other comprehensive income (loss) before reclassifications	4		(4)		(3)		—		—		(3)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	—		44		(7)		2		39		Amounts reclassified from AOCI	—		—		16		(3)		1		14
Other comprehensive income (loss)(1)	Other comprehensive income (loss)(1)	18		37		(5)		1		51		Other comprehensive income (loss)(1)	4		(4)		13		(3)		1		11
Balance as of February 28, 2023		$	(70)	$	34	$	60	$	(15)	$	9
Balance as of November 30, 2023												Balance as of November 30, 2023	$	(55)	$	(8)	$	27	$	43	$	(13)	$	(6)

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

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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				Six months ended						Three months ended
Comprehensive Income Components	Comprehensive Income Components	Financial Statement Line Item	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022		Comprehensive Income Components	Financial Statement Line Item		November 30, 2023		November 30, 2022
Realized losses (gains) on derivative instruments:(1)	Realized losses (gains) on derivative instruments:(1)										Realized losses (gains) on derivative instruments:(1)
Foreign exchange contracts	Foreign exchange contracts	Cost of revenue	$	1	$	(6)	$	44	$	(5)	Foreign exchange contracts	Cost of revenue		$	17	$	43
Interest rate contracts	Interest rate contracts	Interest expense	—		1		—		2		Interest rate contracts	Interest expense, net		(1)		—
Actuarial gain		(2)	(4)		(5)		(7)		(10)
Prior service cost		(2)	1		1		2		2
Actuarial gains											Actuarial gains	(2)		(3)		(3)
Prior service costs											Prior service costs	(2)		1		1
Total amounts reclassified from AOCI(3)	Total amounts reclassified from AOCI(3)		$	(2)	$	(9)	$	39	$	(11)	Total amounts reclassified from AOCI(3)			$	14	$	41

(1)The Company expects to reclassify ~~less than $1~~$5 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 87 – “Postretirement and Other Employee Benefits” for additional information.

(3)Amounts are net of tax, which are immaterial for the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023 and 2022.

~~11.~~10. Stockholders’ Equity

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


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Restricted stock units	Restricted stock units	$	16	$	12	$	54	$	44	Restricted stock units		$	42	$	38
Employee stock purchase plan	Employee stock purchase plan	4		4		8		7		Employee stock purchase plan		4		4

Total	Total	$	20	$	16	$	62	$	51	Total		$	46	$	42

As of ~~February 28,~~November 30, 2023, the shares available to be issued under the 2021 Equity Incentive Plan were ~~8,437,901.~~7,738,300.

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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. TheThe 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 havehave 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 ~~six~~three months ended ~~February 28,~~November 30, 2023 and 2022, the Company awarded approximately ~~0.9~~0.4 million and ~~0.7~~0.9 million time-based restricted stock units, respectively, ~~0.2~~0.1 million and 0.2 million performance-based restricted stock units, respectively, and ~~0.2~~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):


	~~February 28,~~November 30, 2023
Unrecognized stock-based compensation ~~expense—~~expense – restricted stock units	$	6482
Remaining weighted-average period for restricted stock units expense	1.5 years

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Common Stock Outstanding

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


		Three months ended		Six months ended			Three months ended
		February 28, 2023	February 28, 2022	February 28, 2023	February 28, 2022			November 30, 2023	November 30, 2022
Common stock outstanding:	Common stock outstanding:					Common stock outstanding:
Beginning balances	Beginning balances	134,231,300	144,166,009	135,493,980	144,496,077	Beginning balances		131,294,422	135,493,980

Shares issued under employee stock purchase plan		629,336	520,483	629,336	520,483

Vesting of restricted stock	Vesting of restricted stock	148,718	28,243	2,010,396	2,453,715	Vesting of restricted stock		1,766,775	1,861,678
Purchases of treasury stock under employee stock plans	Purchases of treasury stock under employee stock plans	(47,242)	(9,719)	(570,649)	(700,274)	Purchases of treasury stock under employee stock plans		(526,028)	(523,407)
Treasury shares purchased(1)(2)	Treasury shares purchased(1)(2)	(1,723,744)	(2,312,881)	(4,324,695)	(4,377,866)	Treasury shares purchased(1)(2)		(3,887,738)	(2,600,951)
Ending balances	Ending balances	133,238,368	142,392,135	133,238,368	142,392,135	Ending balances		128,647,431	134,231,300

(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 ~~remains~~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 ~~February 28,~~August 31, 2023, ~~0.3~~2.7 million shares had been repurchased for ~~$25~~$224 million, excluding excise tax. In September 2023, the Board of Directors amended and ~~$975~~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 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 November 30, 2023, 3.9 million shares had been repurchased for $500 million, excluding excise tax, and $2.0 billion remains available under the 2023 Share Repurchase ~~Program.~~Program approved in September 2023.

~~12.~~11. Concentration of Risk and Segment Data

Concentration of Risk

Sales of the Company’s products are concentrated among specific customers. During the ~~six~~three months ended ~~February 28,~~November 30, 2023, the Company’s five largest customers accounted for approximately 44% of its net revenue and 7976 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.

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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.

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


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Segment income and reconciliation of income before income tax	Segment income and reconciliation of income before income tax									Segment income and reconciliation of income before income tax
EMS	EMS	$	205	$	152	$	403	$	299	EMS		$	165	$	198
DMS	DMS	186		192		449		445		DMS		334		263
Total segment income	Total segment income	$	391	$	344	$	852	$	744	Total segment income		$	499	$	461
Reconciling items:	Reconciling items:									Reconciling items:
Amortization of intangibles	Amortization of intangibles	(9)		(8)		(17)		(16)		Amortization of intangibles		(6)		(8)
Stock-based compensation expense and related charges	Stock-based compensation expense and related charges	(20)		(16)		(62)		(51)		Stock-based compensation expense and related charges		(46)		(42)
Restructuring, severance and related charges	Restructuring, severance and related charges	—		—		(45)		—		Restructuring, severance and related charges		(127)		(45)

Costs from the divestiture of businesses										Costs from the divestiture of businesses		(15)		—
Other expense (net of periodic benefit cost)	Other expense (net of periodic benefit cost)	(20)		(3)		(39)		(11)		Other expense (net of periodic benefit cost)		(23)		(19)
Interest income		17		—		30		1
Interest expense		(72)		(33)		(133)		(66)
Interest expense, net										Interest expense, net		(47)		(48)

Income before income tax	Income before income tax	$	287	$	284	$	586	$	601	Income before income tax		$	235	$	299

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

Three months ended
February 28, 2023 February 28, 2022
EMS DMS Total EMS DMS Total
Timing of transfer
Point in time $ 1,267 $ 1,416 $ 2,683 $ 1,327 $ 1,418 $ 2,745
Over time 2,784 2,667 5,451 2,447 2,361 4,808
Total $ 4,051 $ 4,083 $ 8,134 $ 3,774 $ 3,779 $ 7,553
Six months ended
February 28, 2023 February 28, 2022
EMS DMS Total EMS DMS Total
Timing of transfer
Point in time $ 2,805 $ 3,696 $ 6,501 $ 2,734 $ 3,788 $ 6,522
Over time 5,792 5,476 11,268 4,898 4,700 9,598
Total $ 8,597 $ 9,172 $ 17,769 $ 7,632 $ 8,488 $ 16,120


	Three months ended
	November 30, 2023						November 30, 2022
	EMS		DMS		Total		EMS		DMS		Total
Timing of transfer
Point in time	$	1,095	$	2,014	$	3,109	$	1,538	$	2,280	$	3,818
Over time	2,497		2,781		5,278		3,008		2,809		5,817
Total	$	3,592	$	4,795	$	8,387	$	4,546	$	5,089	$	9,635

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 Six months ended
February 28, 2023 February 28, 2022 February 28, 2023 February 28, 2022
Foreign source revenue 84.0 % 83.5 % 85.0 % 84.2 %


