We regard certain aspects of our technology, design, production and product management services as proprietary intellectual property. To protect our trade secrets, manufacturing know-how and other proprietary rights, we rely largely upon a combination of intellectual property laws, non-disclosure agreements with our customers, employees, and suppliers and our internal security systems, policies and procedures. We currently have a relatively modest number of patents for various innovations. We believe that our research and design activities, along with developments relating thereto, may result in growth of our patent portfolio and its importance to us, particularly as we expand our business activities. Other factors significant to our proprietary rights include the knowledge and experience of our management and workforce and our ability to develop, enhance and market our technology and services.

We act in accordance with our Code of Conduct to create an environment free from discrimination or harassment globally and respect the human rights of our employees. Moreover, we strive to achieve an inclusive and equitable workplace where opportunities for success are created and available for all employees. To achieve this, we provide training to our leaders on unconscious bias, and in fiscal year 2022, we deployed additional diversity, equity and inclusion (DEI) learning with input from our DEI Council, which includes management and nonmanagement members.

Jabil is committed to being a place where everyone is psychologically and physically safe to be authentically themselves. With our enterprise-wide priorities of mitigating bias, inclusive leadership and diverse talent development, we are committed to creating a culture of belonging.

In fiscal year 2022, we launched multiple new initiatives to support a more diverse, equitable and inclusive workplace for all. We launched a Transgender Inclusive Workplace campaign, which included transgender guidelines; a sample plan for employees, their managers and human resources; a self-paced learning on LGBTQ+; and content regarding gender pronoun usage internally.

We are proud of being a top scorer for Disability:IN's Disability Equality Index in 2022, the second year in a row. Sites around the world have increased their disability inclusion efforts, including teams who have provided sign language courses for employees, conducted assessments on their facilities for accessibility and partnered with nonprofits in their communities to recruit people with disabilities.

We have also made a commitment to serve our communities, and in September 2021 we pledged to complete one million volunteer hours in 2022. As of August 31, 2022, Jabil employees and sites have volunteered approximately 500,000 hours in their local communities to help make a difference in the areas of education, empowerment and the environment.

In June 2022, Jabil’s multi-year partnership with the Special Olympics USA Games culminated in more than 200 employees volunteering their time throughout the week of the games. These efforts, combined with the efforts of Jabil experts (in areas of IT, procurement, logistics and sustainability) who worked behind the scenes with the Special Olympics over a two year period, helped to make the USA Games a success.

Executive officers are appointed by the Board of Directors and serve at the discretion of the Board. There are no family relationships among our executive officers and directors. There are no arrangements or understandings between any of our executive officers and any other persons pursuant to which any of such executive officers were selected. Below is a list of our executive officers:

Most of our customers do not commit to firm production schedules for more than one quarter. We make significant decisions, including determining the levels of business that we will seek and accept, production schedules and locations, component procurement commitments, personnel needs and other resource requirements, based on our estimate of customer requirements. Our inability to forecast the level of customer orders with certainty makes it difficult to schedule production and maximize utilization of our manufacturing ~~capacity. In the past, we have been required to increase staffing~~capacity and ~~other expenses~~supply chain capabilities.

Many factors outside of our control impact our customers and their ordering behavior, including global pandemics, recession in ~~order to meet the anticipated demand. On occasion, customers may require rapid increases in production~~end markets, changing technology and industry standards, commercial acceptance for ~~one or more~~products and shifting market demand, product obsolescence, and loss of ~~their products or relocate our manufacturing operations or transfer manufacturing from one facility to another, which can stress our resources and reduce operating margins.~~

business. Customers have canceled their orders, changed production quantities or designs, delayed production, changed their sourcing strategy and terminated their relationships with us. We cannot assure you that present or future customers will not terminate their service arrangements with us or significantly change, reduce, cancel or delay the amount of services ordered. Such changes, delays and cancellations have led to, and may lead in the future to a decline in our production and our possession of excess or obsolete inventory that we may not be able to sell to customers or third parties. This may result in write downs of inventories, a reduction in the number of products that we sell, delays in payment for inventory that we purchased, and reductions in the use of our manufacturing facilities. As many of our costs and operating expenses are relatively fixed, a reduction in customer demand, particularly a reduction in demand for a product that represents a significant amount of ~~our~~ revenue, can harm our gross profit margins and results of operations.

In the past, we have also been required to increase staffing and other expenses in order to meet anticipated demand. On occasion, customers have required rapid increases in production for one or more of their products or requested that we relocate our manufacturing operations or transfer manufacturing from one facility to another, which stresses our resources and may reduce operating margins.

Our business at times experiences periods of rapid growth which can place considerable demands upon our management team and our operational, financial and management information systems. Our ability to manage growth effectively requires us to continue to implement and improve these systems; avoid cost overruns; maintain customer, supplier and other favorable business relationships during transition periods; efficiently and effectively dedicate resources to existing customers as well as new projects; acquire or construct additional facilities; occasionally transfer operations to different facilities; acquire equipment in anticipation of demand; procure materials and components; continue to develop the management skills of our managers and supervisors; adapt relatively quickly to new markets or technologies and continue to hire, train, motivate and manage our employees. Our failure to effectively manage growth, as well as our failure to realize the anticipated benefits of the actions we take to try to manage our growth, could have a material adverse effect on our results of operations.

In addition, we sometimes experience difficulty forecasting the timing of our receipt of ~~revenue and earnings~~payment from customers. The necessary process to begin manufacturing can be lengthy. Because we may make capital expenditures during this ramping-up process and do not receive ~~revenue~~payment until after we produce and ship the customer’s products, any delays or unanticipated costs in the ramping-up process may have a significant adverse effect on our cash flows and our results of ~~operations~~operations. Servicing our largest customers may also require us to increase our capital expenditures.

COVID-19 continues to spread across the globe and is impacting worldwide economic activity, including our global manufacturing production sites. Public and private sector policies and initiatives to reduce the transmission of COVID-19, including travel restrictions and quarantines, have and are impacting our operations, including affecting the ability of our employees to get to our facilities, reducing capacity utilization levels, causing certain facility or intermittent business closures, and interrupting the movement or increasing the cost of moving components and products through our supply chain. If additional factory closures are required or reductions in capacity utilization levels occur, we expect to incur additional direct costs and lost revenue.

Our suppliers have experienced facility closures or reductions in their capacity utilization levels, which in some cases are ongoing. Our suppliers may experience closures or reductions again in the future. When this occurs we have and may in the future again have difficulty sourcing materials necessary to fulfill production requirements which could lead to higher material and freight costs.

COVID-19 has also impacted our customers and creates unpredictable reductions or increases in demand for our manufacturing services.

Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work has been, and may again be significantly impacted by individuals contracting or being exposed to COVID-19. While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures are not always successful and we have been required to temporarily close facilities or take other measures. In addition, responding to the continuing pandemic diverts management’s attention from our key strategic priorities, and may cause us to reduce, delay, alter or abandon initiatives that may otherwise increase our long-term value or otherwise disrupt our business operations. While we are staying in close communication with our sites, employees, customers, suppliers and logistics partners and acting to mitigate the impact of this dynamic and evolving situation, the duration and extent of the effect of COVID-19 on Jabil is not determinable. We believe COVID-19 has had, and may in the future again have, a material and adverse impact on our consolidated financial position, results of operations and cash flows. In addition, the impact of the COVID-19 pandemic could exacerbate the other risks we face.

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 and upon their continued existence, growth, viability and financial stability. See “Business – The Company.” In some instances, particular manufacturing services we provide for a customer represent a significant portion of the overall revenue we receive from that customer. As a result of this concentration, a reduction in business from one or more of our largest customers could have a material adverse effect on our results of operations. In addition, if one or more of our significant customers were to become insolvent or otherwise become unable to pay us on a timely basis, or at all, our operating results and financial condition could be adversely affected.

Strategic and efficient component and materials purchasing is an aspect of our strategy. Inflation rates have increased and may continue to rise. Our suppliers have raised their prices and may continue to raise prices. When prices rise, they impact our margins and results of operations if we are not able to pass the increases through to our customers or otherwise offset them. Most of our significant long-term customer contracts permit quarterly or other periodic prospective adjustments to pricing based on decreases and increases in component prices and other factors; however, we could bear the risk of component price increases that occur between any such re-pricings or, if such re-pricing is not permitted, during the balance of the term of the particular customer contract. There can be no assurance that we will continue to be able to purchase the components and materials needed to manufacture customer products at favorable prices. Accordingly, certain component price increases could adversely affect our gross profit margins and results of operations.

Some of the products we manufacture require one or more components that are only available from a single source. Some of these components are subject to supply shortages from time to time. In some cases, supply shortages will substantially curtail production of all assemblies using a particular component. A supply shortage can also increase our cost of goods sold if we have to pay higher prices for components in limited supply, or cause us to have to redesign or reconfigure products to accommodate a substitute component. In the past there have been industry wide conditions, natural disasters and global events that have caused material and component shortages and shortages from the COVID-19 pandemic are ongoing. In fiscal year 2022, our supply chain was impacted by component shortages, most notably in the semiconductor industry. Our production of a customer’s product has and could again be negatively impacted by any quality, reliability or availability issues with any of our component suppliers. The financial condition of our suppliers could affect their ability to supply us with components and their ability to satisfy any warranty obligations they may have, which could have a material adverse effect on our results of operations.

If a component shortage is threatened or anticipated, we may purchase such components early to avoid a delay or interruption in our operations. Purchasing components early may cause us to incur additional inventory carrying costs and may cause us to experience inventory obsolescence, both of which may not be recoverable from our customers and could adversely affect our

gross profit margins and results of operations. A component shortage will require us to look to second tier vendors or to procure components through brokers. These components may be of lesser quality than those we have historically purchased and could cause us to incur costs to bring such components up to our quality levels or to replace defective ones. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business – Components Procurement.”

Customer relationships with emerging companies present special risks because we do not have an extensive product or customer relationship history. There is less demonstration of market acceptance of their products making it harder for us to anticipate requirements than with established customers. Our credit risk on these customers, especially in trade accounts receivable and inventories, and the risk that these customers will be unable to fulfill indemnification obligations to us are potentially increased. We sometimes offer these customers extended payment terms, loans and other support and financial accommodations which ~~may increase~~increases our financial ~~exposure.~~

exposure and has impacted our financial results in the past.

If we are unable to offer technologically advanced, cost effective, quick response manufacturing services that are differentiated from our competition and adapt those services as our customers’ requirements change, demand for our services will decline.

The introduction of new business models or programs requiring implementation or development of new competencies, such as new process technology within our operations and our independent development of new products or services, ~~for customers,~~ presents challenges in addition to opportunities. The success of new business models or programs depends on a number of factors including, but not limited to, a sufficient understanding of the new business or markets, timely and successful product development (by us and/or our customer), market acceptance, our ability to manage the risks associated with new business models or programs and new product production ramp-up, the effective management of purchase commitments and inventory levels in line with anticipated product demand, our development or acquisition of appropriate intellectual property, the availability of supplies in adequate quantities and at appropriate costs to meet anticipated demand, and the risk that new products may have quality or other defects in the early stages of introduction. Accordingly, we cannot determine in advance the ultimate result of new business models or programs.

As a result, we must make long-term investments, develop or obtain appropriate intellectual property and commit significant resources before knowing whether our assumptions will accurately reflect customer ~~demand for our services.~~demand. After the development of a new business model, program, product or ~~program,~~service, we typically must be able to manufacture appropriate volumes quickly and at low cost. To accomplish this, we endeavor to accurately forecast volumes, mixes of products and ~~configurations that meet customer requirements;~~configurations; however, we ~~may~~do not always succeed at doing so.

Our business is highly competitive and our manufacturing processes are generally not subject to significant proprietary protection. We compete against numerous domestic and foreign electronic manufacturers, manufacturing service providers, design providers and ~~design providers. Past consolidation in our industry has resulted in larger and more geographically diverse competitors who have significant combined resources.~~others. The significant purchasing power and market power of these competitors, many of which are large companies, could increase pricing and competitive pressures for us. Most of our competitors have international operations and significant financial resources and some have substantially greater manufacturing, research and development (R&D) and marketing resources. These competitors may:

We also face competition from the manufacturing operations of our current and potential customers, who are continually evaluating the merits of manufacturing products internally against the advantages of outsourcing. In the past, some of our customers moved a portion of their manufacturing from us in order to more fully utilize their excess internal manufacturing capacity.

The actions of competitors and current and potential customers have and could cause a decline in our sales and/or compression of our profits.

We rely on a variety of common carriers across the globe to transport our materials from our suppliers and to our customers. Problems suffered by any of these common carriers, including natural disaster, pandemic, labor problems, increased energy prices, or criminal activity, could result in shipping delays for products or materials, increased costs or other supply chain disruptions, and could therefore have a negative impact on our ability to receive products from suppliers and deliver products to customers, resulting in a material adverse effect on our operations.

Many of the markets for our manufacturing and engineering services are characterized by rapidly changing technology and evolving process development. The continued success of our business will depend upon our ability to:

Although we ~~believe that our operations~~ use the assembly and testing technologies, equipment and processes that are currently required by our customers, we cannot be certain that we will be able to maintain or develop the capabilities required by our customers in the future. The emergence of new technology, industry standards or customer requirements may render our equipment, inventory or processes obsolete or noncompetitive. The acquisition and implementation of new technologies and equipment and the offering of new or additional services to our customers may require significant expense or capital investment, which could reduce our operating margins and our operating results. In facilities that we newly establish or acquire, we may not be able to insert or maintain our engineering, technological and manufacturing process expertise. Our failure to anticipate and adapt to our customers’ changing technological needs and requirements or to hire sufficient personnel to maintain our engineering, technological and manufacturing expertise could have a material adverse effect on our results of operations.

Our success depends to a large extent upon the continued services of our officers, managers and skilled personnel. These employees are not generally bound by employment or non-competition agreements, and we cannot assure you that we will retain them. To aid in managing our growth and strengthening our pool of management and skilled personnel, we will need to internally develop, recruit and retain skilled management personnel. If we are not able to do so, our business and our ability to continue to grow could be harmed.

We depend on a limited number of suppliers for components that are critical to our manufacturing processes. A shortage of these components or an increase in their price could interrupt our operations and reduce our profit, increase our inventory carrying costs, increase our risk of exposure to inventory obsolescence and cause us to purchase components of a lesser quality.

Most of our significant long-term customer contracts permit quarterly or other periodic adjustments to pricing based on decreases and increases in component prices and other factors; however, we typically bear the risk of component price increases that occur between any such re-pricings or, if such re-pricing is not permitted, during the balance of the term of the particular customer contract. Accordingly, certain component price increases could adversely affect our gross profit margins and results of operations.

Almost all of the products we manufacture require one or more components that are only available from a single source. Some of these components are subject to supply shortages from time to time. In some cases, supply shortages will substantially curtail production of all assemblies using a particular component. A supply shortage can also increase our cost of goods sold if we have to pay higher prices for components in limited supply, or cause us to have to redesign or reconfigure products to accommodate a substitute component. In the past there have been industry wide conditions, natural disasters and global events that have caused material shortages. Our production of a customer’s product could be negatively impacted by any quality, reliability or availability issues with any of our component suppliers. The financial condition of our suppliers could affect their ability to supply us with components and their ability to satisfy any warranty obligations they may have, which could have a material adverse effect on our results of operations.

If a component shortage is threatened or anticipated, we may purchase such components early to avoid a delay or interruption in our operations. Purchasing components early may cause us to incur additional inventory carrying costs and may cause us to experience inventory obsolescence, both of which may not be recoverable from our customers and could adversely affect our gross profit margins and net income. A component shortage may also require us to look to second tier vendors or to procure components through brokers with whom we are not familiar. These components may be of lesser quality than those we have historically purchased and could cause us to incur costs to bring such components up to our quality levels or to replace defective ones. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business – Components Procurement.”

Our international operations are subject to a number of risks, including:

In particular, a significant portion of our manufacturing, design, support and storage operations are conducted in our facilities in China, and revenues associated with our China operations are important to our success. Therefore, our business, financial condition and results of operations may be materially adversely affected by economic, political, legal, regulatory, competitive, infrastructure and other factors in China. International trade disputes or political differences with China could result in tariffs and other measures that could adversely affect the Company’s business. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement and control over economic growth. In addition, our operations in China are governed by Chinese laws, rules and regulations, some of which are relatively new. The Chinese legal system continues to rapidly evolve, which may result in uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations that could have a material adverse effect on our business. China experiences high turnover of direct labor in the manufacturing sector due to the intensely competitive and fluid market for labor, and the retention of adequate labor is a challenge. If our labor turnover rates are higher than we expect, or we otherwise fail to adequately manage our labor needs, then our business and results of operations could be adversely affected. We are also subject to risks associated with our subsidiaries organized in China. For example, regulatory and registration requirements and government approvals affect the financing that we can provide to our subsidiaries. If we fail to receive required registrations and approvals to fund our subsidiaries organized in China, ~~subsidiaries,~~ or if our ability to remit currency out of China is limited, then our business and liquidity could be adversely affected.

These factors may harm our results of operations. Also, any measures that we may implement to reduce risks of our international operations may not be effective, may increase our expenses and may require significant management time and effort. Entry into new international markets requires considerable management time as well as start-up expenses related to market, personnel and facilities development before any significant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable.

Although we have implemented policies and procedures designed to cause compliance with the FCPA and similar laws, there can be no assurance that all of our employees and agents, as well as those companies to which we outsource certain of our business operations, will not take actions in violation of our policies which could have a material adverse effect on our operations.

Certain of the components that we use in our manufacturing activities are petroleum-based. In addition, we, along with our suppliers and customers, rely on various energy sources (including oil) in our facilities and transportation activities. An increase in energy prices, which have been volatile historically, or energy shortages or restrictions could cause disruption in our operations and/or increase in our raw material costs and transportation costs. In addition, increased transportation costs of certain of our suppliers and customers could be passed along to us. We may not be able to increase our product prices enough to offset these increased costs. In addition, any increase in our product prices may reduce our future customer orders and profitability.

We have in the past and will continue to seek and complete acquisitions. We cannot assure you that we will be able to successfully integrate the operations and management of our recent acquisitions. Similarly, we cannot assure you that we will be able to identify future strategic acquisitions and adequately conduct due diligence, consummate these potential acquisitions on favorable terms, if at all, or if consummated, successfully integrate the operations and management of future acquisitions. Acquisitions involve significant risks, which could have a material adverse effect on us including:

Although we conduct what we believe to be a prudent level of due diligence regarding the businesses we purchase, in light of the circumstances of each transaction, an unavoidable level of risk remains regarding the actual condition of these businesses. Until we actually assume operating control of such businesses and their assets and operations, we may not be able to ascertain the actual value or understand the potential liabilities of the acquired entities and their operations.

Most of our acquisitions involve operations outside of the U.S., which are subject to various risks including those described in “Risk Factors – We derive a substantial majority of our revenue from our international operations, which may be subject to a number of risks and often require more management time and expense than our domestic operations.”

We have acquired and may continue to pursue the acquisition of manufacturing and supply chain management operations from our customers (or potential customers). In these acquisitions, the divesting company will typically enter into a supply arrangement with the acquirer. Therefore, our competitors often also pursue these acquisitions. In addition, certain divesting companies may choose not to offer to sell their operations to us because of our current supply arrangements with other companies or may require terms and conditions that may impact our profitability. If we are unable to attract and consummate some of these acquisition opportunities at favorable terms, our growth and profitability could be adversely impacted.

We have expanded the primary scope of our acquisitions strategy beyond focusing on acquisition opportunities presented by companies divesting internal manufacturing operations. As we continue to pursue acquisitions that diversify our business into new industry sectors with new customers and services, the amount and scope of the risks associated may extend beyond those that we have traditionally faced in making acquisitions. These risks include greater uncertainties in the financial benefits and potential liabilities associated with this expanded base of acquisitions.

In recent years, we have undertaken initiatives to restructure our business operations with the intention of improving utilization and realizing cost savings. These initiatives have included changing the number and location of our production facilities, largely to align our capacity and infrastructure with current and anticipated customer demand. The process of restructuring entails, among other activities, moving production between facilities, transferring programs from higher cost geographies to lower cost geographies, closing facilities, reducing the level of staff, realigning our business processes and reorganizing our management.

Restructurings could adversely affect us, including a decrease in employee morale, delays encountered in finalizing the scope of, and implementing, the restructurings, failure to achieve targeted cost savings, and failure to meet operational targets and customer requirements due to the restructuring process. These risks are further complicated by our extensive international operations, which subject us to different legal and regulatory requirements that govern the extent and speed of our ability to reduce our manufacturing capacity and workforce.

~~When financial markets experience significant turmoil,~~

We are currently in the counterparties and lenders to our forward foreign exchange contracts, trade accounts receivable securitization and sale programs, unsecured credit and term loan facilities, various foreign subsidiary credit facilities and other debt facilities. These potential negative impacts could limit our ability to borrow under these financing agreements, contracts, facilities and programs or renew or obtain future additional financing. Credit market turmoil could also negatively impactprocess of completing the installation of an enterprise resource planning system in certain of our manufacturing facilities, which will replace the existing planning and financial information systems. Any delay in the implementation of these information systems could result in material adverse consequences, including disruption of operations, loss of information and unanticipated increases in costs.

We rely on information systems, some of which are owned and operated by third parties, to store, process and transmit confidential information, including financial reporting, inventory management, procurement, invoicing and electronic communications, belonging to our customers, our suppliers, our employees and/or us. We attempt to monitor and mitigate our exposure to cybersecurity issues and modify our systems when warranted and we have implemented certain business continuity items including data backups at alternative sites. Nevertheless, these systems are vulnerable to, and at times have suffered from, among other things, damage from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, terrorist attacks, security breaches, phishing, cyberattacks and computer viruses. We regularly face attempts by others to access our information systems in an unauthorized manner, to introduce malicious software to such systems or both. The increased use of mobile technologies and the internet of things can

heighten these and other operational risks. If we, or the third parties who own and operate certain of ~~their respective customers, which~~our information systems, are unable to prevent such breaches, losses of data and outages, our operations could ~~cause them~~be disrupted. Also, the time and funds spent on monitoring and mitigating our exposure and responding to ~~reduce or cancel their orders~~breaches, including the training of employees, the purchase of protective technologies and ~~have a negative effect on~~the hiring of additional employees and consultants to assist in these efforts could adversely affect our ~~results~~financial results. The increasing sophistication of ~~operations.~~

Wecyberattacks requires us to continually evaluate the threat landscape and new technologies and processes intended to detect and prevent these attacks. There can ~~offer~~be no assurance that the security measures and systems configurations we choose to implement will be sufficient to protect the data we manage. Any theft or misuse of information resulting from a security breach could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial ramifications under ~~the uncommitted trade accounts receivable sales programs that if~~certain customer contract provisions) and poor publicity and any of these could adversely affect our financial results. In addition, we ~~attempt~~must comply with increasingly complex regulations intended to ~~sell receivables through such programs~~protect business and personal data in the ~~future~~U.S. and elsewhere. Compliance with these regulations can be costly and any failure to comply could result in legal and reputational risks as well as penalties, fines and damages that ~~we will receive funding from the associated banks, which would require us to utilize other available sources of liquidity, including~~could adversely affect our ~~revolving credit facilities.~~

financial results.

We are subject to extensive government regulation and industry standards relating to the products we design and manufacture as well as how we conduct our business, including regulations and standards relating to labor and employment practices, workplace health and safety, the environment, sourcing and import/export practices, the market sectors we support, privacy and data protection, the regulations that apply to government contracts, and many other facets of our operations. The regulatory climate in the U.S. and other countries has become increasingly complex and fragmented, and regulatory activity has increased in recent periods. Failure or noncompliance with such regulations or standards could have an adverse effect on our reputation, customer relationships, profitability and results of operations.

In addition, we regularly enter into a large number of complex contractual arrangements as well as operate pursuant to the terms of a significant number of ongoing intricate contractual arrangements. Our failure or our customers’ failure to comply with the terms of such arrangements could expose us to claims or other demands and could have an adverse effect on our reputation, customer relationships, profitability and results of operations.

Our customers’ products and the manufacturing processes and design services that we use to produce them often are highly complex. Defects in the products we manufacture or design, whether caused by a design, manufacturing or component failure or error, or deficiencies in our manufacturing processes, have occurred and may result in delayed shipments to customers or reduced or canceled customer orders. If these defects or deficiencies are significant, our business reputation may also be damaged. The failure of the products that we manufacture or of our manufacturing processes or facilities may subject us to regulatory enforcement, fines or penalties and, in some cases, require us to shut down, temporarily halt operations or incur considerable expense to correct a manufacturing process or facility. In addition, these defects have, and may in the future result in liability claims against us, expose us to liability to pay for the recall or remanufacture of a product or adversely affect product sales or our reputation. Even if our customers are responsible for the defects or defective specifications, they may not, or may not have resources to, assume responsibility for any costs or liabilities arising from these defects, which could expose us to additional liability claims. Any of these actions could increase our expenses, reduce our revenue or damage our reputation as a supplier to these customers.

As a ~~manufacturer~~service provider engaged in the business of designing and ~~designer of~~manufacturing medical devices for our customers, we have compliance requirements in addition to those relating to other ~~areas of~~industries we serve within our business. We are required to register with the U.S. Food and Drug Administration (“FDA”) and are subject to periodic inspection by the FDA for compliance with the FDA’s Quality System Regulation (“QSR”) ~~and~~, including current Good Manufacturing Practices ~~(cGMP)~~(cGMPs). This regulation establishes requirements ~~which require~~for manufacturers of medical devices ~~to adhere to certain regulations and~~ to implement design and process manufacturing controls, quality control, labeling, handling and documentation procedures. The FDA, through periodic inspections and ~~product field monitoring, continually reviews~~post-market surveillance, continuously and rigorously monitors compliance with these QSR requirements and other applicable

regulatory requirements. If any FDA inspection reveals noncompliance, and we do not address the FDA’s concerns to its satisfaction, the FDA may elect to take enforcement action against us, including issuing inspection observations or a notice of violation or a warning letter, imposing fines, bringing an action against the Company and its officers, requiring a recall of the products we manufactured, issuing an import detention on products entering the U.S. from an offshore facility or temporarily halting operations at or shutting down a manufacturing facility.

Beyond the FDA, our medical device business is also subject to ~~additional~~applicable state and foreign regulatory requirements. Within the European Union (“EU”), we are required to fulfill certain internationally recognized standards and must undergo periodic inspections to obtain and maintain certifications to these standards. Continued noncompliance to the EU regulations could stop the flow of products into the EU from us or from our customers. In China, the National Medical Products Administration controls and regulates the manufacture and commerce of healthcare products. We must comply with the regulatory laws applicable to medical device manufactures or our ability to manufacture products in China could be impacted. In Japan, the Pharmaceutical Affairs Laws regulate the manufacture and commerce of healthcare products. These regulations also require that subcontractors manufacturing products intended for sale in Japan register with authorities and submit to regulatory audits. Other foreign countries where we operate have similar laws regarding the regulation of medical device manufacturing. In the event of any noncompliance with these requirements, interruption of our operations and/or ability to allow commerce in these markets could occur, which in turn could cause our reputation and business ~~could~~to suffer.

We are subject to a variety of federal, state, local and foreign environmental, health and safety, product stewardship and producer responsibility laws and regulations, including those arising from global pandemics or relating to the use, generation, storage, discharge and disposal of hazardous chemicals used during our manufacturing process, those governing worker health and safety, those requiring design changes, supply chain investigation or conformity assessments and those relating to the recycling or reuse of products we manufacture. If we fail to comply with any present or future regulations or timely obtain any needed permits, we could become subject to liabilities, and we could face fines or penalties, the suspension of production, or prohibitions on sales of products we manufacture. In addition, such regulations could restrict our ability to expand our facilities or could require us to acquire costly equipment, or to incur other significant expenses, including expenses associated with the recall of any non-compliant product or with changes in our operational, procurement and inventory management activities.

Certain environmental laws impose liability for the costs of investigation, removal and remediation of hazardous or toxic substances on an owner, occupier or operator of real estate, or on parties who arranged for hazardous substance treatment or disposal, even if such person or company was unaware of, or not responsible for, contamination at the affected site. Soil and groundwater contamination may have occurred at or near, or may have arisen from, some of our facilities. From time to time we investigate, remediate and monitor soil and groundwater contamination at certain of our operating sites. In certain instances where contamination existed prior to our ownership or occupation of a site, landlords or former owners have retained some contractual responsibility for contamination and remediation. However, failure of such persons to perform those obligations could result in us being required to address such contamination. As a result, we may incur clean-up costs in such potential removal or remediation efforts. In other instances, we may be responsible for clean-up costs and other liabilities, including the possibility of claims due to health risks by both employees and non-employees, as well as other third-party claims in connection with contaminated sites.

In addition, there is an increasing governmental focus around the world on global warming and environmental impact issues, which ~~may result~~has resulted in new environmental, health and safety regulations that may affect us, our suppliers and our customers. This could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers or both incurring additional compliance costs that get passed on to us. These costs may adversely impact our operations and financial condition.

We have limited insurance coverage for potential environmental liabilities associated with current operations and we do not anticipate increasing such coverage in the future.

Our operations expose us to ~~potential claims that products, designs or manufacturing processes we use infringe third party~~ intellectual property ~~rights.~~ rights claims from third parties, some of whom may hold key intellectual property rights in areas in which we operate. Intellectual property clearance or licensing efforts or activities, if any, may be inadequate to anticipate and avoid intellectual property claims. Our customers or suppliers, or their customers or suppliers, could also become subject to intellectual property claims.

Even though many, but not all, of our ~~manufacturing services~~ contracts require ~~our customers~~others to indemnify usJabil for ~~infringement~~intellectual property claims relating to their products, ~~including associated product specifications and~~ designs ~~a particular customer~~or technology, any such party may not, or may not have the resources to, assume responsibility for such claims. ~~In addition, we~~We may be responsible for claims that our ~~manufacturing processes~~services, designs, technologies, products, or components, ~~used in manufacturing~~equipment or

processes we supply or use, infringe, misappropriate or otherwise violate third party intellectual property rights. Providing turnkey design solutions, ~~and design~~designs, technologies, products and other services ~~can~~may expose us to different or greater potential liabilities than those we face providing ~~just~~traditional manufacturing ~~services, including~~services. These liabilities may include an increase in exposure to ~~potential~~ claims that products we design or supply, or processes, materials or components we use, infringe, ~~third party~~misappropriate or otherwise violate third-party intellectual property rights. ~~Infringement~~Customers for our products and services in which we provide significant design or technology contributions sometimes require that we indemnify them against risk of intellectual property claims.

If any intellectual property claims are brought, regardless of their merits, we could be required to expend significant resources in the defense or settlement of such claims, or in the defense or settlement of related indemnification claims. Intellectual property rights claims could subject us to significant liability for damages, potential injunctive action, or hamper our normal operations such as by interfering with the availability of ~~components. Regardless of merits of any such claim, it could be time-consuming and expensive to resolve, and~~components or have a material adverse effect on our results of operations and financial position. In the event of such a claim, we may spend significant amounts of money and effort to develop non-infringing alternatives or obtain and maintain licenses. We may not be successful in developing such alternatives or obtaining and maintaining such licenses on reasonable terms or at all. ~~Our~~We, or suppliers or customers, may be required to or decide to discontinue products ~~that are alleged to be infringing rather than face continued costs of defending infringement claims,~~or services, and such discontinuance may result in a significant decrease in our business and/or could have a material adverse effect on our results of operations and financial position. These risks may be heightened in connection with our customer relationships with emerging companies.

Components we purchase, products we design and/or manufacture and/or services we provide may infringe the intellectual property rights of third parties, some of whom may hold key intellectual property rights in areas in which we operate. Our customers or suppliers could also become subject to infringement claims. Patent clearance or licensing activities, if any, may be inadequate to anticipate and avoid third party claims. Additionally, customers for our services in which we have significant technology contributions, typically require that we indemnify them against the risk of intellectual property infringement. If any claims are brought against our customers, our suppliers or us for such infringement, regardless of their merits, we could be required to expend significant resources in the defense or settlement of such claims, or in the defense or settlement of related indemnification claims. In the event of a claim, we may be required to spend significant amounts of money and effort to develop non-infringing alternatives or obtain and

maintain licenses. We may not be successful in developing such alternatives or obtaining or maintaining such licenses on reasonable terms or at all. We, our suppliers or our customers may be required to or decide to discontinue products which are alleged to be infringing rather than face continued costs of defending the infringement claims, and such discontinuance may result in a significant decrease in our business, and could have a material adverse effect on our results of operations and financial position.