	Three months ended
		November 30, 2023		November 30, 2022
Foreign source revenue		86.4	%	85.7	%

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~~13.~~12. Restructuring, Severance and Related Charges

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


		Three months ended				Six months ended					Three months ended
		February 28, 2023(1)		February 28, 2022		February 28, 2023(1)		February 28, 2022				November 30, 2023		November 30, 2022
Employee severance and benefit costs	Employee severance and benefit costs	$	(4)	$	—	$	36	$	1	Employee severance and benefit costs		$	95	$	40
Lease costs		—		—		—		(1)

Asset write-off costs	Asset write-off costs	4		—		5		—		Asset write-off costs		22		1
Other costs	Other costs	—		—		4		—		Other costs		10		4
Total restructuring, severance and related charges~~(2)~~(1)	Total restructuring, severance and related charges~~(2)~~(1)	$	—	$	—	$	45	$	—	Total restructuring, severance and related charges~~(2)~~(1)		$	127	$	45

(1)~~Primarily relates~~Charges for the three months ended November 30, 2023, related to the 2024 Restructuring Plan and included $29 million recorded in the EMS segment, $79 million recorded in the DMS segment and $19 million of non-allocated charges. Charges for the three months ended November 30, 2022, related to headcount reduction to further optimize the Company’s business activities and ~~includes $0 million and~~included $4 million recorded in the EMS segment, ~~$0 million and~~ $33 million recorded in the DMS segment and ~~$0 million~~ $8 million of non-allocated ~~charges for the three months and six months ended February 28, 2023, respectively.~~charges. Except for asset write-off costs, all restructuring, severance and related charges are cash costs.

~~(2)~~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 ~~liability is $34 million as of February 28, 2023, which primarily relates to employee severance and benefit costs incurred in fiscal year 2022~~decisions, and the ~~six months ended February 28, 2023.We expect~~timing of such decisions, at certain locations, are still subject to consultation with the ~~majority~~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 ~~be paid during fiscal year 2023.~~a variety of factors. 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	95		—		22		10		127
Asset write-off charge and other non-cash activity	—		—		(22)		(5)		(27)
Cash payments	(14)		—		—		—		(14)
Balance as of November 30, 2023	$	81	$	—	$	—	$	5	$	86

~~14.~~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				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
U.S. federal statutory income tax rate	U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%	21.0	%	U.S. federal statutory income tax rate		21.0	%	21.0	%
Effective income tax rate	Effective income tax rate	27.6	%	21.7	%	26.6	%	22.8	%	Effective income tax rate		17.6	%	25.6	%

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The effective income tax rate differed for the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023, compared to the three months ~~and six months~~ ended ~~February 28,~~November 30, 2022, primarily due to: (i) a change in the jurisdictional mix of earnings, driven in part by restructuring charges, ~~for the six months ended February 28, 2023 and~~ (ii) a ~~$10~~$19 million income tax benefit ~~associated with~~for the reversal of a non-U.S. ~~partial valuation allowance during~~unrecognized tax benefit due to audit closure for the three months ended ~~February 28,~~November 30, 2023, and (iii) an $11 million income tax benefit for the reversal of a portion of the U.S. valuation allowance related to an acquisition for the three months ended November 30, 2023.

The effective income tax rate differed from the U.S. federal statutory income tax rate of 21.0% during the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023 and 2022, primarily due to: (i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, ~~and~~ (iii) tax incentives granted to sites in China, Malaysia, Singapore and ~~Vietnam.~~Vietnam, (iv) a $19 million income tax benefit associated with the reversal of a non-U.S. unrecognized tax benefit due to audit closure for the three months ended November 30, 2023, and (v) an $11 million income tax benefit for the reversal of a portion of the U.S. valuation allowance related to an acquisition for the three months ended November 30, 2023.

~~15.~~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 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):

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Three months ended Six months ended
February 28, 2023 February 28, 2022 February 28, 2023 February 28, 2022
Restricted stock units 363.7 465.6 363.7 465.6

Three months ended

November 30, 2023

November 30, 2022

Restricted stock units

654.4

365.9

Dividends

The following table sets forth cash dividends declared by the Company to common stockholders during the ~~six~~three months ended ~~February 28,~~November 30, 2023 and 2022 (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:									Fiscal Year 2024:	October 19, 2023	$	0.08	$	11	November 15, 2023	December 4, 2023

		Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
Fiscal Year 2023:	Fiscal Year 2023:	October 20, 2022	$	0.08	$	12	November 15, 2022	December 2, 2022	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

Fiscal Year 2022:		October 21, 2021	$	0.08	$	12	November 15, 2021	December 1, 2021
		January 20, 2022	$	0.08	$	12	February 15, 2022	March 2, 2022

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 assets was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $86 million, including $40 million in intangible assets and $38 million in goodwill, and liabilities assumed of $25 million were recorded at their estimated fair values as of the acquisition date. The allocation of the purchase price is considered preliminary pending final valuation for the Company. 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

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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. On December 29, 2023 (the “Closing Date”), the Company completed the sale.

As of November 30, 2023, and 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. For the three months ended November 30, 2023, depreciation and amortization expense for long-lived assets are not recorded while these assets are 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.

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):


	November 30, 2023		August 31, 2023
Assets held for sale:

Accounts receivable, net of allowance for credit losses	$	315	$	96

Inventories, net of reserve for excess and obsolete inventory	354		559
Prepaid expenses and other current assets	153		220
Property, plant and equipment, net of accumulated depreciation	812		724
Operating lease right-of-use asset	119		112
Goodwill	117		117

Deferred income taxes	86		96


Liabilities held for sale:

Accounts payable	$	992	$	876
Accrued expenses	304		364



Non-current operating lease liabilities	86		83

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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 February 28, 2023 August 31, 2022
Assets:
Cash and cash equivalents:
Cash equivalents Level 1 (1) $ 5 $ 14
Prepaid expenses and other current assets:
Short-term investments Level 1 22 16
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 9) Level 2 (2) 11 3
Derivatives not designated as hedging instruments (Note 9) Level 2 (2) 42 13
Other assets:
Forward interest rate swap:
Derivatives designated as hedging instruments (Note 9) Level 2 (3) 23 13
Liabilities:
Accrued expenses:
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 9) Level 2 (2) $ 14 $ 32
Derivatives not designated as hedging instruments (Note 9) Level 2 (2) 27 76


	Fair Value Hierarchy		November 30, 2023		August 31, 2023
Assets:


Prepaid expenses and other current assets:
Short-term investments	Level 1		$	25	$	25
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 8)	Level 2	(1)	10		4
Derivatives not designated as hedging instruments (Note 8)	Level 2	(1)	18		20
Net investment hedges:
Derivatives designated as hedging instruments (Note 8)	Level 2	(1)	5		9




Liabilities:
Accrued expenses:
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 8)	Level 2	(1)	$	5	$	17
Derivatives not designated as hedging instruments (Note 8)	Level 2	(1)	17		64
Net investment hedges:
Derivatives designated as hedging instruments (Note 8)	Level 2	(1)	3		1

(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, 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.

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 approximates fair value as interest rates on these instruments approximates current market rates.

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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):


				February 28, 2023				August 31, 2022							November 30, 2023				August 31, 2023
		Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Notes payable and long-term debt: (Note 5)
4.900% Senior Notes		Level 3	(1)	$	300	$	299	$	300	$	300
Notes payable and long-term debt: (Note 4)												Notes payable and long-term debt: (Note 4)

3.950% Senior Notes	3.950% Senior Notes	Level 2	(2)	$	497	$	463	$	497	$	471	3.950% Senior Notes	Level 2	(1)	$	497	$	469	$	497	$	468
3.600% Senior Notes	3.600% Senior Notes	Level 2	(2)	$	496	$	439	$	496	$	440	3.600% Senior Notes	Level 2	(1)	$	497	$	444	$	496	$	448
3.000% Senior Notes	3.000% Senior Notes	Level 2	(2)	$	593	$	492	$	592	$	500	3.000% Senior Notes	Level 2	(1)	$	593	$	505	$	593	$	502
1.700% Senior Notes	1.700% Senior Notes	Level 2	(2)	$	497	$	446	$	497	$	446	1.700% Senior Notes	Level 2	(1)	$	498	$	459	$	498	$	452
4.250% Senior Notes	4.250% Senior Notes	Level 2	(2)	$	494	$	475	$	493	$	483	4.250% Senior Notes	Level 2	(1)	$	495	$	481	$	495	$	478
5.450% Senior Notes												5.450% Senior Notes	Level 2	(1)	$	296	$	298	$	296	$	297

(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.