In certain circumstances, we strive to obtain and protect certain intellectual property rights related to solutions, designs, processes and products that we create. We believe that obtaining a significant level of protected proprietary technology may give us a competitive advantage. In addition to selectively relying on patent rights, we rely on unpatented proprietary know-how and trade secrets, and employ various methods, including non-disclosure agreements, with our customers, employees and suppliers and our internal security systems, policies and procedures to protect our know-how and trade secrets. However, we cannot be certain the measures we employ will result in protected intellectual property rights or will result in the prevention of unauthorized use of our technology. If we are unable to obtain and protect intellectual property rights embodied within our solutions, designs, processes and products, this could reduce or eliminate competitive advantages of our proprietary technology, which would harm our business and could have a material adverse effect on our results of operations and financial position.

Even if we take steps to protect certain intellectual property rights, these mechanisms may not afford complete or sufficient protection, and misappropriation or unauthorized use may still occur. Further, there can be no assurance that we will be able to acquire or enforce our patent or other rights, if any, and that others will not independently develop similar know-how and trade secrets, or develop better ~~production methods~~solutions, designs, processes and products than us. We have not historically sought patent protection for many of our proprietary processes, designs or other patentable intellectual property. Further, we may not be able to prevent current ~~and~~or former customers, employees, contractors and other parties from breaching non-disclosure agreements and misappropriating proprietary information. If any of the foregoing occur, it could impair our ability to compete, ~~with others in our industry,~~ result in a significant decrease in our business and/or could have material adverse effect on our results of operations and financial position.

~~Any delay in the implementation of our information systems could disrupt our operations and cause unanticipated increases in our costs.~~

We are currently in the process of completing the installation of an enterprise resource planning system in certain of our manufacturing facilities, which will replace the existing planning and financial information systems. Any delay in the implementation of these information systems could result in material adverse consequences, including disruption of operations, loss of information and unanticipated increases in costs.

~~Disruptions~~

We provide manufacturing services to companies and industries that have in the past, and may in the future, experience financial difficulty. When customers experience financial difficulty, we have difficulty recovering amounts owed to us from these customers, and demand for our products from these customers sometimes declines. Additionally, if our suppliers experience financial difficulty, we could have difficulty sourcing supplies necessary to fulfill production requirements. When one or more of ~~cyberattacks requires~~our customers becomes insolvent or otherwise is unable to pay for the services provided by us on a timely basis, or at all, our operating results and financial condition are adversely affected. Such adverse effects have included and may in the future include one or more of the following: an increase in our provision for doubtful accounts, a charge for inventory writeoffs, an impairment of contract assets, a reduction in revenue, and an increase in our working capital requirements due to higher inventory levels and increases in days our accounts receivable are outstanding. In addition, because we securitize certain of our accounts receivable, our securitization programs could be negatively affected by customer financial difficulty affecting the recovery of a significant amount of receivables.

Credit market turmoil could negatively impact the counterparties and lenders to our forward foreign exchange contracts, trade accounts receivable securitization and sale programs, unsecured credit and term loan facilities, commercial paper program, various foreign subsidiary credit facilities and other debt facilities. These potential negative impacts could limit our ability to borrow under these financing agreements, contracts, facilities and programs or renew or obtain future additional financing. Credit market turmoil could also negatively impact certain of our customers and certain of their respective customers, which could cause them to reduce or cancel their orders and have a negative effect on our results of operations.

We can offer no assurance under the uncommitted trade accounts receivable sales programs that if we attempt to sell receivables through such programs in the future that we will receive funding from the associated banks, which would require us to continually evaluate new technologies and processes intended to detect and prevent these attacks. There can be no assurance that the security measures we choose to implement will be sufficient to protect the data we manage. Finally, any theft or misuseutilize other available sources of information resulting from a security breach could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial ramifications under certain customer contract provisions) and poor publicity and any of these could adversely affectliquidity, including our ~~financial results.~~

revolving credit facilities.

We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which we have assets or conduct activities. Our tax position, however, is subject to review and possible challenge by taxing authorities and to possible changes in law (including adverse changes to the manner in which the U.S. and other countries tax multinational companies or interpret their tax laws). We cannot determine in advance the extent to which some

jurisdictions may assess additional tax or interest and penalties on such additional taxes. In addition, our effective tax rate may be increased by changes in the ~~generation~~mix of ~~higher income in countries with higher tax rates,~~earnings between jurisdictions, changes in the valuation of deferred tax assets and liabilities, changes in our cash management strategies, changes in local tax rates or countries adopting more aggressive interpretations of tax ~~laws.~~

Refer to Note 5 – “Income Taxes” to the Consolidated Financial Statements for details of the field examinations completed by the Internal Revenue Service (“IRS”) of our tax returns for the fiscal years 2012 through 2014 and fiscal years 2009 through 2011 which resulted in proposed adjustments. While we currently believe that the resolution of these issues will not have a material adverse effect on our financial position, results of operationslaws, or ~~cash flows, an unfavorable resolution could have a material adverse effect on our results of operations and financial condition.~~

other legislative changes.

Several countries in which we are located allow for tax incentives to attract and retain business. We have obtained incentives where available and practicable. Our taxes could increase if certain tax incentives are retracted, which could occur if we are unable to satisfy the conditions on which such incentives are based, if they are not renewed upon expiration, or if tax rates applicable to us in such jurisdictions otherwise increase. ~~It is not anticipated that any tax incentives will expire within the next year. However, due~~Due to the possibility of changes in existing tax law and our operations, we are unable to predict how any expirations will impact us in the future. In addition, acquisitions may cause our effective tax rate to increase, depending on the jurisdictions in which the acquired operations are located.

Certain of our subsidiaries provide financing, products and services to, and ~~may~~ undertake certain significant transactions with, other subsidiaries in different jurisdictions. Several jurisdictions in which we operate have tax laws with detailed transfer pricing rules that require that all transactions with non-resident related parties be priced using arm’s length pricing principles, and that contemporaneous documentation must exist to support such pricing. There is a risk that the taxing authorities may not deem our transfer pricing methodology or documentation acceptable. ~~In addition, the~~

The Organization for Economic Cooperation and Development ~~(“OECD”) released guidance related to~~(OECD), along with the G20, issued an inclusive framework in October 2021 on Base Erosion and Profit Shifting ~~(“BEPS”)~~ which may result in legislative changes that could ~~negatively impact our~~reshape international tax rules, including the introduction of a global minimum tax. Our effective tax ~~rate.~~

rate could be adversely impacted if these provisions are adopted. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impacts of any such changes on our tax obligations are uncertain.

Should we desire to consummate significant additional acquisition opportunities, undertake significant additional expansion activities, or make substantial investments in our infrastructure or ~~enter into a stock repurchase program,~~in support of customer opportunities, our capital needs would increase and could ~~possibly~~ result in our need to increase ~~available~~ borrowings under our revolving credit facilities or access public or private debt and equity markets. There can be no assurance, however, that we would be successful in raising additional debt or equity on terms that we would consider acceptable. An increase in the level of our indebtedness, among other things, could:

There can be no assurance that we will be able to meet future debt service obligations.

We pay interest on outstanding borrowings under our revolving credit facilities and certain other long term debt obligations at interest rates that fluctuate based upon changes in various base interest rates. An adverse change in the base rates upon which our interest rates are determined ~~could~~has and may continue to have a material adverse effect on our financial position, results of operations and cash flows. If certain economic or fiscal issues occur, interest rates could rise, which would increase our interest costs and reduce our net income. Also, increased interest rates could make any future fixed interest rate debt obligations more expensive.

Although a significant number of our operations are located outside the United States, the majority of our business is conducted in U.S. dollars. Changes in exchange rates will affect our net revenue, cost of sales, operating margins and net income. We cannot predict the impact of future exchange rate fluctuations. We use financial instruments, primarily forward contracts, to hedge our exposure to exchange rate fluctuations. We believe that our hedging activities enable us to largely protect ourselves from future exchange rate fluctuations. If, however, these hedging activities are not successful, if the counterparties to these hedging activities default on their obligations to us or if we change or reduce these hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange rates. In addition, certain countries in which we operate have adopted, or may adopt, currency controls requiring that local transactions be settled only in local currency. Such controls could require us to hedge larger amounts of local currency than we have in the past.

~~Energy price increases may negatively impact our results of operations.~~

~~Certain of~~

We prepare our financial statements in conformity with U.S. GAAP. These principles are subject to interpretation by the Financial Accounting Standards Board (FASB), the American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in these ~~increased costs. In addition, any increase~~policies can have a significant effect on our reported results and may affect our reporting of transactions that are completed before a change is announced. Changes to those rules or questions as to how we interpret or implement them may have a material adverse effect on our reported financial results or on the way we conduct business. For example, significant changes to revenue recognition rules have been adopted and first applied to us in ~~our product prices may reduce our future customer orders and profitability.~~

fiscal year 2019.

Our operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics or other business disruptions, which could seriously harm our results of operation and increase our costs and expenses. We are susceptible to losses and interruptions caused by hurricanes (including in Florida,

While we manufacture our products in a large number of diversified facilities and maintain insurance covering our facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of one of our key manufacturing facilities due to accident, labor issues, weather conditions, natural disaster or otherwise, whether short- or long-term, could have a material adverse effect on us.

There are no unresolved written comments from the SEC staff regarding our periodic or current reports.

We own or lease facilities located primarily in the ~~countries~~geographies listed below. We believe that our properties are generally in good condition, are well maintained and are generally suitable and adequate to carry out our business at expected capacity for the foreseeable future. The majority of the square footage is active manufacturing space and are reported in both the EMS and DMS operating segments, as both use these properties. Our corporate headquarters is located in St. Petersburg, Florida.

Not applicable.

The performance graph and table show a comparison of cumulative total stockholder return, assuming the reinvestment of dividends, from a $100 investment in the common stock of Jabil over the five-year period ending August 31, ~~2017,~~2022, with the cumulative stockholder return of the (1) S&P MidCap 400 Index and (2) ~~Peer~~peer group ~~that~~which includes Celestica Inc., ~~Catcher Technology Co., Ltd, Flextronics International~~Flex Ltd., Hon-Hai Precision Industry Co. Ltd, Plexus Corp., and Sanmina Corp.

August 31
   2012    2013    2014    2015    2016    2017
Jabil Inc.
   100    102    98    89    99    149
S&P 400 Index – Total Returns
   100    124    152    152    171    192
Peer Group
   100    105    164    144    149    238

The following table provides information relating to our repurchase of common stock during the three months ended August 31, ~~2017:~~

Period
   Total Number
of Shares
Purchased⁽¹⁾    Average Price
Paid per Share    Total Number of
Shares Purchased
as Part of Publicly
Announced Program⁽¹⁾⁽²⁾    Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in thousands)
June 1, 2017 – June 30, 2017
   521,962    $ 29.75    508,000    $ 54,276
July 1, 2017 – July 31, 2017
   1,060,826    $ 29.89    1,051,600    $ 472,854
August 1, 2017 – August 31, 2017
   763,140    $ 30.06    762,772    $ 449,928





Total
   2,345,928    $ 29.91    2,322,372

2022:

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 ~~the automotive~~various industries and transportation, capital equipment, consumer lifestyles and wearable technologies, computing and storage, defense and aerospace, digital home, healthcare, industrial and energy, mobility, networking and telecommunications, packaging, point of sale and printing industries.

end markets. 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.

The following table sets forth, for the ~~fiscal years ended August 31, 2017, 2016 and 2015,~~periods indicated, certain key operating results and other financial information (in ~~thousands,~~millions, except per share data):

   Fiscal Year Ended August 31,
   2017    2016    2015
Net revenue
   $ 19,063,121    $ 18,353,086    $ 17,899,196
Gross profit
   $ 1,545,643    $ 1,527,704    $ 1,503,218
Operating income
   $ 410,230    $ 522,833    $ 555,411
Net income attributable to Jabil Inc.
   $ 129,090    $ 254,095    $ 284,019
Net earnings per share - basic
   $ 0.71    $ 1.33    $ 1.47
Net earnings per share - diluted
   $ 0.69    $ 1.32    $ 1.45

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.

We purchase inventory based on forecasted demand and record inventory at the lower of cost ~~or market.~~and net realizable value. Management regularly assesses inventory valuation based on current and forecasted usage, customer inventory-related contractual obligations and other lower of cost ~~or market~~and net realizable value considerations. If actual market conditions or our customers’ product demands are less favorable than those projected, additional valuation adjustments may be necessary.

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.

Net revenue increased during the fiscal year ended August 31, 2022 compared to the fiscal year ended August 31, 2021. Specifically, the EMS segment net revenue increased 20% due to: (i) a 9% increase in revenues from existing customers within our 5G, wireless and cloud business, (ii) a 5% increase in revenues from existing customers within our digital print and retail business, (iii) a 4% increase in revenues from existing customers within our industrial and capital equipment business and (iv) a 2% increase in revenues from existing customer within our networking and storage business. The DMS segment net revenue increased 9% due to: (i) a 6% increase in revenues from existing customers within our automotive and transportation business, (ii) a 3% increase in revenues from existing customers within our healthcare and packaging businesses and (iii) a 2% increase in revenues from existing customers within our connected devices business. The increase was partially offset by a 2% decrease in revenues from existing customers within our mobility business.

During fiscal year 2023, we expect an additional $500 million in components that we procure and integrate for our cloud business will shift from a purchase and resale model to a customer-controlled consignment service model. 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.

Gross profit as a percentage of net revenue decreased for the fiscal year ended August 31, 2022 compared to the fiscal year ended August 31, 2021, primarily due to product mix.

Selling, general and administrative expenses decreased during the fiscal year ended August 31, 2022 compared to the fiscal year ended August 31, 2021. The decrease is primarily due to (i) a $39 million decrease due to lower salary and salary related expenses and (ii) a $21 million decrease in stock-based compensation expense due to higher anticipated achievement levels for certain performance-based stock awards during the fiscal year ended August 31, 2021 and certain one-time awards granted during the second quarter of fiscal year 2021.

Research and development expenses remained consistent as a percent of net revenue during the fiscal year ended August 31, 2022 compared to the fiscal year ended August 31, 2021.

Amortization of intangibles decreased during the fiscal year ended August 31, 2022 compared to the fiscal year ended August 31, 2021 primarily driven by reduced amortization related to the Nypro trade name.

Following is a summary of our ~~net revenue~~restructuring, severance and related charges:

Loss on debt extinguishment is ~~primarily~~ due to ~~an other than temporary impairment on available for sale securities of $11.5 million, an increase in fees associated with~~ the ~~asset-backed securitization programs and a loss associated with a cost method investment.~~

~~Interest Income.~~ ~~Interest income increased to $12.5 million~~“make-whole” premium incurred during the fiscal year ended August 31, ~~2017, compared to $9.1 million~~2022, for the redemption of the 4.700% Senior Notes due 2022.

The change in (gain) loss on securities during the fiscal year ended August 31, ~~2016~~2022 compared to the fiscal year ended August 31, 2021, is due to ~~increased investments.~~

~~Interest Expense.~~ ~~Interest expense remained relatively consistent at $138.1 million~~cash proceeds received in connection with the sale of an investment during the fiscal year ended August 31, ~~2017, compared to $136.5 million~~2021.

The change in other expense (income) during the fiscal year ended August 31, ~~2016.~~

~~Income Tax Expense.~~ ~~Income tax expense reflects an effective tax rate of 50.4% for~~2022 compared to the fiscal year ended August 31, ~~2017, compared to an effective tax rate of 34.1% for the fiscal year ended August 31, 2016. The increase in the effective tax rate was~~2021, is primarily due ~~to decreased income in jurisdictions with low tax rates and increased losses in jurisdictions with existing valuation allowances, which was partially due~~to: (i) $10 million related to an increase in ~~restructuring expense, and increased income in jurisdictions~~fees associated with ~~high tax rates. This effective tax rate increase was partially offset by an income tax benefit~~higher utilization of ~~$27.5~~the trade accounts receivable sales programs, (ii) $7 million ~~for the reversal of valuation allowances~~primarily related to ~~non-U.S. jurisdictions.~~

~~Fiscal Year Ended August~~ higher net periodic benefit costs, and (iii) $6 million arising from an increase in other expense.