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17. Commitments and Contingencies

Legal Proceedings

The Company is party to certain lawsuits in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

18. New Accounting Guidance

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

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

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JABIL INC. AND SUBSIDIARIES

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Item 2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should ~~known or unknown~~these risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, ~~2022~~2023 such as, unexpected costs or unexpected liabilities that may arise from the Mobility transaction; scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively; managing rapid declines or increases in customer demand and other related customer challenges that may occur; the ~~scope and duration~~effect of ~~the~~ COVID-19 ~~outbreak~~ and its impact on our operations, sites, customers and supply chain; our dependence on a limited number of customers; our ability to purchase components efficiently and reliance on a limited number of suppliers for critical components; risks arising from relationships with emerging companies; changes in technology and competition in our industry; our ability to introduce new business models or programs requiring implementation of new competencies; competition; transportation issues; our ability to maintain our engineering, technological and manufacturing expertise; retaining key personnel; risks associated with international sales and ~~operations;~~operations, including geopolitical uncertainties; energy price increases or shortages; our ability to achieve expected profitability from acquisitions; risk arising from our restructuring activities; issues involving our information systems, including security issues; regulatory risks (including the expense of complying, or failing to comply, with applicable regulations; risk arising from design or manufacturing defects; risk arising from compliance, or failure to comply, with environmental, health and safety laws or regulations and intellectual property risk); financial risks (including customers or suppliers who become financially troubled; turmoil in financial markets; tax risks; credit rating risks; risks of exposure to debt; currency fluctuations; and asset impairment); changes in financial accounting standards or policies; ~~and~~ risk of natural disaster, climate change or other global ~~events.~~events; and risks arising from expectations relating to environmental, social and governance considerations. References in this report to “the Company,” “Jabil,” “we,” “our,” or “us” mean Jabil Inc. together with its consolidated subsidiaries, except where the context otherwise requires.

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Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are one of the leading providers of worldwide manufacturing services and solutions. We provide comprehensive electronics design, production and product management services to companies in various industries and end markets. Our services enable our customers to reduce manufacturing costs, improve supply-chain management, reduce inventory obsolescence, lower transportation costs and reduce product fulfillment time. Our manufacturing and supply chain management services and solutions include innovation, design, planning, fabrication and assembly, delivery and managing the flow of resources and products. We derive substantially all of our revenue from production and product management services (collectively referred to as “manufacturing services”), which encompass the act of producing tangible components that are built to customer specifications and are then provided to the customer.

We serve our customers primarily through dedicated business units that combine highly automated, continuous flow manufacturing with advanced electronic design and design for manufacturability. We currently depend, and expect to continue to depend for the foreseeable future, upon a relatively small number of customers for a significant percentage of our net revenue, which in turn depends upon their growth, viability and financial stability.

We conduct our operations in facilities that are located worldwide, including but not limited to, China, ~~Ireland,~~India, Malaysia, Mexico, Singapore and the United States. We derived a substantial majority, ~~84.0% and 85.0%,~~86.4% of net revenue from our international operations for the three months ~~and six months~~ ended ~~February 28, 2023, respectively.~~November 30, 2023. Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products. Our global presence is key to assessing and executing on our business opportunities.

We have two reporting segments: Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”), which are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital and risk profiles. Our EMS segment is focused around leveraging IT, supply chain design and engineering, technologies largely centered on core electronics, utilizing our large scale manufacturing infrastructure and our ability to serve a broad range of end markets. Our EMS segment is a high volume business that produces product at a quicker rate (i.e. cycle time) and in larger quantities and includes customers primarily in the 5G, wireless and cloud, digital print and retail, industrial and ~~semi-cap,~~semi-capital equipment, and networking and storage industries. Our DMS segment is focused on providing engineering solutions, with an emphasis on material sciences, technologies and healthcare. Our DMS segment includes customers primarily in the automotive and transportation, connected devices, healthcare and packaging, and mobility industries.

We monitor the current economic environment and its potential impact on both the customers we serve as well as our end-markets and closely manage our costs and capital resources so that we can respond appropriately as circumstances change.

Refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022~~2023 for further discussion of the items disclosed in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section as of ~~February 28,~~November 30, 2023 contained herein.

~~COVID-19~~

The COVID-19 pandemic has had, and continues to have, significant impacts in countries where we operate. Travel and business operation restrictions arising from governmental virus containment efforts have continued to impact our operations in Asia during this fiscal year.

Certain of our suppliers continue to experience supply chain constraints, including difficulty sourcing materials necessary to fulfill customer production requirements and challenges in transporting completed products to our end customers.

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Summary of Results

The following table sets forth, for the periods indicated, certain key operating results and other financial information (in millions, except per share data):


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
Net revenue	Net revenue	$	8,134	$	7,553	$	17,769	$	16,120	Net revenue		$	8,387	$	9,635
Gross profit	Gross profit	$	661	$	609	$	1,404	$	1,284	Gross profit		$	775	$	743
Operating income	Operating income	$	359	$	313	$	721	$	663	Operating income		$	303	$	362
Net income attributable to Jabil Inc.	Net income attributable to Jabil Inc.	$	207	$	222	$	430	$	463	Net income attributable to Jabil Inc.		$	194	$	223
Earnings per share—basic	Earnings per share—basic	$	1.55	$	1.55	$	3.21	$	3.22	Earnings per share—basic		$	1.49	$	1.65
Earnings per share—diluted	Earnings per share—diluted	$	1.52	$	1.51	$	3.14	$	3.15	Earnings per share—diluted		$	1.47	$	1.61

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Key Performance Indicators

Management regularly reviews financial and non-financial performance indicators to assess the Company’s operating results. Changes in our operating assets and liabilities are largely affected by our working capital requirements, which are dependent on the effective management of our sales cycle as well as timing of payments. Our sales cycle measures how quickly we can convert our manufacturing services into cash through sales. We believe the metrics set forth below are useful to investors in measuring our liquidity as future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable.

The following table sets forth, for the quarterly periods indicated, certain of management’s key financial performance indicators:

Three months ended

~~February 28,~~November 30, 2023(1)

August 31, 2023(1)

November 30, ~~2022~~

~~February 28,~~ 2022

Sales cycle~~(1)~~(2)

5042 days

3943 days

3539 days

Inventory turns (annualized)~~(2)~~(3)

45 turns

5 turns

45 turns

Days in accounts receivable~~(3)~~(4)

4143 days

4240 days

3842 days

Days in inventory~~(4)~~(5)

~~93 days~~

78 days

8680 days

78 days

Days in accounts payable~~(5)~~(6)

8478 days

8177 days

8981 days

(1)The calculation of these key performance indicators includes assets and liabilities held for sale for the three months ended November 30, 2023 and August 31, 2023, respectively.

(2)The sales cycle is calculated as the sum of days in accounts receivable and days in inventory, less the days in accounts payable; accordingly, the variance in the sales cycle quarter over quarter was a direct result of changes in these indicators.

~~(2)~~(3)Inventory turns (annualized) are calculated as 360 days divided by days in inventory.

~~(3)~~(4)Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days. During the three months ended November 30, 2023, the increase in days in accounts receivable from the prior sequential quarter was primarily due to the timing of collections.