Interest income remained relatively consistent during the fiscal year ended August 31, ~~2016,~~2022 compared to ~~$17.9 billion during~~ the fiscal year ended August 31, 2015. Specifically, the DMS segment revenues increased 3% due to increased revenues from customers within our mobility business due to strengthened end user product demand during the first half of fiscal year 2016. EMS segment revenues increased 2% due to a 3% increase in revenues from new business with existing customers within our telecommunications business, partially offset by a 1% revenue decline spread across the remaining industries within the EMS segment.

~~Foreign source revenue represented 90.7% and 88.0%, respectively, of our net revenue for fiscal years 2016 and 2015.~~

~~Gross Profit~~. Gross profit remained relatively consistent at $1.5 billion (8.3% of net revenue) during the fiscal year ended August 31, 2016, compared to $1.5 billion (8.4% of net revenue) during the fiscal year ended August 31, 2015.

~~Selling, General and Administrative.~~ Selling, general and administrative expenses increased to $924.4 million (5.0% of net revenue) for fiscal year 2016 compared to $862.6 million (4.8% of net revenue) for fiscal year 2015. Selling, general and administrative expenses as a percentage of net revenue remained relatively consistent with the same period of the prior fiscal year. Selling, general and administrative expenses on a gross basis2021.

Interest expense increased during the fiscal year ended August 31, ~~2016 as~~2022, compared to the fiscal year ended August 31, ~~2015,~~2021, primarily due to ~~increases in salary~~higher interest rates and ~~salary-related expenses~~higher borrowings on our credit facilities and ~~other costs due to increased headcount to support~~commercial paper program. Additionally, the ~~continued growth of our business.~~

~~Research and Development.~~ Research and development expenses increased to $32.0 million (0.2% of net revenue) during the fiscal year ended August 31, 2016, compared to $27.6 million (0.2% of net revenue) during the fiscal year ended August 31, 2015, primarily as the result of new projects in targeted growth sectors.

~~Amortization of Intangibles.~~ ~~Amortization of intangibles increased to $37.1 million during the fiscal year ended August 31, 2016 as compared to $24.4 million during the fiscal year ended August 31, 2015. The~~ increase is due to the definite lived intangible assets acquired in connection with the Plasticos acquisition that occurred in the fourth quarter of fiscal year 2015 and the acquisitions of Shemer, Inala and Hanson that occurred during the first and second quarters of fiscal year 2016, respectively.

~~Restructuring and Related Charges.~~

~~2013 Restructuring Plan~~

In conjunction with the 2013 Restructuring Plan, we charged $11.4 million of restructuring and related charges to the Consolidated Statements of Operations during the fiscal year ended August 31, 2016 compared to $34.6 million during the fiscal year ended August 31, 2015. higher borrowings on our senior notes.

The restructuring and related charges during the fiscal years ended August 31, 2016 and 2015 include cash costs of $8.8 million and $24.3 million related to employee severance and benefit costs, respectively, $0.0 million and $2.8 million related to lease costs, respectively, and $1.4 million and $1.9 million of other related costs, respectively, as well as non-cash costs of $1.2 million and $5.6 million related to asset write-off costs, respectively.

For further discussion of restructuring and related charges related to the 2013 Restructuring Plan, refer to Note 15 – “Restructuring and Related Charges” to the Consolidated Financial Statements.

~~Other Expense.~~ ~~Other expense increased to $8.4 million~~effective income tax rate decreased for the fiscal year ended August 31, ~~2016~~2022, compared to ~~$5.6 million for~~ the fiscal year ended August 31, ~~2015. The increase was~~2021, primarily due ~~to an increase~~to: (i) higher income before income tax in ~~fees associated with the asset-backed securitization programs as a result of an increase in receivables sold.~~

~~Interest Income.~~ ~~Interest income remained relatively consistent at $9.1 million during the fiscal year ended August 31, 2016, compared to $10.0 million during the fiscal year ended August 31, 2015.~~

~~Interest Expense.~~ Interest expense increased to $136.5 million during the fiscal year ended August 31, 2016, compared to $128.1 million during the fiscal year ended August 31, 2015. The increase was due to interest expense associated with the Term Loan Facility entered into on July 6, 2015, (see Note 9 – “Notes Payable, Long-Term Debt and Capital Lease Obligations” to the Consolidated Financial Statements).

~~Income Tax Expense.~~ ~~Income tax expense reflects an effective~~low tax rate of 34.1% for the fiscal year ended August 31, 2016, compared to an effective tax rate of 31.8% for the fiscal year ended August 31, 2015. The effective tax rate for the fiscal year ended August 31, 2016 increased from the effective tax rate for the fiscal year ended August 31, 2015 primarily due to the decrease in income from continuing operations in low tax-rate jurisdictions and ~~the increase in~~decreased losses in tax jurisdictions with existing valuation allowances ~~during~~for the fiscal year ~~2016. This effective~~ended August 31, 2022 and (ii) an income tax ~~rate increase was~~benefit of $26 million for the reversal of a portion of the U.S. valuation allowance for the fiscal year ended August 31, 2022. These decreases were partially offset by a $17 million income tax ~~benefits from favorable~~expense for an unrecognized tax ~~audit resolutions and statute~~benefit related to the taxation of ~~limitation expirations in non-U.S. jurisdictions during~~certain prior year intercompany transactions for the fiscal year ~~2016.~~

~~Non-U.S. GAAP~~ended August 31, 2022.

The following discussion and analysis of our financial condition and results of operations include certain ~~non-U.S. GAAP~~non-GAAP financial measures as identified in the reconciliation below. The ~~non-U.S. GAAP~~non-GAAP financial measures disclosed herein do not have standard meaning and may vary from the ~~non-U.S. GAAP~~non-GAAP financial measures used by other companies or how we may calculate those measures in other instances from time to time. ~~Non-U.S. GAAP~~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. Also, our “core” financial measures should not be construed as an inference by us that our future results will be unaffected by those items that are excluded from our “core” financial measures.

The following table sets forth certain unaudited quarterly financial information for the ~~2017~~three months ended August 31, 2022 and ~~2016 fiscal years.~~2021. In the opinion of management, this information has been presented on the same basis as the audited consolidated financial statements appearing elsewhere, and all necessary adjustments (consisting primarily of normal recurring accruals) have been included in the amounts stated below to present fairly the unaudited quarterly results when read in conjunction with the audited consolidated financial statements and related notes thereto. The operating results for any quarter are not necessarily indicative of results for any future period.

   Fiscal Year 2017 Fiscal Year 2016
   Aug. 31,
2017 May 31,
2017 Feb. 28,
2017 Nov. 30,
2016 Aug. 31,
2016 May 31,
2016 Feb. 29,
2016 Nov. 30,
2015
   (in thousands, except for per share data)
Net revenue
   $ 5,023,029 $ 4,489,557 $ 4,445,637 $ 5,104,898 $ 4,430,763 $ 4,310,752 $ 4,403,594 $ 5,207,977
Cost of revenue
   4,597,211 4,163,142 4,083,733 4,673,392 4,107,114 3,989,665 4,004,161 4,724,442


Gross profit
   425,818 326,415 361,904 431,506 323,649 321,087 399,433 483,535
Operating expenses:

Selling, general and administrative
   241,823 233,884 217,943 214,052 208,334 239,646 224,905 251,547
Research and development
   7,698 7,274 7,085 7,623 7,521 7,675 8,465 8,292
Amortization of intangibles
   9,262 9,174 8,766 8,322 10,971 9,711 8,599 7,840
Restructuring and related charges
   46,866 32,700 44,927 35,902 3,020 4,460 2,535 1,353
Loss on disposal of subsidiaries
   2,112 —   —   —   —   —   —   —


Operating income
   118,057 43,383 83,183 165,607 93,803 59,595 154,929 214,503
Other expense
   4,576 15,821 3,371 4,680 2,034 2,412 2,167 1,765
Interest income
   (4,118 ) (3,663 ) (2,289 ) (2,455 ) (2,475 ) (2,302 ) (2,287 ) (2,064 )
Interest expense
   35,987 35,443 33,800 32,844 34,027 35,212 34,262 33,035


Income (loss) before income tax
   81,612 (4,218 ) 48,301 130,538 60,217 24,273 120,787 181,767
Income tax expense
   35,571 21,481 28,177 43,837 21,510 18,434 42,354 49,852


Net income (loss)
   46,041 (25,699 ) 20,124 86,701 38,707 5,839 78,433 131,915


Net income (loss) attributable to noncontrolling interests, net of tax
   362 (418 ) (541 ) (1,326 ) 642 626 (497 ) 30


Net income (loss) attributable to Jabil Inc.
   $ 45,679 $ (25,281 ) $ 20,665 $ 88,027 $ 38,065 $ 5,213 $ 78,930 $ 131,885


Earnings (loss) per share attributable to the stockholders of Jabil Inc.

Basic
   $ 0.26 $ (0.14 ) $ 0.11 $ 0.48 $ 0.20 $ 0.03 $ 0.41 $ 0.69


Diluted
   $ 0.25 $ (0.14 ) $ 0.11 $ 0.47 $ 0.20 $ 0.03 $ 0.41 $ 0.68


Weighted average shares outstanding:

Basic
   178,697 181,038 182,632 185,292 189,139 191,206 190,957 190,355


Diluted
   182,977 181,038 185,010 187,856 191,602 193,069 193,294 193,243

~~The following table sets forth, for the periods indicated, certain financial information stated as a percentage of net revenue:~~

   Fiscal Year 2017 Fiscal Year 2016
   Aug. 31,
2017 May 31,
2017 Feb. 28,
2017 Nov. 30,
2016 Aug. 31,
2016 May 31,
2016 Feb. 29,
2016 Nov. 30,
2015
Net revenue
   100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenue
   91.5 92.7 91.9 91.5 92.7 92.6 90.9 90.7


Gross profit
   8.5 7.3 8.1 8.5 7.3 7.4 9.1 9.3
Operating expenses:

Selling, general and administrative
   4.8 5.2 4.9 4.2 4.7 5.5 5.1 4.8
Research and development
   0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2
Amortization of intangibles
   0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2
Restructuring and related charges
   0.9 0.7 1.0 0.7 0.1 0.1 0.1 0.0
Loss on disposal of subsidiaries
   0.0 —   —   —   —   —   —   —


Operating income
   2.4 1.0 1.8 3.2 2.1 1.4 3.5 4.1
Other expense
   0.1 0.4 0.1 0.1 0.0 0.1 0.0 0.0
Interest income
   (0.1 ) (0.1 ) (0.1 ) (0.1 ) —   (0.1 ) (0.1 ) (0.0 )
Interest expense
   0.7 0.8 0.8 0.6 0.8 0.8 0.8 0.6


Income (loss) before income tax
   1.7 (0.1 ) 1.0 2.6 1.3 0.6 2.8 3.5
Income tax expense
   0.7 0.5 0.6 0.9 0.5 0.4 1.0 1.0


Net income (loss)
   1.0 (0.6 ) 0.4 1.7 0.8 0.2 1.8 2.5
Net income (loss) attributable to noncontrolling interests, net of tax
   0.0 (0.0 ) (0.0 ) (0.0 ) 0.0 0.0 (0.0 ) 0.0


Net income (loss) attributable to Jabil Inc.
   1.0 % (0.6 )% 0.4 % 1.7 % 0.8 % 0.2 % 1.8 % 2.5 %

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 ~~programs~~program and under our uncommitted trade accounts receivable sale programs, cash ~~on hand, funds~~flows provided by ~~operations~~operating activities and ~~the~~ 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 program, any potential acquisitions, ~~and~~ our working capital requirements and our contractual obligations for the next 12 ~~months.~~

months and beyond. We continue to assess our capital structure and evaluate the merits of redeploying available cash.

As of August 31, ~~2017,~~2022, we had approximately ~~$1.2~~$1.5 billion in cash and cash ~~equivalents. As our growth remains predominantly outside~~equivalents, of ~~the United States,~~which a significant portion ~~of such cash and cash equivalents are~~was held by our foreign subsidiaries. ~~We estimate that approximately $841.1 million~~Most of ~~the~~our foreign cash and cash equivalents ~~held by our foreign subsidiaries~~as of August 31, 2022 could ~~not~~ be repatriated to the United States without potential ~~income~~ tax ~~consequences.~~

~~During fiscal year 2017, we repatriated $225.9 million~~expense.

Following is a summary of principal debt payments and debt issuance for our notes payable and credit ~~facilities (in thousands~~):

            Borrowings Total notes
            under payable
   7.750% 8.250%    5.625%    4.700%    4.900% revolving Borrowings and
   Senior Senior    Senior    Senior    Senior credit under credit
   Notes Notes⁽¹⁾    Notes    Notes    Notes facilities⁽²⁾ loans⁽³⁾ facilities
Balance as of August 31, 2015
   $ 309,511 $ 397,599 ��    $ 395,321    $ 495,387    $ —   $ 323 $ 30,410 $ 1,628,551
2016 borrowings
   —   —      —      —      300,000 6,104,063 500,000 6,904,063
2016 payments
   (312,000 ) —      —      —      —   (6,104,327 ) (28,440 ) (6,444,767 )
Other
   2,489 953    891    654    (1,671 ) (59 ) 240 3,497








Balance as of August 31, 2016
   —   398,552    396,212    496,041    298,329 —   502,210 2,091,344
2017 borrowings
   —   —      —      —      —   7,434,107 —   7,434,107
2017 payments
   —   —      —      —      —   (7,434,107 ) (43,922 ) (7,478,029 )
Other
   —   954    892    655    242 —   107 2,850








Balance as of August 31, 2017
   $ —   $ 399,506    $ 397,104    $ 496,696    $ 298,571 $ —   $ 458,395 $ 2,050,272








Maturity Date

July 15,
2016

March 15,
2018

Dec.15,
2020

Sept.15,
2022

July 14,
2023

July 6,
2020⁽²⁾

July 6,
2020⁽³⁾

Original Facility/ Maximum Capacity

$312.0
million

$400.0
million

$400.0
million

$500.0
million

$300.0
million

$1.9
billion⁽²⁾

$502.6
million⁽³⁾

facilities:

Following is a summary of the ~~five~~ trade accounts receivable sale programs with unaffiliated financial institutions. Under the programs we may elect to sell receivables and the unaffiliated financial institutions may elect to purchase, at a discount, on an ongoing ~~basis:~~

basis (in millions):

The following table sets forth ~~for the fiscal years ended August 31,~~ selected consolidated cash flow information (in ~~thousands)~~millions):

   Fiscal Year Ended August 31,
   2017    2016    2015
Net cash provided by operating activities
   $ 1,256,643    $ 916,207    $ 1,240,528
Net cash used in investing activities
   (579,465 )    (1,179,981 )    (1,121,447 )
Net cash (used in) provided by financing activities
   (404,546 )    253,512    (162,795 )
Effect of exchange rate changes on cash and cash equivalents
   5,228    8,358    (42,572 )






Net increase (decrease) in cash and cash equivalents
   $ 277,860    $ (1,904 )    $ (86,286 )

For Fiscal Year 2023, we anticipate our net capital expenditures will be approximately $875 million. 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.

Following is a summary of the dividends and share repurchases for the fiscal years ~~ended August 31, 2017~~indicated below (in millions):

Our contractual obligations as of August 31, ~~2017~~2022 are summarized below. As disclosed below, while we have certain non-cancelable purchase order obligations for property, plant and equipment, we generally do not enter into non-cancelable purchase orders for materials until we receive a corresponding purchase commitment from our customer. Non-cancelable purchase orders do not typically extend beyond the normal lead time of several weeks, at most. Purchase orders beyond this time frame are typically ~~cancelable.~~

   Payments due by period (in thousands)
   Total    Less than 1
year    1-3 years    3-5 years    After 5 years
Notes payable, long-term debt and capital lease obligations
   $ 2,078,090    $ 445,498    $ 415,689    $ 400,870    $ 816,033
Future interest on notes payable, long-term debt and capital lease obligations⁽¹⁾
   344,313    91,690    144,205    86,171    22,247
Operating lease obligations
   533,366    101,186    160,963    112,872    158,345
Non-cancelable purchase order obligations⁽²⁾
   245,692    245,028    664    —      —
Pension and postretirement contributions and payments⁽³⁾
   10,475    3,338    1,129    1,359    4,649










Total contractual cash obligations⁽⁴⁾
   $ 3,211,936    $ 886,740    $ 722,650    $ 601,272    $ 1,001,274

cancellable.

We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We enter into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, intercompany transactions and fixed purchase obligations denominated in a currency other than the functional currency of the respective operating entity. We do not, and do not intend to use derivative financial instruments for speculative or trading purposes. All derivative instruments are recorded on our Consolidated Balance Sheets at their respective fair values.