~~(4)~~(5)Days in inventory is calculated as inventories, net and contract assets divided by cost of revenue multiplied by 90 days. During the three months ended ~~February 28,~~November 30, 2023, the ~~increase~~decrease in days in inventory from the prior sequential quarter ~~and the three months ended February 28, 2022,~~ was primarily ~~due~~driven by higher consumption of inventory to ~~higher raw material balances related to supply chain constraints, particularly in~~support sales during the ~~automotive supply chain.~~quarter and improved working capital management.

~~(5)~~(6)Days in accounts payable is calculated as accounts payable divided by cost of revenue multiplied by 90 days. During the three months ended February 28, 2023, the increase in days in accounts payable from the prior sequential quarter was primarily due to an increase in material purchases and timing of payments during the quarter. During the three months ended February 28,November 30, 2023, the decrease in days in accounts payable from the three months ended ~~February 28,~~November 30, 2022, was primarily due to cash payments and timing of purchases during the quarter.

Critical Accounting Policies and Estimates

The preparation of our Condensed Consolidated Financial Statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances. For further discussion of our

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significant accounting policies, refer to Note 1 — “Description of Business and Summary of Significant Accounting Policies” to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022.~~2023.

Recent Accounting Pronouncements

See Note 18 – “New Accounting Guidance” to the Condensed Consolidated Financial Statements for a discussion of recent accounting guidance.

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Results of Operations

Net Revenue

Generally, we assess revenue on a global customer basis regardless of whether the growth is associated with organic growth or as a result of an acquisition. Accordingly, we do not differentiate or separately report revenue increases generated by acquisitions as opposed to existing business. In addition, the added cost structures associated with our acquisitions have historically been relatively insignificant when compared to our overall cost structure.

The distribution of revenue across our segments has fluctuated, and will continue to fluctuate, as a result of numerous factors, including the following: fluctuations in customer demand; efforts to diversify certain portions of our business; business growth from new and existing customers; specific product performance; and any potential termination, or substantial winding down, of significant customer relationships.


		Three months ended						Six months ended							Three months ended
(dollars in millions)	(dollars in millions)	February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change		(dollars in millions)		November 30, 2023		November 30, 2022		Change
Net revenue	Net revenue	$	8,134	$	7,553	7.7	%	$	17,769	$	16,120	10.2	%	Net revenue		$	8,387	$	9,635	(12.9)	%

Net revenue ~~increased~~decreased during the three months ended ~~February 28,~~November 30, 2023, compared to the three months ended ~~February 28,~~November 30, 2022. Specifically, the ~~DMS~~EMS segment net revenue ~~increased 8%~~decreased 21% primarily due to: (i) a 6% increase in revenues from existing customers within our automotive and transportation business, (ii) a 5% increase in revenues from existing customers within our mobility business, and (iii) a 4% increase in revenues from existing customers within our healthcare and packaging business. The increase is partially offset by a 7%12% decrease in revenues from existing customers within our ~~connected devices business. The EMS segment net revenue increased 7% due to: (i)~~5G, wireless and cloud business, which continued transitioning to a ~~4% increase~~customer-controlled consignment model in ~~revenues from existing customers within our industrial and capital equipment business,~~fiscal year 2024, (ii) a ~~2% increase~~7% decrease in revenues from existing customers within our digital print and retail business, and (iii) a 2% ~~increase in revenues from existing customers within our networking and storage business. The increase is partially offset by a 1%~~ decrease ~~in revenues from existing customers within our 5G, wireless and cloud business.~~

Net revenue increased during the six months ended February 28, 2023, compared to the six months ended February 28, 2022. Specifically, the EMS segment net revenue increased 13% due to: (i) a 4% increase in revenues from existing customers within our industrial and ~~capital~~semi-capital equipment ~~business, (ii)~~business. The DMS segment net revenue decreased 6% due to: (i) a ~~4% increase~~5% decrease in revenues from existing customers within our ~~digital print~~connected devices business and ~~retail business, (iii)~~(ii) a 3% ~~increase in revenues~~decrease from existing customers within our ~~networking and storage business, and (iv)~~mobility business. The decrease is partially offset by a 2% ~~increase in revenues from existing customers within our 5G, wireless and cloud business. The DMS segment net revenue increased 8% due to: (i) a 7%~~ increase in revenues from existing customers within our automotive and transportation ~~business, (ii)~~business.

On September 26, 2023, we announced the signing of a ~~4% increase in revenues from existing customers within our healthcare and packaging business, and (iii) a 1% increase in revenues from existing customers within~~definitive agreement to divest our mobility ~~business. The increase is partially offset by~~business to an affiliate of BYD Electronic (International) Company Limited (“BYDE”) in a ~~4% decrease in revenues from existing customers within our connected devices business.~~

~~We continue~~cash transaction valued at approximately $2.2 billion. On December 29, 2023, the closing date, we completed the sale. See Note 15 – “Business Acquisitions and Divestitures” to ~~expect $800 million in components that we procure and integrate~~the Consolidated Financial Statements for our cloud business will shift from a purchase and resale model to a customer-controlled consignment service model during fiscal year 2023. As a result of this continued transition, revenue associated with these components are shown on a net basis and as a result, we expect higher gross margins and lower cash used in this business.

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additional information.

The following table sets forth, for the periods indicated, revenue by segment expressed as a percentage of net revenue:


		Three months ended				Six months ended					Three months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022				November 30, 2023		November 30, 2022
EMS	EMS	50	%	50	%	48	%	47	%	EMS		43	%	47	%
DMS	DMS	50	%	50	%	52	%	53	%	DMS		57	%	53	%
Total	Total	100	%	100	%	100	%	100	%	Total		100	%	100	%

The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue:

Three months ended Six months ended
February 28, 2023 February 28, 2022 February 28, 2023 February 28, 2022
Foreign source revenue 84.0 % 83.5 % 85.0 % 84.2 %


	Three months ended
		November 30, 2023		November 30, 2022
Foreign source revenue		86.4	%	85.7	%

Gross Profit


		Three months ended						Six months ended							Three months ended
(dollars in millions)	(dollars in millions)	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022			(dollars in millions)		November 30, 2023			November 30, 2022
Gross profit	Gross profit	$	661		$	609		$	1,404		$	1,284		Gross profit		$	775		$	743
Percent of net revenue	Percent of net revenue	8.1		%	8.1		%	7.9		%	8.0		%	Percent of net revenue		9.2		%	7.7		%

Gross profit as a percentage of net revenue ~~remained relatively consistent~~increased for the three months ~~and six months~~ ended ~~February 28, 2023, compared to the three months and six months ended February 28, 2022.~~

~~Selling, General and Administrative~~

Three months ended Six months ended
(dollars in millions) February 28, 2023 February 28, 2022 Change February 28, 2023 February 28, 2022 Change
Selling, general and administrative $ 285 $ 280 $ 5 $ 604 $ 588 $ 16

~~Selling, general and administrative expenses increased during the three months ended February 28,~~November 30, 2023, compared to the three months ended ~~February 28, 2022. The increase is~~November 30, 2022, primarily due to ~~a $4 million increase in stock-based compensation expense due to awards granted~~product mix, improved profitability across various businesses, and depreciation and amortization for long-lived assets no longer being recorded while these assets are classified as held for sale.

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Selling, General and Administrative


	Three months ended
(in millions)		November 30, 2023		November 30, 2022		Change
Selling, general and administrative		$	314	$	319	$	(5)

Selling, general and administrative expenses decreased during the three months ended November 30, ~~2022.~~

~~Selling, general and administrative expenses increased during the six months ended February 28,~~ 2023, compared to the six months ended February 28, 2022. The increase is primarily due to a $11 million increase in stock-based compensation expense due to higher anticipated achievement levels for certain performance-based stock awards and awards granted during the three months ended November 30, 2022. The decrease is primarily due to a $6 million decrease in salary and salary related expenses.