Certain information required by this item is included in Item 7 of Part II of this Report under the heading “Quarterly Results” and is incorporated into this item by reference. All other information required by this item is included in Item 15 of Part IV of this Report and is incorporated into this item by reference.

There have been no changes in or disagreements with our accountants on accounting and financial disclosure.

We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of August 31, ~~2017.~~2022. 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.

We assessed the effectiveness of our internal control over financial reporting as of August 31, ~~2017.~~2022. Management’s report on internal control over financial reporting as of August 31, ~~2017~~2022 is incorporated herein at Item 15. Ernst & Young LLP, our independent registered public accounting firm, issued an audit report on the effectiveness of our internal control over financial reporting as of August 31, ~~2017,~~2022, which is incorporated herein at Item 15.

For our fiscal quarter ended August 31, ~~2017,~~2022, 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.

On October 20, 2022, the Board of Directors approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:

The Amended and Restated Bylaws also include various conforming, technical, and other non-substantive changes.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.

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

“Information about our Executive Officers.”

The information required by this item is incorporated by reference to the information set forth under the captions “Compensation ~~Matters – Compensation Discussion and Analysis”~~Matters”, ~~“Corporate Governance and Board~~“Board of Directors ~~Matters~~ – Director Compensation”, and “Corporate Governance ~~and Board of Directors Matters~~ – Compensation Committee Interlocks and Insider Participation” in our ~~2017~~ Proxy Statement.

The information required by this item is incorporated by reference to the information set forth under the captions “Beneficial Ownership – Share Ownership by Principal Stockholders and Management” and “Compensation Matters – Equity Compensation Plan Information” in our ~~2017~~ Proxy Statement.

The information required by this item is incorporated by reference to the information set forth under the captions “Corporate Governance ~~and Board of Directors Matters”, “Related~~– Related Party Transactions – Certain Related Party Transactions”, ~~“Determinations~~“Corporate Governance –Determinations of Director Independence” in our ~~2017~~ Proxy Statement.

The information required by this item is incorporated by reference to the information set forth under the captions ~~“Ratification of Appointment of Independent Registered Public Accounting Firm~~“Audit Committee Matters – Principal Accounting Fees and Services” ~~and~~, “– Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services” and “Ratification of Appointment of Independent Registered Public Accounting Firm” in our ~~2017~~ Proxy Statement.

We ~~also~~ have audited ~~in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States), the~~accompanying consolidated balance sheets of Jabil Inc. and subsidiaries (the Company) as of August 31, ~~2017~~2022 and ~~2016, and~~2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, ~~2017 of Jabil Inc. and subsidiaries and our report dated October 19, 2017 expressed an unqualified opinion thereon.~~

~~/s/ ERNST & YOUNG LLP~~

~~Certified Public Accountants~~

~~Tampa, Florida~~

~~October 19, 2017~~

~~Report of Independent Registered Public Accounting Firm~~

~~The Board of Directors and Stockholders of~~

~~Jabil Inc.~~

~~We have audited the accompanying consolidated balance sheets of Jabil Inc. and subsidiaries as of August 31, 2017 and 2016,~~2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2022 and 2021, and the results of its operations ~~comprehensive income, stockholders’ equity~~ and its cash flows for each of the three years in the period ended August 31, ~~2017. Our audits~~2022, in conformity with U.S. generally accepted accounting principles.

We also ~~included~~have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial ~~statement schedule listed~~reporting as of August 31, 2022, based on criteria established in ~~Item 15(a).~~ Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 25, 2022 expressed an unqualified opinion thereon.

These financial statements ~~and schedule~~ are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these~~the Company’s financial statements ~~and schedule~~ based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. An audit includes~~misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. ~~An audit~~Our audits also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion.

~~In our opinion,~~

Jabil Inc. (together with its subsidiaries, herein referred to as the “Company”) is ~~an independent provider~~one of the leading providers of manufacturing services and solutions. The Company provides comprehensive electronics design, production and product management services to companies in ~~the automotive~~various industries and transportation, capital equipment, consumer lifestyles and wearable technologies, computing and storage, defense and aerospace, digital home, healthcare, industrial and energy, mobility, networking and telecommunications, packaging, point of sale and printing industries.end markets. The Company’s services combine a highly automated, continuous flow manufacturing approach with advanced electronic design and design for manufacturability technologies. The Company is headquartered in St. Petersburg, Florida and has manufacturing operations principally in the Americas, Europe ~~Asia~~ and ~~Africa.~~

Asia.

The consolidated financial statements include the accounts and operations of the Company, and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements.

The Company has made certain reclassification adjustments to conform prior periods’ Consolidated Financial Statements and Notes to the Consolidated Financial Statements to the current presentation.

Management is required to make estimates and assumptions during the preparation of the consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions.

Cash equivalents consist of investments that are readily convertible to cash with original maturities of 90 days or less. ~~As of August 31, 2017 and 2016 there were $71.5 million and $22.4 million of cash equivalents, respectively.~~

Accounts receivable consist of trade receivables and other miscellaneous receivables. The Company maintains an allowance for ~~doubtful accounts for estimated~~credit losses ~~resulting~~based on historical losses, the age of past due receivables, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from ~~the inability of its customers to make required payments.~~customers. Bad debts are charged to this allowance after all attempts to collect the balance are exhausted. ~~Allowances of $14.1 million and $11.1 million were recorded as of August 31, 2017 and 2016, respectively.~~ As the financial condition and circumstances of the Company’s customers change, adjustments to the allowance for ~~doubtful accounts~~credit losses are made as necessary.

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing a customer (“contract assets”) while a liability is recognized when a customer provides consideration prior to the Company transferring control of the goods or services (“contract liabilities”). Amounts recognized as contract assets are generally transferred to receivables in the succeeding quarter due to the short-term nature of the manufacturing cycle. Contract assets are classified separately on the Consolidated Balance Sheets and transferred to receivables when right to payment becomes unconditional.

Inventories are stated at the lower of cost ~~or market and use~~(on a first in, first out (FIFO) ~~method.~~

basis) and net realizable value. Inventory is valued based on current and forecasted usage, customer inventory-related contractual obligations and other lower of cost and net realizable value considerations. If actual market conditions or customer product demands are less favorable than those projected, additional valuation adjustments may be necessary.

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

Property, plant and equipment is capitalized at cost and depreciated using the straight-line depreciation method over the estimated useful lives of the respective assets. Estimated useful lives for major classes of depreciable assets are as follows:

The Company accounts for goodwill in a business combination as the excess of the cost over the fair value of net assets acquired and is assigned to the reporting unit in which the acquired business will operate. The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate the carrying amount may not be recoverable.

Long-lived assets, such as property, plant and equipment, and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparing its carrying amount to the undiscounted future net cash flows the asset is expected to generate. If the carrying amount of an asset or asset group is not recoverable, the Company recognizes an impairment loss based on the excess of the carrying amount of the long-lived asset or asset group over its respective fair value, which is generally determined as the present value of estimated future cash flows or as the appraised value.

All derivative instruments are recorded gross on the Consolidated Balance Sheets at their respective fair values. The accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative and the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is initially reported as a component of ~~AOCI,~~accumulated other comprehensive income (“AOCI”), net of tax, and is subsequently reclassified into the line item within the Consolidated Statements of Operations in which the hedged items are recorded in the same period in which the hedged item affects earnings. The ineffective portion of the gain or loss is recognized immediately in current earnings. For derivative instruments that are not designated as hedging instruments, gains and losses from changes in fair values are recognized in earnings. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the Consolidated Statements of Cash Flows.

The following table sets forth the changes in ~~accumulated other comprehensive income (“AOCI”),~~AOCI, net of tax, by component during the fiscal year ended August 31, ~~2017~~2022 (in ~~thousands)~~millions):

   Foreign
Currency
Translation
Adjustment⁽¹⁾    Derivative
Instruments⁽²⁾    Actuarial
(Loss) Gain⁽³⁾ Prior
Service Cost⁽³⁾ Available
for Sale
Securities⁽⁴⁾ Total
Balance as of August 31, 2016
   $ 16,338    $ 7,784    $ (43,587 ) $ 941 $ (21,353 ) $ (39,877 )
Other comprehensive income (loss) before reclassifications
   35,297    13,434    8,443 86 10,611 67,871
Amounts reclassified from AOCI
   5,947    8,749    1,929 (138 ) 10,139 26,626






Other comprehensive income (loss)
   41,244    22,183    10,372 (52 ) 20,750 94,497






Balance as of August 31, 2017
   $ 57,582    $ 29,967    $ (33,215 ) $ 889 $ (603 ) $ 54,620

For the Company’s foreign subsidiaries that use a currency other than the U.S. dollar as their functional currency, the assets and liabilities are translated at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rate for the period. The effects of these translation adjustments are reported in accumulated other comprehensive income. Gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in operating income.

The Company provides comprehensive electronics design, production and product management services to companies in various industries and end markets. The Company derives substantially all of its revenue from production and product management services (collectively referred to as “manufacturing services”), which encompasses the act of producing tangible ~~components~~products that are built to customer specifications, which are then provided to the customer.

The Company recognizes stock-based compensation expense, reduced for estimated forfeitures, on a straight-line basis over the requisite service period of the award, which is generally the vesting period for outstanding stock awards.

Deferred tax assets (“DTA”) and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company considers future taxable income and ongoing feasible tax planning strategies in assessing the need for the valuation allowance.

The Company calculates its basic earnings per share by dividing net income attributable to Jabil Inc. by the weighted average number of shares of common stock 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 ~~awards.~~

units.

Fair value is categorized in one of three levels based on the lowest level of ~~the fair-value hierarchy include:~~significant input used. Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 – unobservable inputs for the asset or liability.

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. Refer to Note 3 – “Trade Accounts Receivable Securitization and Sale Programs”, Note 9 – “Notes Payable, Long-Term Debt and Capital Lease Obligations”, Note 10 – “Postretirement and Other Employee Benefits” and Note 14 –“Derivative Financial Instruments and Hedging Activities” for disclosure surrounding the fair value of the Company’s deferred purchase price receivables, debt obligations, pension plan assets and derivative financial instruments, respectively.

Refer to Note 2 – “Discontinued Operations” for discussion of the Company’s Senior Non-Convertible Cumulative Preferred Stock. The Senior Non-Convertible Cumulative Preferred Stock is valued each reporting period using unobservable inputs (Level 3 inputs) based on an interest rate lattice model and is classified as an available for sale security with an unrealized gain (loss) recorded to accumulated other comprehensive income (loss) (“AOCI”). The unobservable inputs have an immaterial impact on the fair value calculation of the Senior Non-Convertible Cumulative Preferred Stock. As of August 31, 2017, the fair value was $49.8 million, and is included within other assets on the Consolidated Balance Sheets.

The Company regularly sells designated pools of high credit quality trade accounts receivable under ~~two asset-backed securitization programs and five~~ uncommitted trade accounts receivable sale programs ~~(collectively referred~~ to ~~herein as~~unaffiliated financial institutions without recourse. As these accounts receivable are sold without recourse, the ~~“programs”).~~Company does not retain the associated risks following the transfer of such accounts receivable to the respective 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 each of the trade accounts receivable sale programs recognized during the fiscal years ended August 31, ~~2017, 2016~~2022, 2021 and ~~2015~~2020 were not material. The Company does not record a servicing asset or liability on the 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.

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

   August 31, 2017    August 31, 2016
Raw materials
   $ 1,574,241    $ 1,302,481
Work in process
   822,628    675,867
Finished goods
   591,227    510,485
Reserve for inventory obsolescence
   (46,013 )    (32,221 )




Inventories, net
   $ 2,942,083    $ 2,456,612

~~5. Income Taxes~~

~~Provision for Income Taxes~~

~~Income (loss) from continuing operations before income tax expense is summarized below (in thousands):~~

   Fiscal Year Ended August 31,
   2017    2016    2015
U.S.⁽¹⁾
   $ (373,690 )    $ (317,427 )    $ (295,521 )
Non-U.S.⁽¹⁾
   629,923    704,472    727,167






   $ 256,233    $ 387,045    $ 431,646

⁽¹⁾	~~The U.S. and non-U.S. components of income (loss) from continuing operations before income tax expense include the elimination of intercompany foreign dividends paid to the U.S.~~

~~Income tax expense (benefit) is summarized below (in thousands):~~

Fiscal Year Ended August 31,
   Current    Deferred    Total
2017:
   U.S. – Federal    $ 2,436    $ 253    $ 2,689
   U.S. – State    12    30    42
   Non-U.S.    188,872    (62,537 )    126,335






      $ 191,320    $ (62,254 )    $ 129,066






2016:
   U.S. – Federal    $ (649 )    $ 73    $ (576 )
   U.S. – State    (166 )    9    (157 )
   Non-U.S.    157,069    (24,187 )    132,882






      $ 156,254    $ (24,105 )    $ 132,149






2015:
   U.S. – Federal    $ 1,169    $ (1,653 )    $ (484 )
   U.S. – State    164    (300 )    (136 )
   Non-U.S.    147,199    (9,118 )    138,081






      $ 148,532    $ (11,071 )    $ 137,461

~~Reconciliations of the income tax expense at the U.S. federal statutory income tax rate compared to the actual income tax expense are summarized below (in thousands):~~

   Fiscal Year Ended August 31,
   2017    2016    2015
Tax at U.S. federal statutory income tax rate (35%)
   $ 89,682    $ 135,470    $ 151,076
State income taxes, net of federal tax benefit
   (8,474 )    (5,121 )    (4,474 )
Impact of foreign tax rates
   (109,466 )    (144,521 )    (157,827 )
Permanent impact of non-deductible cost
   7,336    3,408    8,951
Income tax credits
   (16,254 )    (5,040 )    (12,773 )
Changes in tax rates on deferred tax assets and liabilities
   688    182    (1,206 )
Valuation allowance
   37,934    11,770    72,604
Non-deductible equity compensation
   11,531    18,350    11,600
Impact of intercompany charges and dividends
   98,052    94,596    49,843
Other, net
   18,037    23,055    19,667






Total income tax expense
   $ 129,066    $ 132,149    $ 137,461

For the fiscal year ended August 31, 2017, the change in the impact of foreign tax rates was due to a decrease in income in low tax-rate jurisdictions. The valuation allowance increase was due to an increase of deferred tax assets for sites with existing valuation allowances, partially offset by an income tax benefit of $27.5 million for the reversal of valuation allowances related to non-U.S. jurisdictions.

The Company has been granted tax incentives for its Brazilian, Chinese, Malaysian, Polish, Singaporean and Vietnamese subsidiaries. The majority of the tax incentive benefits expire at various dates through fiscal year 2021 and are subject to certain conditions with which the Company expects to comply. These subsidiaries generated income from continuing operations during the fiscal years ended August 31, 2017, 2016 and 2015, resulting in a tax benefit of approximately $38.6 million ($0.22 per basic share), $50.5 million ($0.27 per basic share) and $74.7 million ($0.39 per basic share), respectively. The benefits of these incentives are recorded as the impact of foreign tax rates and income tax credits.

~~Deferred Tax Assets and Liabilities~~

~~The significant components of the deferred tax assets and liabilities are summarized below (in thousands):~~

   Fiscal Year Ended August 31,
   2017    2016
Deferred tax assets:

Net operating loss carry forward
   $ 268,853    $ 319,685
Receivables
   7,497    8,643
Inventories
   11,618    6,970
Compensated absences
   10,981    9,080
Accrued expenses
   93,413    75,749
Property, plant and equipment, principally due to differences in depreciation and amortization
   81,954    52,088
U.S. federal and state tax credits
   57,122    58,725
Foreign jurisdiction tax credits
   24,641    14,464
Equity compensation – U.S.
   16,460    17,641
Equity compensation – Non-U.S.
   2,700    3,873
Cash flow hedges
   —      2,055
Other
   14,573    18,767




Total deferred tax assets before valuation allowances
   589,812    587,740
Less valuation allowances
   (285,559 )    (344,828 )




Net deferred tax assets
   $ 304,253    $ 242,912




Deferred tax liabilities:

Unremitted earnings of non-U.S. subsidiaries
   86,202    88,445
Intangible assets
   48,229    54,130
Cash flow hedges
   8,564    —
Other
   4,863    5,768




Total deferred tax liabilities
   $ 147,858    $ 148,343




Net deferred tax assets
   $ 156,395    $ 94,569

As of August 31, 2017, the Company had federal, state (tax-effected) and foreign income tax net operating loss carry forwards (net of unrecognized tax benefits) of approximately $442.5 million, $58.7 million, and $315.0 million, respectively, which are available to reduce future taxes, if any. The net operating loss carry forwards in the Company’s major tax jurisdictions expire in fiscal years 2018 through 2037 or have an indefinite carry forward period. The Company has U.S. federal and state tax credit carry forwards of $53.9 million and $5.0 million, respectively, which are available to reduce future taxes, if any. Most of the U.S. federal tax credits expire through the year 2024. Most of the U.S. state tax credits expire through the year 2027. As of August 31, 2017, the foreign jurisdiction tax credits include foreign investment tax credits of $21.4 million that expire in 2026 and are based on the deferral method.