Research and Development


		Three months ended						Six months ended							Three months ended
(dollars in millions)	(dollars in millions)	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022			(dollars in millions)		November 30, 2023			November 30, 2022
Research and development	Research and development	$	8		$	8		$	17		$	17		Research and development		$	10		$	9
Percent of net revenue	Percent of net revenue	0.1		%	0.1		%	0.1		%	0.1		%	Percent of net revenue		0.1		%	0.1		%

Research and development expenses remained consistent as a percentage of net revenue during the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023, compared to the three months ~~and six months~~ ended ~~February 28,~~November 30, 2022.

Amortization of Intangibles


		Three months ended						Six months ended							Three months ended
(dollars in millions)		February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change
(in millions)														(in millions)		November 30, 2023		November 30, 2022		Change
Amortization of intangibles	Amortization of intangibles	$	9	$	8	$	1	$	17	$	16	$	1	Amortization of intangibles		$	6	$	8	$	(2)

Amortization of intangibles remained relatively consistent during the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023, compared to the three months ~~and six months~~ ended ~~February 28,~~November 30, 2022.

Restructuring, Severance and Related Charges


	Three months ended
(in millions)		November 30, 2023		November 30, 2022		Change
Restructuring, severance and related charges		$	127	$	45	$	82

Restructuring, severance and related charges increased during the three months ended November 30, 2023, compared to the three months ended November 30, 2022, primarily related to the 2024 Restructuring Plan.

2024 Restructuring Plan

On September 26, 2023, our Board of Directors approved a restructuring plan to (i) realign our cost base for stranded costs associated with the sale and realignment of our mobility business and (ii) optimize our global footprint. This action includes headcount reductions across our Selling, General and Administrative (“SG&A”) cost base and capacity realignment (the “2024 Restructuring Plan”). The 2024 Restructuring Plan reflects our intention only and restructuring decisions, and the timing of such decisions, at certain locations, are still subject to consultation with our employees and their representatives.

Based on the analysis done to date, we currently expect to recognize approximately $300 million in pre-tax restructuring and other related costs over the course of our 2024 fiscal year. The charges relating to the 2024 Restructuring Plan are currently expected to result in net cash expenditures of approximately $200 million that will be payable over the course of our fiscal years 2024 and 2025. The exact timing of these charges and cash outflows, as well as the estimated cost ranges by category type, have not been finalized. This information will be subject to the finalization of timetables for the transition of functions, consultation with employees and their representatives as well as the statutory severance requirements of the jurisdictions impacted, and the amount and timing of the actual charges may vary due to a variety of factors. Our estimates for the charges discussed above exclude any potential income tax effects.

See Note 12 – “Restructuring, Severance and Related Charges” to the Condensed Consolidated Financial Statements for further discussion of restructuring, severance and related charges.

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~~Restructuring, Severance and Related Charges~~Costs from the Divestiture of Businesses

Three months ended Six months ended
(dollars in millions) February 28, 2023 February 28, 2022 Change February 28, 2023 February 28, 2022 Change
Restructuring, severance and related charges $ — $ — $ — $ 45 $ — $ 45


	Three months ended
(in millions)		November 30, 2023		November 30, 2022		Change
Costs from the divestiture of businesses		$	15	$	—	$	15

~~Restructuring, severance and related charges~~Costs from the divestiture of businesses increased ~~during the six months ended February 28, 2023, compared to the six months ended February 28, 2022 primarily related to a headcount reduction to further optimize our business activities~~ during the three months ended November 30, ~~2022.~~2023, related to transaction costs incurred from the planned divestiture of our mobility business.

Other Expense


	Three months ended
(in millions)		November 30, 2023		November 30, 2022		Change
Other expense		$	21	$	15	$	6

The change in other expense during the three months ended November 30, 2023, compared to the three months ended November 30, 2022, is primarily due to an increase in fees due to higher interest rates on our trade accounts receivable sales programs and global asset-backed securitization programs.

Interest Expense, Net


	Three months ended
(in millions)		November 30, 2023		November 30, 2022		Change
Interest expense, net		$	47	$	48	$	(1)

Interest expense, net remained relatively consistent during the three months ended November 30, 2023, compared to the three months ended November 30, 2022.

~~Other Expense (Income)~~

Three months ended Six months ended
(dollars in millions) February 28, 2023 February 28, 2022 Change February 28, 2023 February 28, 2022 Change
Other expense (income) $ 17 $ (4) $ 21 $ 32 $ (3) $ 35

The change in other expense (income) during the three months ended February 28, 2023, compared to the three months ended February 28, 2022, is primarily due to: (i) $15 million related to an increase in fees associated with the securitization programs and higher utilization of and higher interest rates for the trade accounts receivable sales programs, (ii) $4 million primarily related to higher net periodic benefit costs, and (iii) $2 million arising from an increase in other expense.

The change in other expense (income) during the six months ended February 28, 2023, compared to the six months ended February 28, 2022, is primarily due to: (i) $31 million related to an increase in fees associated with the securitization programs and higher utilization of and higher interest rates for the trade accounts receivable programs, and (ii) $7 million primarily related to higher net periodic benefit costs. The change is partially offset by $3 million arising from a decrease in other expense.

~~Interest Income~~
Three months ended Six months ended
(dollars in millions) February 28, 2023 February 28, 2022 Change February 28, 2023 February 28, 2022 Change
Interest income $ 17 $ — $ 17 $ 30 $ 1 $ 29

Interest income increased during the three months and six months ended February 28, 2023, compared to the three months and six months ended February 28, 2022, primarily due to higher interest rates on cash equivalents (investments that are readily convertible to cash with maturity dates of 90 days or less).

~~Interest Expense~~
Three months ended Six months ended
(dollars in millions) February 28, 2023 February 28, 2022 Change February 28, 2023 February 28, 2022 Change
Interest expense $ 72 $ 33 $ 39 $ 133 $ 66 $ 67

Interest expense increased during the three months and six months ended February 28, 2023, compared to the three months and six months ended February 28, 2022, primarily due to higher interest rates on our commercial paper program and credit facilities.

Income Tax Expense
Three months ended Six months ended
February 28, 2023 February 28, 2022 Change February 28, 2023 February 28, 2022 Change
Effective income tax rate 27.6 % 21.7 % 5.9 % 26.6 % 22.8 % 3.8 %


	Three months ended
		November 30, 2023		November 30, 2022		Change
Effective income tax rate		17.6	%	25.6	%	(8.0)	%

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Non-GAAP (Core) Financial Measures

The following discussion and analysis of our financial condition and results of operations include certain non-GAAP financial measures as identified in the reconciliations below. The non-GAAP financial measures disclosed herein do not have standard meaning and may vary from the non-GAAP financial measures used by other companies or how we may calculate those measures in other instances from time to time. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Among other uses, management uses non-GAAP “core” financial measures to make operating decisions, assess business performance and as a factor in determining certain employee performance when evaluating incentive compensation. Also, our “core” financial measures should not be construed as an indication by us that our future results will be unaffected by those items that are excluded from our “core” financial measures.

~~For fiscal year 2023, the Company adopted~~We determine an annual normalized tax rate (“normalized core tax rate”) for the computation of the non-GAAP (core) income tax provision to provide better consistency across reporting periods. In estimating the normalized core tax rate annually, ~~the Company utilizes~~we utilize a full-year financial projection of core earnings that considers the mix of earnings across tax jurisdictions, existing tax positions, and other significant tax matters. ~~The Company~~We may adjust the normalized core tax rate during the year for material impacts from new tax legislation or material changes to ~~the Company’s~~our operations.