Based on the Company’s historical operating income, projection of future taxable income, scheduled reversal of taxable temporary differences, and tax planning strategies, management believes that it is more likely than not that the Company will realize the benefit of its deferred tax assets, net of valuation allowances recorded. The net (decreases) increases in the total valuation allowance for the fiscal years ended August 31, 2017 and 2016 were $(59.3) million and $40.0 million, respectively. The decrease in valuation allowance is primarily related to the decrease of a net operating loss carry forward due to additional non-U.S. unrecognized tax benefits, the decrease of a net operating loss carry forward due to a non-U.S. tax audit, and the release of certain non-U.S.

valuation allowances. This decrease is partially offset by the increase of deferred tax assets in sites with existing valuation allowances. The Company’s assessment of the valuation allowance release included consideration of all available positive and negative evidence including, among other evidence, historical cumulative operating income, projected future taxable income and recent utilization of non-U.S. tax credit carryforwards.

As of August 31, 2017, the Company intends to indefinitely reinvest the remaining earnings from its foreign subsidiaries for which a deferred tax liability has not already been recorded. The accumulated earnings are the most significant component of the basis difference which is indefinitely reinvested. The aggregate undistributed earnings of the Company’s foreign subsidiaries for which no deferred tax liability has been recorded is approximately $3.4 billion as of August 31, 2017. Determination of the amount of unrecognized deferred tax liability on these undistributed earnings is not practicable.

~~Unrecognized Tax Benefits~~

~~Reconciliations of the unrecognized tax benefits are summarized below (in thousands):~~

   Fiscal Year Ended August 31,
   2017    2016    2015
Beginning balance
   $ 149,898    $ 154,648    $ 229,684
Additions for tax positions of prior years
   2,155    7,974    4,189
Reductions for tax positions of prior years
   (12,233 )    (20,045 )    (7,919 )
Additions for tax positions related to current year
   77,807    25,892    21,541
Adjustments for tax positions related to acquired entities
   —      —      1,687
Cash settlements
   (2,298 )    (6,553 )    (11,806 )
Reductions from lapses in statutes of limitations
   (10,446 )    (7,099 )    (1,843 )
Reductions from settlements with taxing authorities
   (6,061 )    (1,787 )    (72,812 )
Foreign exchange rate adjustment
   2,533    (3,132 )    (8,073 )






Ending balance
   $ 201,355    $ 149,898    $ 154,648






Unrecognized tax benefits that would affect the effective tax rate (if recognized)
   $ 75,223    $ 72,152    $ 80,094

For the fiscal year ended August 31, 2017, the additions for tax positions related to current year primarily related to certain non-U.S. net operating loss carry forwards, previously offset with a valuation allowance, that can no longer be recognized due to an internal restructuring. It is reasonably possible that the August 31, 2017 unrecognized tax benefits could decrease during the next 12 months by $66.3 million, primarily related to a taxing authority ruling associated with the internal restructuring.

For the fiscal year ended August 31, 2015, the reductions from settlements with taxing authorities is primarily related to the closure of a non-U.S. audit, which partially disallowed a net operating loss carry forward and future tax amortization.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company’s accrued interest and penalties were approximately $27.1 million and $21.9 million as of August 31, 2017 and 2016, respectively. The Company recognized interest and penalties of approximately $5.2 million, $1.8 million and $2.1 million during the fiscal years ended August 31, 2017, 2016 and 2015, respectively. The Company is no longer subject to U.S. federal income tax examinations for fiscal years before August 31, 2009. In major state and major non-U.S. jurisdictions, the Company is no longer subject to income tax examinations for fiscal years before August 31, 2003 and August 31, 2006, respectively.

The Internal Revenue Service (“IRS”) completed its field examination of the Company’s tax returns for fiscal years 2009 through 2011 and issued a Revenue Agent’s Report (“RAR”) on May 27, 2015, which was updated on June 22, 2016. The IRS completed its field examination of the Company’s tax returns for fiscal years 2012 through 2014 and issued an RAR on April 19, 2017. The proposed adjustments in the RAR from both examination periods relate primarily to U.S. taxation of certain intercompany transactions. If the IRS ultimately prevails in its positions, the Company’s income tax payment due for the fiscal years 2009 through 2011 and 2012 through 2014 would be approximately $28.6 million and $5.3 million, respectively, after utilization of tax loss carry forwards available through fiscal year 2014. Also, the IRS has proposed interest and penalties with respect to fiscal years 2009 through 2011. The IRS may make similar claims in future audits with respect to these types of transactions. At this time, anticipating the amount of any future IRS proposed adjustments, interest, and penalties is not practicable.

The Company disagrees with the proposed adjustments and intends to vigorously contest these matters through the applicable IRS administrative and judicial procedures, as appropriate. As the final resolution of the proposed adjustments remains uncertain, the Company continues to provide for the uncertain tax positions based on the more likely than not standard. While the resolution of the issues may result in tax liabilities, interest and penalties that are significantly higher than the amounts accrued for these matters, management currently believes that the resolution will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there can be no assurance that management’s beliefs will be realized.

6.

Property, plant and equipment consists of the following (in ~~thousands)~~millions):

   August 31,
   2017    2016
Land and improvements
   $ 120,574    $ 120,470
Buildings
   804,861    809,890
Leasehold improvements
   877,752    815,308
Machinery and equipment
   3,680,881    3,475,325
Furniture, fixtures and office equipment
   178,603    164,079
Computer hardware and software
   583,569    562,456
Transportation equipment
   22,080    22,307
Construction in progress
   85,748    84,016




   6,354,068    6,053,851
Less accumulated depreciation and amortization
   3,125,390    2,721,972




   $ 3,228,678    $ 3,331,879

The Company completed its annual impairment ~~test~~analysis for goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal year ~~2017~~2022. The qualitative assessment was performed and the Company determined that it is more likely than not that the fair values of the reporting units and the indefinite-lived intangible assets were ~~substantially~~ in excess of the carrying values and that no impairment existed as of the date of the impairment ~~test.~~

analysis.

Notes payable and long-term debt ~~and capital lease obligations~~ outstanding as of August 31, ~~2017~~2022 and ~~2016~~2021 are summarized below (in ~~thousands)~~millions):

   Maturity    August 31,    August 31,
   Date    2017    2016
8.250% Senior Notes^(1)(2)(3)
   March 15, 2018    $ 399,506    $ 398,552
5.625% Senior Notes⁽¹⁾⁽²⁾
   Dec. 15, 2020    397,104    396,212
4.700% Senior Notes⁽¹⁾⁽²⁾
   Sept. 15, 2022    496,696    496,041
4.900% Senior Notes⁽¹⁾⁽⁴⁾
   July 14, 2023    298,571    298,329
Borrowings under credit facilities⁽⁵⁾
   July 6, 2020    —      —
Borrowings under loans⁽⁶⁾
   July 6, 2020    458,395    502,210
Capital lease obligations

   27,818    28,478




Total notes payable, long-term debt and capital lease obligations
      2,078,090    2,119,822
Less current installments of notes payable, long-term debt and capital lease obligations
      445,498    45,810




Notes payable, long-term debt and capital lease obligations, less current installments
      $ 1,632,592    $ 2,074,012

Debt maturities as of August 31, ~~2017~~2022 are as follows (in ~~thousands)~~millions):

Fiscal Year Ended August 31,
   Amount
2018
   $ 445,498
2019
   51,538
2020
   364,151
2021
   398,877
2022
   1,993
Thereafter
   816,033


Total
   $ 2,078,090

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 Facility~~revolving credit facilities and the 4.900% Senior Notes contain debt leverage and interest coverage covenants. The Company is also subject to ~~a covenant~~certain covenants requiring the Company to offer to repurchase of the ~~8.250%~~4.900%, ~~5.625%~~3.950%, 3.600%, 3.000%, 1.700% or ~~4.700%~~4.250% Senior Notes upon a change of control. As of August 31, ~~2017~~2022 and ~~2016,~~2021, the Company was in compliance with its debt covenants.

Refer to Note 17 – “Fair Value Measurements” for the estimated fair values of the Company’s ~~publicly traded debt, including~~notes payable and long-term debt.

Accrued expenses consist of the following (in millions):

The projected benefit obligations (“PBO”) and plan assets, changes to the ~~benefit obligation~~PBO and plan assets and the funded status of the plans as of and for the fiscal years ended August 31 are as follows (in ~~thousands)~~millions):

   Pension
   2017    2016
Change in projected benefit obligation


Beginning projected benefit obligation
   $ 182,278    $ 161,230
Service cost
   1,068    883
Interest cost
   2,942    4,844
Actuarial (gain) loss
   (10,147 )    40,170
Settlements paid from plan assets
   (2,133 )    —
Total benefits paid
   (6,790 )    (5,587 )
Plan participants’ contributions
   27    27
Terminations
   (106 )    —
Effect of conversion to U.S. dollars
   575    (19,289 )




Ending projected benefit obligation
   $ 167,714    $ 182,278




Change in plan assets

Beginning fair value of plan assets
   143,702    134,808
Actual return on plan assets
   2,582    29,734
Settlements paid from plan assets
   (2,133 )    —
Employer contributions
   6,981    3,391
Benefits paid from plan assets
   (3,759 )    (5,268 )
Plan participants’ contributions
   27    27
Effect of conversion to U.S. dollars
   (702 )    (18,990 )




Ending fair value of plan assets
   $ 146,698    $ 143,702




Unfunded status
   $ (21,016 )    $ (38,576 )




Amounts recognized in the Consolidated Balance Sheets

Accrued benefit liability, current
   $ 182    $ 383
Accrued benefit liability, noncurrent
   $ 20,834    $ 38,193
Accumulated other comprehensive loss (income)⁽¹⁾

Actuarial loss, net of tax
   $ 32,247    $ 44,155
Prior service credit, net of tax
   $ (1,185 )    $ (1,255 )

The following table summarizes the total accumulated benefit obligations (“ABO”), the ABO and fair value of plan assets for defined benefit pension plans with ABO in excess of plan assets, and the PBO and fair value of plan assets for defined benefit pension plans with PBO in excess of plan assets for fiscal years 2022 and 2021 (in millions):

The following table provides information about the net periodic benefit cost for the plans for fiscal years ~~2017, 2016~~2022, 2021 and ~~2015~~2020 (in ~~thousands)~~millions):

   Pension
   2017    2016    2015
Service cost
   $ 1,068    $ 883    $ 1,054
Interest cost
   2,942    4,844    5,554
Expected long-term return on plan assets
   (4,206 )    (5,560 )    (5,778 )
Recognized actuarial loss
   1,929    1,046    1,723
Net curtailment gain
   —      —      (2,542 )
Amortization of prior service credit
   (138 )    (139 )    (147 )
Net settlement loss
   1,472    —      —






Net periodic benefit cost
   $ 3,067    $ 1,074    $ (136 )

Weighted-average actuarial assumptions used to determine net periodic benefit cost and ~~projected benefit obligation~~PBO for the plans for the fiscal years ~~2017, 2016~~2022, 2021 and ~~2015~~2020 were as follows:

   Pension
   2017 2016 2015
Net periodic benefit cost:

Expected long-term return on plan assets⁽¹⁾
   3.3 % 4.3 % 4.4 %
Rate of compensation increase
   2.7 % 2.4 % 3.2 %
Discount rate
   1.9 % 2.9 % 1.8 %
Projected benefit obligation:

Expected long-term return on plan assets
   4.0 % 3.3 % 4.4 %
Rate of compensation increase
   4.4 % 4.1 % 4.3 %
Discount rate⁽²⁾
   2.3 % 1.7 % 3.2 %

The Company has adopted an investment policy for a majority of plan assets, which was set by plan trustees who have the responsibility for making investment decisions related to the plan assets. The plan trustees oversee the investment allocation, including selecting professional investment managers and setting strategic targets. The investment objectives for the assets are (1) to acquire suitable assets that hold the appropriate liquidity in order to generate income and capital growth that, along with new contributions, will meet the cost of current and future benefits under the plan, (2) to limit the risk of the plan assets from failing to meet the plan liabilities over the long-term and (3) to minimize the long-term costs under the plan by maximizing the return on the plan assets.

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

      August 31, 2017 August 31, 2016
   Fair Value
Hierarchy    Fair Value    Asset
Allocation Fair Value    Asset
Allocation
Asset Category

Cash and cash equivalents⁽¹⁾
   Level 1    $ 5,760    4 % $ 3,565    3 %
Equity Securities:

Global equity securities⁽²⁾⁽³⁾
   Level 2    41,971    29 % 41,515    29 %
Debt Securities:

Corporate bonds⁽³⁾
   Level 2    41,987    29 % 41,993    29 %
Government bonds⁽³⁾
   Level 2    41,738    28 % 40,495    28 %
Other Investments:

Insurance contracts⁽⁴⁾
   Level 3    15,242    10 % 16,134    11 %






Fair value of plan assets

   $ 146,698    100 % $ 143,702    100 %

The Company expects to make cash contributions between ~~$2.7~~$23 million and ~~$3.5~~$28 million to its funded pension plans during fiscal year ~~2018.~~2023. The estimated future benefit payments, which reflect expected future service, are as follows (in ~~thousands)~~millions):

Fiscal Year Ended August 31,
   Amount
2018
   $ 4,245
2019
   4,438
2020
   5,249
2021
   4,759
2022
   5,182
2023 through 2027
   32,743

The Company provides retirement benefits to its domestic employees who have completed a 30-day period of service through a 401(k) plan that provides a matching contribution by the Company. ~~Company contributions are at the discretion of the Company’s Board of Directors.~~ The Company also has defined contribution benefit plans for certain of its international employees. The Company contributed approximately ~~$33.6~~$63 million, ~~$33.3~~$56 million and ~~$36.8~~$56 million for defined contribution plans for the fiscal years ended August 31, ~~2017, 2016~~2022, 2021 and ~~2015,~~2020, respectively.

The Company ~~leases~~is directly and indirectly affected by changes in certain ~~facilities under non-cancelable operating leases. Lease agreements~~market conditions. These changes in market conditions may ~~contain lease escalation clauses~~adversely impact the Company’s financial performance and ~~purchase or renewal options.~~are referred to as market risks. The Company, ~~recognizes scheduled lease escalation clauses over~~where deemed appropriate, uses derivatives as risk management tools to mitigate the ~~course~~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.

Forward contracts are put in place to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses. A hedging relationship existed with an aggregate notional amount outstanding of $1.4 billion and $1.5 billion as of August 31, 2022 and 2021, respectively. 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 September 1, 2022 and August 31, 2023.

The ~~future minimum lease payments under non-cancelable operating leases~~Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings.

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

   Fiscal Year Ended August 31,
   2017    2016    2015
Restricted stock and stock appreciation rights (“SARS”)
   $ 42,122    $ 52,459    $ 58,033
Employee stock purchase plan
   6,334    6,538    4,717
Other
   88    —      (187 )






Total
   $ 48,544    $ 58,997    $ 62,563

Certain key employees have been granted time-based, performance-based and market-based restricted stock ~~unit awards.~~units. The time-based restricted stock units granted generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three ~~to five~~ years and ~~provide a range of vesting possibilities of~~ up to a maximum of ~~100% or~~ 150%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment ~~Index.~~

Index excluding the Company.

The maximum aggregate number of shares available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) ~~to 12,000,000.~~

is 23,000,000.

The following table sets forth certain information relating to the Company’s cash dividends declared to common stockholders during fiscal years ~~2017~~2022 and ~~2016:~~

Dividend
Declaration Date
   Dividend
per Share    Total of Cash
Dividends
Declared
Date of Record for
Dividend Payment

Dividend Cash
Payment Date
   (in thousands, except for per share data)
Fiscal year 2017:
   October 20, 2016    $ 0.08    $ 15,248    November 15, 2016    December 1, 2016
   January 26, 2017    $ 0.08    $ 15,051    February 15, 2017    March 1, 2017
   April 20, 2017    $ 0.08    $ 14,840    May 15, 2017    June 1, 2017
   July 20, 2017    $ 0.08    $ 14,698    August 15, 2017    September 1, 2017
Fiscal year 2016:
   October 14, 2015    $ 0.08    $ 15,906    November 16, 2015    December 1, 2015
   January 21, 2016    $ 0.08    $ 15,947    February 16, 2016    March 1, 2016
   April 21, 2016    $ 0.08    $ 15,940    May 16, 2016    June 1, 2016
   July 21, 2016    $ 0.08    $ 15,575    August 15, 2016    September 1, 2016

~~Share Repurchases~~

2021:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. The Company maintains cash and cash equivalents with various domestic and foreign financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided on such deposits, but may generally be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions and attempts to limit exposure with any one institution. For trade receivables, the Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains an allowance for ~~potential~~expected credit losses on trade receivables.

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

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

Income (loss) before income tax expense is summarized below (in millions):

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

The amount and expiration dates of income tax net operating loss carryforwards, tax credit carryforwards, and tax capital loss carryforwards, which are available to reduce future taxes, if any, as ~~market risks.~~ of August 31, 2022 are as follows (in millions):

Reconciliation of the unrecognized tax benefits is summarized below (in millions):

During fiscal year 2018, the Company and Johnson & Johnson Medical Devices Companies (“JJMD”) entered into a framework agreement to form a strategic collaboration and expand its existing relationship. The ~~related forward foreign exchange contracts have been designated~~strategic collaboration expands the Company’s medical device manufacturing portfolio, diversification and capabilities. During the fiscal year ended August

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

The following table presents the ~~Company’s~~fair value of the Company's financial assets and liabilities ~~related to forward foreign exchange contracts~~ measured at fair value by hierarchy level on a recurring basis as of ~~August 31, 2017, aggregated by~~ the ~~level in the fair-value hierarchy in which those measurements~~periods indicated (in millions):

The following table presents the ~~fair values of the Company’s derivative instruments located on the Consolidated Balance Sheets utilized~~assets held for ~~foreign currency risk management purposes as of August 31, 2017 and 2016~~sale (in ~~thousands)~~millions):

   Fair Values of Derivative Instruments
   Asset Derivatives    Liability Derivatives
   Balance Sheet
Location    Fair Value as of
August 31,
2017    Fair Value as of
August 31,
2016    Balance Sheet
Location    Fair Value as of
August 31,
2017    Fair Value as of
August 31,
2016
Derivatives designated as hedging instruments:

Forward foreign exchange contracts


Prepaid expenses
and other current
assets

   $ 8,380    $ 420
Accrued
expenses
   $ 1,408    $ 1,986
Derivatives not designated as hedging instruments:

Forward foreign exchange contracts


Prepaid expenses
and other current
assets

   $ 31,280    $ 3,850
Accrued
expenses
   $ 9,131    $ 10,801

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

The Company recognized gains and losses in earnings related to changes in fair value of derivatives utilized for foreign currency risk management purposes and not designated as hedging instruments during fiscal years 2017, 2016 and 2015. These amounts were not material and were recognized as components of cost of revenue.

~~Interest Rate Risk Management~~

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

~~Cash Flow Hedges~~

During the fourth quarter of fiscal year 2016, the Company entered into forward starting swap transactions to hedge the fixed interest rate payments for an anticipated debt issuance. The forward starting swaps have an aggregate notional amount of $200.0 million and have been designated as hedging instruments and accounted for as cash flow hedges. The forward starting swaps are scheduled to expire on March 15, 2018. If the anticipated debt issuance occurs before March 15, 2018, the contracts will be terminated simultaneously with the debt issuance. The contracts will be settled with the respective counterparties on a net basis at the time of termination or expiration. Changes in the fair value of the forward starting swap transactions are recorded on the Company’s Consolidated Balance Sheets as a component of AOCI.

During the fourth quarter of fiscal year 2016, the Company entered into interest rate swap transactions to hedge the variable interest rate payments for the Term Loan Facility. In connection with this transaction, the Company will pay interest based upon a fixed rate as agreed upon with the respective counterparties and receive variable rate interest payments based on the one-month LIBOR. The interest rate swaps have an aggregate notional amount of $200.0 million and have been designated as hedging instruments and accounted for as cash flow hedges. The interest rate swaps were effective on September 30, 2016 and are scheduled to expire on June 30, 2019. The contracts will be settled with the respective counterparties on a net basis at each settlement date. Changes in the fair value of the interest rate swap transactions are recorded on the Company’s Consolidated Balance Sheets as a component of AOCI.

~~15. Restructuring and Related Charges~~

~~Following is a summary of the Company’s restructuring and related charges (in thousands):~~

   Fiscal Year Ended August 31,
   2017⁽²⁾    2016⁽³⁾ 2015⁽³⁾
Employee severance and benefit costs
   $ 56,834    $ 8,845 $ 24,327
Lease costs
   3,966    (43 ) 2,777
Asset write-off costs
   94,346    1,170 5,565
Other related costs
   5,249    1,397 1,890




Total restructuring and related charges⁽¹⁾
   $ 160,395    $ 11,369 $ 34,559

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.

The Company is party to certain lawsuits in the ordinary course of business. The Company does not ~~deemed to be significant~~believe that these proceedings, individually or in the ~~aggregate. The acquired businesses expanded the Company’s capabilities in consumer lifestyles and wearable technologies and networking and telecommunications. The~~ aggregate, ~~purchase price of these acquisitions totaled approximately $117.0 million in cash.~~

~~17. New Accounting Guidance~~

~~Recently Issued Accounting Guidance~~

During fiscal year 2014, the FASB issued an accounting standard which will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The accounting standard is effective for the Company in the first quarter of fiscal year 2019. Companies may use either a full retrospective or a modified retrospective approach to adopt this standard.

The Company has determined that the new standard will result in a change to the timing of the Company’s revenue recognition policy for certain customer contracts to an “over time” model as opposed to a “point in time” model upon delivery. Additionally, the Company anticipates the new standard will impact the Company’s accounting for certain fulfillment costs, which include up-front

costs to prepare for manufacturing activities that are expected to be recovered. Under the new standard, such up-front costs would be recognized as an asset and amortized on a systematic basis consistent with the pattern of the transfer of the goods to which the asset relates. The financial impacts of the new standard cannot be reasonably estimated at this time. The Company is in the process of implementing changes to its processes, policies and internal controls to meet the impact of the new standard and disclosure requirements. The Company expects to adopt the new guidance under the modified retrospective approach.

During fiscal year 2016, the FASB issued a new accounting standard to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019. Early application is permitted only for certain provisions, and the update must be applied by means of a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the fiscal year of adoption and applied prospectively to equity investments that exist as of the date of adoption of the standard. The Company is currently assessing the impact this new standard may have on its Consolidated Financial Statements.

During fiscal year 2016, the FASB issued a new accounting standard revising lease accounting. The new guidance requires organizations to recognize lease assets and lease liabilities on the Consolidated Balance Sheet and disclose key information regarding leasing arrangements. This guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early application of the new standard is permitted and must be adopted using a modified retrospective approach. The adoption of this standard will impact the Company’s Consolidated Balance Sheet. The Company is currently assessing any other impacts this new standard will have ~~on its Consolidated Financial Statements.~~

~~During fiscal year 2016, the FASB issued an accounting standard, which replaces the existing incurred loss impairment methodology with~~ a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This guidance is effective for the Company beginning in the first quarter of fiscal year 2021 and early adoption is permitted beginning in the first quarter of fiscal year 2020. This guidance must be applied using a modified retrospective or prospective transition method, depending on the area covered by this accounting standard. The Company is currently assessing the impact this new standard may have on its Consolidated Financial Statements.

During fiscal year 2016, the FASB issued a new accounting standard to address the presentation of certain transactions within the statement of cash flows with the objective of reducing the existing diversity in practice. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019 and early adoption is permitted. The Company is currently assessing the impact this new standard may have on its Consolidated Financial Statements.

During fiscal year 2017, the FASB issued a new accounting standard to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new standard eliminates the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences when the transfer occurs. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019 and early adoption is permitted. This guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently assessing the impact this new standard may have on its Consolidated Financial Statements.

During fiscal year 2017, the FASB issued a new accounting standard that clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019 and will be applied on a prospective basis. Early application is permitted for certain transactions. The impactmaterial adverse effect on the Company’s ~~Consolidated Financial Statements will depend on the facts and circumstances of any specific future transactions.~~

During fiscal year 2017, the FASB issued a new accounting standard to simplify how an entity is required to test goodwill for impairment by eliminating the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Goodwill will be considered impaired when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. This guidance is effective for the Company beginning in the first quarter of fiscal year 2021, with early application permitted. The guidance will be applied on a prospective basis. The Company is currently assessing the impact this new standard may have on its Consolidated Financial Statements.

During fiscal year 2017, the FASB issued a new accounting standard which clarifies the scope of asset derecognition and adds further guidance for recognizing gains and losses from the transfer of non-financial assets in contracts with non-customers. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019 coincident with the new revenue recognition guidance. The Company is currently assessing the impact this new standard may have on its Consolidated Financial Statements.

~~During fiscal year 2017, the FASB issued a new accounting standard to improve the~~ financial ~~reporting of hedging relationships to better portray the economic~~position, results of ~~an entity’s risk management activities by simplifying~~operations or cash flows.

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

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

~~18. Subsequent Events~~

The Company has evaluated subsequent events that occurred through the date of the filing of the Company’s fiscal year 2017 Form 10-K. No significant events occurred, other than disclosed below, subsequent to the balance sheet date and prior to the filing date of this report that would have a material impact on the Consolidated Financial Statements.

On September 1, 2017, the Company completed the acquisition of True-Tech Corporation for a cash payment of $95.9 million. True-Tech Corporation is a manufacturer specializing in aerospace, semiconductor and medical machined components. The final purchase price is subject to adjustment based on conditions within the asset purchase agreement and is expected to be final during the first quarter of fiscal year 2018.

Not applicable.


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


Part I.
Item 1.			Business			2
Item 1A.			Risk Factors			8	10
Item 1B.			Unresolved Staff Comments			19	23
Item 2.			Properties			20	23
Item 3.			Legal Proceedings			21	23
Item 4.			Mine Safety Disclosures			21	23
Part II.
~~Part II.~~
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22	24
Item 6.	[Reserved]		~~Selected Financial Data~~25			25
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			43	39
Item 8.			Financial Statements and Supplementary Data			43	39
Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			44	39
Item 9A.			Controls and Procedures			44	40
Item 9B.			Other Information			44	40
Part III.
~~Part III.~~
Item 10.		Directors, Executive Officers and Corporate Governance		44	42
Item 11.			Executive Compensation			45	42
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			45	42
Item 13.			Certain Relationships and Related Transactions, and Director Independence			45	42
Item 14.			Principal ~~Accountant~~Accounting Fees and Services			45	42
Part IV.
~~Part IV.~~
Item 15.		Exhibits and Financial Statement Schedules		45	43
Item 16.			Form 10-K Summary			89	84
Signatures						90	85


Location					Approximate Square Footage	~~Description of Use~~
~~Austria~~	~~93,000~~		~~Manufacturing, Design~~
~~Belgium~~	~~66,000~~		~~Design~~
~~Brazil~~⁽²⁾	~~287,000~~		~~Manufacturing~~
~~Canada~~	~~12,000~~		~~Design~~
~~China~~^{(2), (3)}	~~21,955,000~~		~~Manufacturing, Prototype Manufacturing, Design, Support, Storage~~
~~Finland~~	~~12,000~~		~~Design~~
~~France~~	~~100,000~~		~~Manufacturing~~
~~Germany~~	~~223,000~~		~~Design, Manufacturing, Support~~
~~Hungary~~⁽²⁾	~~1,207,000~~		~~Manufacturing, Storage~~
~~India~~⁽¹⁾	~~641,000~~		~~Manufacturing, Support, Storage~~
~~Indonesia~~	~~210,000~~		~~Manufacturing~~
~~Ireland~~	~~353,000~~		~~Manufacturing~~
~~Israel~~	~~130,000~~		~~Manufacturing~~
~~Italy~~	~~331,000~~		~~Manufacturing, Storage~~
~~Japan~~	~~63,000~~		~~Manufacturing, Support~~
~~Malaysia~~	~~1,360,000~~		~~Manufacturing, Support, Storage~~
~~Mexico~~	~~3,304,000~~		~~Manufacturing, Support, Storage~~
~~The Netherlands~~	~~420,000~~		~~Manufacturing~~
~~Poland~~	~~705,000~~		~~Manufacturing, Storage~~
~~Russia~~⁽²⁾	~~64,000~~		~~Manufacturing~~
~~Scotland~~⁽²⁾	~~143,000~~		~~Manufacturing, Support~~
~~Singapore~~	~~214,000~~		~~Manufacturing, Design, Storage, Support~~
~~South Africa~~⁽²⁾	~~32,000~~		~~Manufacturing, Support~~
~~South Korea~~	~~1,000~~		~~Support~~
~~Spain~~	~~807,000~~		~~Manufacturing, Storage, Design, Support~~
~~Taiwan~~	~~1,185,000~~		~~Manufacturing, Design, Support~~
~~Ukraine~~	~~225,000~~		~~Manufacturing~~
~~United States~~⁽²⁾	~~7,637,000~~		~~Manufacturing, Prototype Manufacturing, Design, Prototype Design, Support, Storage~~
~~Vietnam~~	~~292,000~~		~~Manufacturing~~

~~Total as of August 31, 2017~~ Asia		33		~~42,072,000~~
Americas		13
Europe		4
Total(1)(2)		50


	High		Low
Fiscal Year Ended August 31, 2017
First Quarter (September 1, 2016 – November 30, 2016)	$	23.85	$	20.32
Second Quarter (December 1, 2016 – February 28, 2017)	$	26.34	$	20.43
Third Quarter (March 1, 2017 – May 31, 2017)	$	30.00	$	25.69
Fourth Quarter (June 1, 2017 – August 31, 2017)	$	31.70	$	28.27
Fiscal Year Ended August 31, 2016
First Quarter (September 1, 2015 – November 30, 2015)	$	25.69	$	18.43
Second Quarter (December 1, 2015 – February 29, 2016)	$	26.00	$	18.09
Third Quarter (March 1, 2016 – May 31, 2016)	$	22.00	$	16.78
Fourth Quarter (June 1, 2016 – August 31, 2016)	$	21.25	$	17.27


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program(2)(3)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)(2)(3)
June 1, 2022 - June 30, 2022	1,819,451	$	57.39	1,817,573	$	378
July 1, 2022 - July 31, 2022	930,339	$	52.12	922,590	$	330
August 1, 2022 - August 31, 2022	1,091,549	$	61.59	1,091,549	$	263
Total	3,841,339	$	57.31	3,831,712

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

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


	Fiscal Year Ended August 31,
	2017			2016			2015
EMS		58	%		60	%		60	%
DMS		42	%		40	%		40	%

Total		100	%		100	%		100	%


	Fiscal Year Ended August 31,
	2022		2021		2020
Apple, Inc.	19	%	22	%	20	%


Region						Number of Employees
Asia						182
Americas						51
Europe						17
Total(1)						250


	Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
	(in thousands, except for per share data)
Fiscal year 2017:	October 20, 2016	$	0.08	$	15,248	November 15, 2016	December 1, 2016
	January 26, 2017	$	0.08	$	15,051	February 15, 2017	March 1, 2017
	April 20, 2017	$	0.08	$	14,840	May 15, 2017	June 1, 2017
	July 20, 2017	$	0.08	$	14,698	August 15, 2017	September 1, 2017

Fiscal year 2016:	October 14, 2015	$	0.08	$	15,906	November 16, 2015	December 1, 2015
	January 21, 2016	$	0.08	$	15,947	February 16, 2016	March 1, 2016
	April 21, 2016	$	0.08	$	15,940	May 16, 2016	June 1, 2016
	July 21, 2016	$	0.08	$	15,575	August 15, 2016	September 1, 2016


August 31	2012		2013		2014		2015		2016		2017
Jabil Inc.		100		102		98		89		99		149
S&P 400 Index – Total Returns		100		124		152		152		171		192
Peer Group		100		105		164		144		149		238


August 31	2017		2018		2019		2020		2021		2022
Jabil Inc.	$	100	$	95	$	94	$	113	$	205	$	201
S&P MidCap 400 Index – Total Returns	$	100	$	120	$	112	$	117	$	169	$	152
Peer Group	$	100	$	73	$	56	$	65	$	102	$	98


Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program⁽¹⁾⁽²⁾		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in thousands)
June 1, 2017 – June 30, 2017		521,962	$	29.75		508,000	$	54,276
July 1, 2017 – July 31, 2017		1,060,826	$	29.89		1,051,600	$	472,854
August 1, 2017 – August 31, 2017		763,140	$	30.06		762,772	$	449,928

Total		2,345,928	$	29.91		2,322,372

⁽¹⁾	The purchases include amounts that are attributable to shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock awards and the exercise of stock options and stock appreciation rights, their tax withholding obligations.