~~Prior to fiscal year 2023, the Company determined the tax effect of the items included and excluded from core earnings quarterly.~~

Included in the tables below are reconciliations of the non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures as provided in our Condensed Consolidated Financial Statements:

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Reconciliation of U.S. GAAP Financial Results to Non-GAAP Measures


		Three months ended				Six months ended					Three months ended
(in millions, except for per share data)	(in millions, except for per share data)	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022		(in millions, except for per share data)		November 30, 2023		November 30, 2022
Operating income (U.S. GAAP)	Operating income (U.S. GAAP)	$	359	$	313	$	721	$	663	Operating income (U.S. GAAP)		$	303	$	362
Amortization of intangibles	Amortization of intangibles	9		8		17		16		Amortization of intangibles		6		8
Stock-based compensation expense and related charges	Stock-based compensation expense and related charges	20		16		62		51		Stock-based compensation expense and related charges		46		42
Restructuring, severance and related charges(1)	Restructuring, severance and related charges(1)	—		—		45		—		Restructuring, severance and related charges(1)		127		45

Net periodic benefit cost(2)	Net periodic benefit cost(2)	3		7		7		14		Net periodic benefit cost(2)		2		4

Costs from the divestiture of businesses										Costs from the divestiture of businesses		15		—
Adjustments to operating income	Adjustments to operating income	32		31		131		81		Adjustments to operating income		196		99
Core operating income (Non-GAAP)	Core operating income (Non-GAAP)	$	391	$	344	$	852	$	744	Core operating income (Non-GAAP)		$	499	$	461
Net income attributable to Jabil Inc. (U.S. GAAP)	Net income attributable to Jabil Inc. (U.S. GAAP)	$	207	$	222	$	430	$	463	Net income attributable to Jabil Inc. (U.S. GAAP)		$	194	$	223
Adjustments to operating income	Adjustments to operating income	32		31		131		81		Adjustments to operating income		196		99

Net periodic benefit cost(2)	Net periodic benefit cost(2)	(3)		(7)		(7)		(14)		Net periodic benefit cost(2)		(2)		(4)
Adjustments for taxes(3)	Adjustments for taxes(3)	20		—		21		—		Adjustments for taxes(3)		(45)		1
Core earnings (Non-GAAP)	Core earnings (Non-GAAP)	$	256	$	246	$	575	$	530	Core earnings (Non-GAAP)		$	343	$	319

Diluted earnings per share (U.S. GAAP)	Diluted earnings per share (U.S. GAAP)	$	1.52	$	1.51	$	3.14	$	3.15	Diluted earnings per share (U.S. GAAP)		$	1.47	$	1.61

Diluted core earnings per share (Non-GAAP)	Diluted core earnings per share (Non-GAAP)	$	1.88	$	1.68	$	4.19	$	3.60	Diluted core earnings per share (Non-GAAP)		$	2.60	$	2.31

Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)	Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)	136.3		146.4		137.1		147.0		Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)		132.1		138.0

(1)~~Recorded~~Charges recorded during the ~~six~~three months ended ~~February 28,~~November 30, 2023, related to the 2024 Restructuring Plan. Charges recorded during the three months ended November 30, 2022, related to headcount reduction to further optimize our business activities.

(2)We are reclassifying the pension components in other expense to core operating income as we assess operating performance, inclusive of all components of net periodic benefit cost, with the related revenue. There is no impact to core earnings or diluted core earnings per share for this adjustment.

(3)Tax adjustments for the three months ended November 30, 2023, were partially driven by an income tax benefit for the reversal of a non-U.S. unrecognized tax benefit due to audit closure.

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Adjusted Free Cash Flow


		Six months ended					Three months ended
(in millions)	(in millions)	February 28, 2023		February 28, 2022		(in millions)	November 30, 2023		November 30, 2022
Net cash provided by operating activities (U.S. GAAP)	Net cash provided by operating activities (U.S. GAAP)	$	580	$	200	Net cash provided by operating activities (U.S. GAAP)	$	448	$	166
Acquisition of property, plant and equipment (“PP&E”)(1)	Acquisition of property, plant and equipment (“PP&E”)(1)	(637)		(704)		Acquisition of property, plant and equipment (“PP&E”)(1)	(288)		(314)
Proceeds and advances from sale of PP&E(1)	Proceeds and advances from sale of PP&E(1)	169		430		Proceeds and advances from sale of PP&E(1)	13		150
Adjusted free cash flow (Non-GAAP)	Adjusted free cash flow (Non-GAAP)	$	112	$	(74)	Adjusted free cash flow (Non-GAAP)	$	173	$	2

(1)Certain customers co-invest in ~~property, plant and equipment (“~~PP~~&E”)~~&E with us. As we acquire PP&E, we recognize the cash payments in acquisition of PP&E. When our customers reimburse us and obtain control, we recognized the cash receipts in proceeds and advances from the sale of PP&E.

Acquisitions and Divestitures

Acquisitions

On November 1, 2023, we 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.

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included in our 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

We announced on September 26, 2023 that, through our indirect subsidiary, Jabil Circuit (Singapore) Pte. Ltd., a Singapore private limited company (“Singapore Seller”), we agreed to sell to an affiliate of BYD Electronic (International) Co. Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), our product manufacturing business in Chengdu, including our supporting component manufacturing in Wuxi (the “Business”) for cash consideration of approximately $2.2 billion, subject to certain customary purchase price adjustments. On December 29, 2023, the closing date, we completed the sale.

As of November 30, 2023, and 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. For the three months ended November 30, 2023, depreciation and amortization expense for long-lived assets are not recorded while these assets are classified as held for sale. The divestiture did not meet the criteria to be reported as discontinued operations and we continued to report the operating results for the Business in our Condensed Consolidated Statement of Operations in the DMS segment until the Closing Date.

Refer to Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for discussion.

Liquidity and Capital Resources

We believe that our level of liquidity sources, which includes cash on hand, available borrowings under our revolving credit facilities and commercial paper program, additional proceeds available under our global asset-backed securitization program and under our uncommitted trade accounts receivable sale programs, cash flows provided by operating activities and access to the capital markets, will be adequate to fund our capital expenditures, the payment of any declared quarterly dividends, any share repurchases under the approved programs, any potential acquisitions, our working capital requirements and our contractual obligations for the next 12 months and beyond. We continue to assess our capital structure and evaluate the merits of redeploying available cash.

Cash and Cash Equivalents

As of ~~February 28,~~November 30, 2023, we had approximately ~~$1.2~~$1.6 billion in cash and cash equivalents, of which a significant portion was held by our foreign subsidiaries. Most of our foreign cash and cash equivalents as of ~~February 28,~~November 30, 2023 could be repatriated to the United States without potential tax expense.

Notes Payable and Credit Facilities

Following is a summary of principal debt payments and debt issuance for our notes payable and credit facilities:


(in millions)	(in millions)	4.900% Senior Notes		3.950% Senior Notes		3.600% Senior Notes		3.000% Senior Notes		1.700% Senior Notes		4.250% Senior Notes		Borrowings under revolving credit facilities(1)(2)		Borrowings under loans		Total notes payable and credit facilities		(in millions)	3.950% Senior Notes		3.600% Senior Notes		3.000% Senior Notes		1.700% Senior Notes		4.250% Senior Notes		5.450% Senior Notes		Borrowings under revolving credit facilities(1)		Borrowings under loans		Total notes payable and credit facilities
Balance as of August 31, 2022		$	300	$	497	$	496	$	592	$	497	$	493	$	—	$	—	$	2,875
Balance as of August 31, 2023																				Balance as of August 31, 2023	$	497	$	496	$	593	$	498	$	495	$	296	$	—	$	—	$	2,875
Borrowings	Borrowings	—		—		—		—		—		—		2,021		—		2,021		Borrowings	—		—		—		—		—		—		395		—		395
Payments	Payments	—		—		—		—		—		—		(1,998)		—		(1,998)		Payments	—		—		—		—		—		—		(395)		—		(395)
Other	Other	—		—		—		1		—		1		—		—		2		Other	—		1		—		—		—		—		—		—		1
Balance as of February 28, 2023		$	300	$	497	$	496	$	593	$	497	$	494	$	23	$	—	$	2,900
Balance as of November 30, 2023																				Balance as of November 30, 2023	$	497	$	497	$	593	$	498	$	495	$	296	$	—	$	—	$	2,876
Maturity Date	Maturity Date	Jul 14, 2023		Jan 12, 2028		Jan 15, 2030		Jan 15, 2031		Apr 15, 2026		May 15, 2027		Jan 22, 2025 and Jan 22, 2027		Jul 31, 2026				Maturity Date	Jan 12, 2028		Jan 15, 2030		Jan 15, 2031		Apr 15, 2026		May 15, 2027		Feb 1, 2029		Jan 22, 2025 and Jan 22, 2027		Jul 31, 2026
Original Facility/ Maximum Capacity~~(2)~~(1)	Original Facility/ Maximum Capacity~~(2)~~(1)	$300 million		$500 million		$500 million		$600 million		$500 million		$500 million		$3.8 billion(2)		$1 million				Original Facility/ Maximum Capacity~~(2)~~(1)	$500 million		$500 million		$600 million		$500 million		$500 million		$300 million		$3.8 billion(1)		$1 million

(1)On February 10, 2023, we entered into an amendment (the “Amendment”) to our 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 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.

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~~(2)~~As of ~~February 28,~~November 30, 2023, we had $3.8 billion in available unused borrowing capacity under our revolving credit facilities. The ~~Credit Facility~~senior unsecured credit agreement dated as of January 22, 2020 and amended on February 10, 2023 (the “Credit Facility”) acts as the back-up facility for commercial paper outstanding, if any. We have a borrowing capacity

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of up to $3.2 billion under our commercial paper program. Commercial paper borrowings with an original maturity of 90 days or less are recorded net within the Condensed Consolidated Statements of Cash Flows, and have been excluded from the table above.

We have a shelf registration statement with the SEC registering the potential sale of an indeterminate amount of debt and equity securities in the future to augment our liquidity and capital resources.

Our Senior Notes and our credit facilities contain various financial and nonfinancial covenants. A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the notes payable and credit facilities and potentially causing acceleration of amounts due under these notes payable and credit facilities. As of ~~February 28,~~November 30, 2023 and August 31, ~~2022,~~2023, we were in compliance with our debt covenants. Refer to Note 54 – “Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements for further details.

Global Asset-Backed Securitization Program

We continue servicing the receivables sold and in exchange receive a servicing fee under the global asset-backed securitization program. Servicing fees related to the global asset-backed securitization program recognized during the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023 and 2022 were not material. We do not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as we estimate that the fee we receive 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 our 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 ~~February 28,~~November 30, 2023.

The global asset-backed securitization program expires on November 25, 2024 and the maximum amount of net cash proceeds available at any one time is $600 million. During the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023, we sold $1.0 billion ~~and $2.1 billion, respectively,~~ of trade accounts receivable and we received cash proceeds of $1.0 ~~billion and $2.0 billion, respectively.~~billion. As of ~~February 28,~~November 30, 2023, we had no available liquidity under our global asset-backed securitization program.

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 ~~February 28,~~November 30, 2023 and August 31, ~~2022,~~2023, we were in compliance with all covenants under our global asset-backed securitization program. Refer to Note 65 – “Asset-Backed Securitization Program” to the Condensed Consolidated Financial Statements for further details on the program.

Trade Accounts Receivable Sale Programs

As of ~~February 28,~~November 30, 2023, we may elect to sell receivables and the unaffiliated ~~financial~~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 ~~$2.1~~$2.3 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of ~~400~~100 million ~~CNY~~CHF under one trade accounts receivable sale program, and (iii) maximum amount available of ~~100 million CHF~~8.1 billion INR under one trade accounts receivable sale program. The trade accounts receivable sale programs either expire on various dates through ~~2025.~~2028 or do not have expiration dates and may be terminated upon election of the Company or the unaffiliated financial institutions.

During the three months ~~and six months~~ ended ~~February 28,~~November 30, 2023, we sold ~~$2.9~~$2.0 billion ~~and $6.5 billion, respectively,~~ of trade accounts receivable under these programs and we received cash proceeds of ~~$2.9 billion and $6.4 billion, respectively.~~$2.0 billion. As of ~~February 28,~~November 30, 2023, we had up to ~~$1.3~~$1.4 billion in available liquidity under our trade accounts receivable sale programs.

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Cash Flows

The following table sets forth selected consolidated cash flow information (in millions):


		Six months ended					Three months ended
		February 28, 2023		February 28, 2022			November 30, 2023		November 30, 2022
Net cash provided by operating activities	Net cash provided by operating activities	$	580	$	200	Net cash provided by operating activities	$	448	$	166
Net cash used in investing activities	Net cash used in investing activities	(484)		(292)		Net cash used in investing activities	(75)		(176)
Net cash used in financing activities	Net cash used in financing activities	(371)		(381)		Net cash used in financing activities	(620)		(241)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(3)		(1)		Effect of exchange rate changes on cash and cash equivalents	(7)		(10)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	$	(278)	$	(474)	Net decrease in cash and cash equivalents	$	(254)	$	(261)

Operating Activities

Net cash provided by operating activities during the ~~six~~three months ended ~~February 28,~~November 30, 2023, was primarily due to ~~non-cash expenses and net income and~~ a decrease in ~~accounts receivable,~~non-cash expenses, net income, inventories, and an increase in accounts payable, accrued expenses and other ~~liabilities, contract assets. These decreases were~~liabilities. Net cash provided by operating activities was partially offset by an increase in ~~inventories and~~accounts receivable, in prepaid expenses and other current assets, and in contract assets. The decrease in ~~accounts receivable~~inventories is primarily ~~driven by~~due to higher consumption of inventory to support sales during the ~~timing of collections.~~quarter and improved working capital management. The ~~decrease~~increase in accounts payable, accrued expenses and other liabilities is primarily due to the timing of purchases and cash payments. The ~~decrease~~increase in ~~contract assets~~accounts receivable is primarily ~~due to~~driven by the timing of revenue recognition for over time customers. The increase in inventories is primarily due to higher raw material balances related to supply chain constraints, particularly in the automotive supply chain.collections. The increase in prepaid expenses and other current assets is primarily due to the timing of payments. The increase in contract assets is primarily due to timing of revenue recognition for the over time customers.

Investing Activities

Net cash used in investing activities during the ~~six~~three months ended ~~February 28,~~November 30, 2023 consisted primarily of capital expenditures, principally to support ongoing business in the DMS and EMS segments and the acquisition of ProcureAbility, partially offset by proceeds from the planned divestiture of our mobility business and proceeds and advances from the sale of property, plant and equipment.

Financing Activities

Net cash used in financing activities during the ~~six~~three months ended ~~February 28,~~November 30, 2023 was primarily due to (i) ~~payments for debt agreements, (ii)~~ the repurchase of our common stock under our share repurchase authorization, (ii) payments for debt agreements (iii) ~~the purchase of~~ treasury stock ~~under employee~~minimum tax withholding related to vesting of restricted stock, ~~plans,~~ and (iv) dividend payments. Net cash used in financing activities was partially offset by borrowings under debt agreements.

Capital Expenditures

For Fiscal Year ~~2023,~~2024, we anticipate our net capital expenditures ~~will~~to be ~~approximately $875 million.~~in the range of 2.2 percent to 2.5 percent of net revenue. Upon closing of the Company’s sale of its mobility business, we anticipate our longer-term net capital expenditures to be in the range of 2.0 to 2.3 percent of net revenue. In general, our capital expenditures support ongoing maintenance in our DMS and EMS segments and investments in capabilities and targeted end markets. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things.

Dividends and Share Repurchases

We currently expect to continue to declare and pay regular quarterly dividends of an amount similar to our past declarations. However, the declaration and payment of future dividends are discretionary and will be subject to determination by our Board of Directors each quarter following its review of our financial performance and global economic conditions.

In July 2021, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of our 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 ~~remains~~remained under the 2022 Share Repurchase Program.