~~Delaware~~


	August 31,
	2017			2016		2015		2014		2013
	(in thousands)
Consolidated Balance Sheets Data:
Working capital	$	(243,910	)	$	280,325	$	191,168	$	1,037,920	$	955,811

Total assets	$	11,095,995		$	10,322,677	$	9,591,600	$	8,479,746	$	9,153,781

Current installments of notes payable, long-term debt and capital lease obligations	$	445,498		$	45,810	$	322,966	$	12,960	$	215,448

Notes payable, long-term debt and capital lease obligations, less current installments	$	1,632,592		$	2,074,012	$	1,335,818	$	1,669,585	$	1,690,418

Total Jabil Inc. stockholders’ equity	$	2,353,514		$	2,438,171	$	2,314,856	$	2,241,828	$	2,335,287

Cash dividends declared, per share	$	0.32		$	0.32	$	0.32	$	0.32	$	0.32


	Fiscal Year Ended August 31,						Change
(dollars in millions)	2022		2021		2020		2022 vs. 2021		2021 vs. 2020



Net revenue	$	33,478	$	29,285	$	27,266	14.3	%	7.4	%


	Fiscal Year Ended August 31,						Change
(in millions)	2022		2021		2020		2022 vs. 2021		2021 vs. 2020
Selling, general and administrative	$	1,154	$	1,213	$	1,175	$	(59)	$	38


	Fiscal Year Ended August 31,
(in millions)	2022(1)		2021		2020
Employee severance and benefit costs	$	18	$	5	$	94
Lease costs	—		(1)		8
Asset write-off costs	—		5		33
Other costs	—		1		22
Total restructuring, severance and related charges(2)	$	18	$	10	$	157


	Fiscal Year Ended August 31,
	2017⁽²⁾		2016⁽³⁾
Employee severance and benefit costs	$	56,834	$	8,845
Lease costs		3,966		(43	)
Asset write-off costs		94,346		1,170
Other related costs		5,249		1,397

Total restructuring and related charges⁽¹⁾	$	160,395	$	11,369


	Fiscal Year Ended August 31,
(in millions, except for per share data)	2022		2021		2020
Operating income (U.S. GAAP)	$	1,393	$	1,055	$	500
Amortization of intangibles	34		47		56
Stock-based compensation expense and related charges	81		102		83
Restructuring, severance and related charges(1)	18		10		157
Distressed customer charge	—		—		15
Net periodic benefit cost(2)	17		24		16

Business interruption and impairment charges, net	—		(1)		6



Acquisition and integration charges	—		4		31


Adjustments to operating income	150		186		364
Core operating income (Non-GAAP)	$	1,543	$	1,241	$	864
Net income attributable to Jabil Inc. (U.S. GAAP)	$	996	$	696	$	54
Adjustments to operating income	150		186		364
Loss on debt extinguishment(3)	4		—		—
(Gain) loss on securities	—		(2)		49
Net periodic benefit cost(2)	(17)		(24)		(16)
Adjustment for taxes(4)	(28)		(3)		(1)
Core earnings (Non-GAAP)	$	1,105	$	853	$	450

Diluted earnings per share (U.S. GAAP)	$	6.90	$	4.58	$	0.35

Diluted core earnings per share (Non-GAAP)	$	7.65	$	5.61	$	2.90

Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)	144.4		152.1		155.3


	Fiscal Year 2017												Fiscal Year 2016
	Aug. 31, 2017			May 31, 2017			Feb. 28, 2017			Nov. 30, 2016			Aug. 31, 2016			May 31, 2016			Feb. 29, 2016			Nov. 30, 2015
	(in thousands, except for per share data)
Net revenue	$	5,023,029		$	4,489,557		$	4,445,637		$	5,104,898		$	4,430,763		$	4,310,752		$	4,403,594		$	5,207,977
Cost of revenue		4,597,211			4,163,142			4,083,733			4,673,392			4,107,114			3,989,665			4,004,161			4,724,442

Gross profit		425,818			326,415			361,904			431,506			323,649			321,087			399,433			483,535
Operating expenses:
Selling, general and administrative		241,823			233,884			217,943			214,052			208,334			239,646			224,905			251,547
Research and development		7,698			7,274			7,085			7,623			7,521			7,675			8,465			8,292
Amortization of intangibles		9,262			9,174			8,766			8,322			10,971			9,711			8,599			7,840
Restructuring and related charges		46,866			32,700			44,927			35,902			3,020			4,460			2,535			1,353
Loss on disposal of subsidiaries		2,112			—			—			—			—			—			—			—

Operating income		118,057			43,383			83,183			165,607			93,803			59,595			154,929			214,503
Other expense		4,576			15,821			3,371			4,680			2,034			2,412			2,167			1,765
Interest income		(4,118	)		(3,663	)		(2,289	)		(2,455	)		(2,475	)		(2,302	)		(2,287	)		(2,064	)
Interest expense		35,987			35,443			33,800			32,844			34,027			35,212			34,262			33,035

Income (loss) before income tax		81,612			(4,218	)		48,301			130,538			60,217			24,273			120,787			181,767
Income tax expense		35,571			21,481			28,177			43,837			21,510			18,434			42,354			49,852

Net income (loss)		46,041			(25,699	)		20,124			86,701			38,707			5,839			78,433			131,915

Net income (loss) attributable to noncontrolling interests, net of tax		362			(418	)		(541	)		(1,326	)		642			626			(497	)		30

Net income (loss) attributable to Jabil Inc.	$	45,679		$	(25,281	)	$	20,665		$	88,027		$	38,065		$	5,213		$	78,930		$	131,885

Earnings (loss) per share attributable to the stockholders of Jabil Inc.
Basic	$	0.26		$	(0.14	)	$	0.11		$	0.48		$	0.20		$	0.03		$	0.41		$	0.69

Diluted	$	0.25		$	(0.14	)	$	0.11		$	0.47		$	0.20		$	0.03		$	0.41		$	0.68

Weighted average shares outstanding:
Basic		178,697			181,038			182,632			185,292			189,139			191,206			190,957			190,355

Diluted		182,977			181,038			185,010			187,856			191,602			193,069			193,294			193,243


	Fiscal Year 2017												Fiscal Year 2016
	Aug. 31, 2017			May 31, 2017			Feb. 28, 2017			Nov. 30, 2016			Aug. 31, 2016			May 31, 2016			Feb. 29, 2016			Nov. 30, 2015
Net revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue		91.5			92.7			91.9			91.5			92.7			92.6			90.9			90.7

Gross profit		8.5			7.3			8.1			8.5			7.3			7.4			9.1			9.3
Operating expenses:
Selling, general and administrative		4.8			5.2			4.9			4.2			4.7			5.5			5.1			4.8
Research and development		0.2			0.2			0.2			0.2			0.2			0.2			0.2			0.2
Amortization of intangibles		0.2			0.2			0.2			0.2			0.2			0.2			0.2			0.2
Restructuring and related charges		0.9			0.7			1.0			0.7			0.1			0.1			0.1			0.0
Loss on disposal of subsidiaries		0.0			—			—			—			—			—			—			—

Operating income		2.4			1.0			1.8			3.2			2.1			1.4			3.5			4.1
Other expense		0.1			0.4			0.1			0.1			0.0			0.1			0.0			0.0
Interest income		(0.1	)		(0.1	)		(0.1	)		(0.1	)		—			(0.1	)		(0.1	)		(0.0	)
Interest expense		0.7			0.8			0.8			0.6			0.8			0.8			0.8			0.6

Income (loss) before income tax		1.7			(0.1	)		1.0			2.6			1.3			0.6			2.8			3.5
Income tax expense		0.7			0.5			0.6			0.9			0.5			0.4			1.0			1.0

Net income (loss)		1.0			(0.6	)		0.4			1.7			0.8			0.2			1.8			2.5
Net income (loss) attributable to noncontrolling interests, net of tax		0.0			(0.0	)		(0.0	)		(0.0	)		0.0			0.0			(0.0	)		0.0

Net income (loss) attributable to Jabil Inc.		1.0	%		(0.6	)%		0.4	%		1.7	%		0.8	%		0.2	%		1.8	%		2.5	%


	Three Months Ended
(in millions, except for per share data)	August 31, 2022		August 31, 2021
Net revenue	$	9,030	$	7,409
Gross profit	$	729	$	587
Operating income	$	409	$	265
Net income	$	315	$	175
Net income attributable to Jabil Inc.	$	315	$	175
Earnings per share attributable to the stockholders of Jabil Inc.:
Basic	$	2.30	$	1.20
Diluted	$	2.25	$	1.16


														Borrowings						Total notes
														under						payable
	7.750%			8.250%			5.625%		4.700%		4.900%			revolving			Borrowings			and
	Senior			Senior			Senior		Senior		Senior			credit			under			credit
	Notes			Notes⁽¹⁾			Notes		Notes		Notes			facilities⁽²⁾			loans⁽³⁾			facilities
Balance as of August 31, 2015	$	309,511		$	397,599	��	$	395,321	$	495,387	$	—		$	323		$	30,410		$	1,628,551
2016 borrowings		—			—			—		—		300,000			6,104,063			500,000			6,904,063
2016 payments		(312,000	)		—			—		—		—			(6,104,327	)		(28,440	)		(6,444,767	)
Other		2,489			953			891		654		(1,671	)		(59	)		240			3,497

Balance as of August 31, 2016		—			398,552			396,212		496,041		298,329			—			502,210			2,091,344
2017 borrowings		—			—			—		—		—			7,434,107			—			7,434,107
2017 payments		—			—			—		—		—			(7,434,107	)		(43,922	)		(7,478,029	)
Other		—			954			892		655		242			—			107			2,850

Balance as of August 31, 2017	$	—		$	399,506		$	397,104	$	496,696	$	298,571		$	—		$	458,395		$	2,050,272

Maturity Date		July 15, 2016			March 15, 2018			Dec.15, 2020		Sept.15, 2022		July 14, 2023			July 6, 2020⁽²⁾			July 6, 2020⁽³⁾
Original Facility/ Maximum Capacity		$312.0 million			$400.0 million			$400.0 million		$500.0 million		$300.0 million			$1.9 billion⁽²⁾			$502.6 million⁽³⁾


(in millions)	4.700% Senior Notes(1)		4.900% Senior Notes		3.950% Senior Notes		3.600% Senior Notes		3.000% Senior Notes		1.700% Senior Notes		4.250% Senior Notes(1)		Borrowings under revolving credit facilities(2)		Borrowings under loans		Total notes payable and credit facilities
Balance as of August 31, 2020	$	499	$	299	$	495	$	495	$	590	$	—	$	—	$	—	$	350	$	2,728
Borrowings	—		—		—		—		—		500		—		1,224		—		1,724
Payments	—		—		—		—		—		—		—		(1,224)		(350)		(1,574)
Other	—		1		1		—		1		(4)		—		—		1		—
Balance as of August 31, 2021	499		300		496		495		591		496		—		—		1		2,878
Borrowings	—		—		—		—		—		—		498		3,269		—		3,767
Payments	(500)		—		—		—		—		—		—		(3,269)		(1)		(3,770)
Other	1		—		1		1		1		1		(5)		—		—		—
Balance as of August 31, 2022	$	—	$	300	$	497	$	496	$	592	$	497	$	493	$	—	$	—	$	2,875
Maturity Date	Sep 15, 2022		Jul 14, 2023		Jan 12, 2028		Jan 15, 2030		Jan 15, 2031		Apr 15, 2026		May 15, 2027		Jan 22, 2024 and Jan 22, 2026		Jul 31, 2026
Original Facility/ Maximum Capacity(2)	$500 million		$300 million		$500 million		$500 million		$600 million		$500 million		$500 million		$3.8 billion(2)		$2 million

⁽¹⁾	We believe that our cash on hand and available borrowing under our credit facilities will be adequate to fund the payment of the 8.250% Senior Notes. However, we anticipate that we will enter into a new borrowing agreement to repay our 8.250% Senior Notes prior to maturity.


	~~Maximum Amount of~~ ~~Net Cash Proceeds~~⁽¹⁾		~~Expiration~~ ~~Date~~
~~North American~~⁽²⁾	$	~~200.0 million~~	~~October 20, 2017~~
~~Foreign~~	$	~~400.0 million~~	~~May 1, 2018~~


Program	Maximum Amount(1)			Type of Facility	Expiration Date
A	$	700		Uncommitted	December 5, 2022	(2)
B	$	150		Uncommitted	November 30, 2022
C	400		CNY	Uncommitted	August 31, 2023
D	$	150		Uncommitted	May 4, 2023	(3)
E	$	150		Uncommitted	January 25, 2023	(3)
F	$	50		Uncommitted	February 23, 2023	(4)
G	$	100		Uncommitted	August 10, 2023	(3)
H	$	550		Uncommitted	December 4, 2022	(5)
I	$	135		Uncommitted	April 11, 2023	(6)
J	100		CHF	Uncommitted	December 5, 2022	(2)
K	$	65		Uncommitted	January 23, 2023


~~Program~~		~~Maximum~~ ~~Amount~~⁽¹⁾	~~Type of~~ ~~Facility~~	~~Expiration~~ ~~Date~~
A	~~$756.5 million~~⁽²⁾	~~Uncommitted~~	~~August 31, 2022~~
B	~~$150.0 million~~	~~Uncommitted~~	~~August 31, 2018~~
C	~~800.0 million CNY~~	~~Uncommitted~~	~~February 15, 2018~~
D	~~$100.0 million~~	~~Uncommitted~~	~~November 1, 2018~~⁽³⁾
E	~~$50.0 million~~	~~Uncommitted~~	~~August 25, 2018~~


	Dividends Paid(1)		Share Repurchases(2)		Total
Fiscal years 2016 – 2020	$	283	$	1,468	$	1,751
Fiscal year 2021	$	50	$	428	$	478
Fiscal year 2022	$	48	$	696	$	744
Total	$	381	$	2,592	$	2,973


	Dividends Paid⁽¹⁾		Share Repurchases⁽²⁾		Total
Fiscal year 2016	$	62,436	$	148,185	$	210,621
Fiscal year 2017		59,959		306,397		366,356

Total	$	122,395	$	454,582	$	576,977


	Payments due by period (in thousands)
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Notes payable, long-term debt and capital lease obligations	$	2,078,090	$	445,498	$	415,689	$	400,870	$	816,033
Future interest on notes payable, long-term debt and capital lease obligations⁽¹⁾		344,313		91,690		144,205		86,171		22,247
Operating lease obligations		533,366		101,186		160,963		112,872		158,345
Non-cancelable purchase order obligations⁽²⁾		245,692		245,028		664		—		—
Pension and postretirement contributions and payments⁽³⁾		10,475		3,338		1,129		1,359		4,649

Total contractual cash obligations⁽⁴⁾	$	3,211,936	$	886,740	$	722,650	$	601,272	$	1,001,274


	Payments due by period (in millions)
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Notes payable and long-term debt	$	2,875	$	300	$	—	$	990	$	1,585
Future interest on notes payable and long-term debt(1)	535		98		171		154		112
Operating lease obligations(2)	587		130		180		103		174
Finance lease obligations(2)(3)	338		126		109		89		14
Non-cancelable purchase order obligations(4)	759		539		187		33		—
Pension and postretirement contributions and payments(5)	51		27		4		5		15
Other(6)	51		25		16		10		—
Total contractual obligations(7)	$	5,196	$	1,245	$	667	$	1,384	$	1,900

⁽¹⁾	Consists of interest on notes payable, long-term debt and capital lease obligations outstanding as of August 31, 2017. Certain of our notes payable and long-term debt pay interest at variable rates. We have applied estimated interest rates to determine the value of these expected future interest payments.