In September 2022, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of ~~the Company’s~~our common stock (the “2023 Share Repurchase Program”). As of ~~February 28,~~August 31, 2023, ~~0.3~~2.7 million shares had been repurchased for ~~$25~~$224 million, excluding excise tax. In September 2023, the Board of Directors amended and ~~$975 million remains available under~~increased the 2023 Share Repurchase ~~Program.~~Program to allow for the repurchase of up to $2.5 billion of our common stock. As part of the 2023 Share Repurchase Program, we entered into an accelerated share repurchase (“ASR”) agreement with a bank in September 2023 to repurchase $500 million

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of our 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 our common stock during the term of the agreement. As of November 30, 2023, 3.9 million shares had been repurchased for $500 million, excluding excise tax, and $2.0 billion remains available under the 2023 Share Repurchase Program approved in September 2023.

Contractual Obligations

As of the date of this report, ~~other than the new operating and finance leases, (see Note 4 – “Leases” to the Condensed Consolidated Financial Statements),~~ there were no material changes outside the ordinary course of business, since August 31, ~~2022,~~2023, to our contractual obligations and commitments and the related cash requirements.


Item 3.			Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022.~~2023.


Item 4.			Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of ~~February 28,~~November 30, 2023. Based on the Evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

For our fiscal quarter ended ~~February 28,~~November 30, 2023, we did not identify any modifications to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION


Item 1.			Legal Proceedings

See the discussion in Note 17 - “Commitments and Contingencies” to the Condensed Consolidated Financial Statements.


Item 1A.			Risk Factors

For information regarding risk factors that could affect our business, results of operations, financial condition or future results, see Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022.~~2023. For further information on our forward-looking statements see Part I of this Quarterly Report on Form 10-Q.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three months ended ~~February 28,~~November 30, 2023:

Period
Total Number
of Shares
Purchased(1)
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Programs(2)(3)
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Programs (in millions)(2)(3)
December 1, 2022 - December 31, 2022 957,704 $ 70.30 957,593 $ 1,035
January 1, 2023 - January 31, 2023 407,990 $ 71.90 360,859 $ 1,009
February 1, 2023 - February 28, 2023 405,292 $ 82.33 405,292 $ 975
Total 1,770,986 $ 73.42 1,723,744


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program(2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)(2)
September 1, 2023 – September 30, 2023	—	$	—	—	$	2,500
October 1, 2023 – October 31, 2023	3,875,386	$	128.39	3,349,358	$	2,000
November 1, 2023 – November 30, 2023	538,380	$	128.61	538,380	$	2,000
Total	4,413,766	$	128.42	3,887,738

(1)The purchases include amounts that are attributable to ~~47,242~~526,028 shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards, their tax withholding obligations.

(2)In July 2021, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on July 23, 2021 (the “2022 Share Repurchase Program”). No authorization remains under the 2022 Share Repurchase Program as of February 28, 2023.

~~(3)~~In September 2022, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on September 27, 2022 (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, our Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of our common stock as publicly announced in a press release on September 28, 2023. As part of the 2023 Share Repurchase Program, we entered into an accelerated share repurchase (“ASR”) agreement with a bank in September 2023 to repurchase $500 million of our 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 our common stock during the term of the agreement.


Item 3.			Defaults Upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

Not applicable.


Item 5.			Other Information

~~None.~~During the three months ended November 30, 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.

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Item 6.			Exhibits

Index to Exhibits

Incorporated by Reference Herein

Exhibit No.

Description

Form

Exhibit

Filing Date/Period End Date

Exhibit No.

Description

Form

Exhibit

Filing Date/Period End Date

3.1

Registrant’s Certificate of Incorporation, as amended.

10-Q

3.1

5/31/2017

3.1

Registrant’s Certificate of Incorporation, as amended.

10-Q

3.1

5/31/2017

3.2

Registrant’s Bylaws, as amended.

10-Q

3.2

8/31/2022

3.2

Registrant’s Bylaws, as amended.

10-K

3.2

8/31/2022

4.1

Form of Certificate for Shares of the Registrant’s Common Stock. (P)

S-1

3/17/1993

4.1

Form of Certificate for Shares of the Registrant’s Common Stock. (P)

S-1

3/17/1993

4.2

Indenture, dated January 16, 2008, with respect to Senior Debt Securities of the Registrant, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee.

8-K

4.2

1/17/2008

4.2

8-K

4.2

1/17/2008

4.3

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

8-K

4.1

5/4/2022

4.3

Form of 5.450% Senior Notes due 2029 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.5).

8-K

4.1

4/13/2023

4.4

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

8-K

4.1

1/17/2018

4.4

Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.6).

8-K

4.1

5/4/2022

4.5

Officers’ Certificate, dated as of January 15, 2020, establishing the 3.600% Senior Notes due 2030.

8-K

4.1

1/15/2020

4.5

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

8-K

4.1

4/13/2023

4.6

Officers’ Certificate, dated as of July 13, 2020, establishing the 3.000% Senior Notes due 2031.

8-K

4.1

7/13/2020

4.6

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

8-K

4.1

5/4/2022

4.7

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

8-K

4.1

4/14/2021

4.7

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

8-K

4.1

4/14/2021

4.8

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

8-K

4.1

5/4/2022

4.8

Officers’ Certificate, dated as of July 13, 2020, establishing the 3.000% Senior Notes due 2031.

8-K

4.1

7/13/2020

10.1

Amendment No. 2 to Credit Agreement dated as of February 10, 2023 among Jabil Inc.; the lenders named therein; Citibank, N.A., as administrative agent; Sumitomo Mitsui Banking Corporation and Citibank, N.A., as sustainability agents; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as co-syndication agents; BNP Paribas, Credit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as documentation agents; and Citibank, N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc., BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as joint lead arrangers and joint bookrunners.

8-K

10.1

2/13/2023

4.9

Officers’ Certificate, dated as of January 15, 2020, establishing the 3.600% Senior Notes due 2030.

8-K

4.1

1/15/2020

4.10

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

8-K

4.1

1/17/2018

10.1†* **

Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).

10.2†* **

Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).

10.3†*

Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Executive).

10.4†*

Form of Jabil Inc. Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Executive).

10.5†*

Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).

10.6†*

Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-Cash-Settled-NON-Employee Director).

31.1*

Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.

31.1*

Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.

31.2*

Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.

31.2*

Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.

32.1*

Section 1350 Certification by the Chief Executive Officer.

32.1*

Section 1350 Certification by the Chief Executive Officer.

32.2*

Section 1350 Certification by the Chief Financial Officer.

32.2*

Section 1350 Certification by the Chief Financial Officer.

101

The following financial information from Jabil’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of February 28, 2023 and August 31, 2022, (ii) Condensed Consolidated Statements of Operations for the three months and six months ended February 28, 2023 and 2022, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended February 28, 2023 and 2022, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months and six months ended February 28, 2023 and 2022, (v) Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2023 and 2022, and (vi) the Notes to Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (Embedded within the inline XBRL Document in Exhibit 101).

Filed or furnished herewith

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101

The following financial information from Jabil’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of November 30, 2023 and August 31, 2023, (ii) Condensed Consolidated Statements of Operations for the three months ended November 30, 2023 and 2022, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended November 30, 2023 and 2022, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended November 30, 2023 and 2022, (v) Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2023 and 2022, and (vi) the Notes to Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (Embedded within the inline XBRL Document in Exhibit 101).

†

Indicates management compensatory plan, contract or arrangement

Filed or furnished herewith

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Jabil agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.

Certain instruments with respect to long-term debt of the Registrant 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 Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	JABIL INC. Registrant

Date: ~~April 5, 2023~~January 9, 2024	By:	/s/ MK~~ARK~~ENNETH ~~T. M~~S. W~~ONDELLO~~ILSON
		~~Mark T. Mondello~~Kenneth S. Wilson Chief Executive Officer

Date: ~~April 5, 2023~~January 9, 2024	By:	/s/ MICHAEL DASTOOR
		Michael Dastoor Chief Financial Officer

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	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Operating lease obligations(1)	$	70	$	19	$	29	$	17	$	5
Finance lease obligations(1)	$	75	$	45	$	30	$	—	$	—