UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~May 31, 2022~~February 28, 2023


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

For the transition period from to

Commission File Number: 001-14063

JABIL INC.

(Exact name of registrant as specified in its charter)


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

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

(727) 577-9749

(Registrant’s telephone number, including area code)

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


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

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

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

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


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

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

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

As of ~~June 21, 2022,~~March 29, 2023, there were ~~137,554,586~~132,684,313 shares of the registrant’s Common Stock outstanding.

Table of Contents

JABIL INC. AND SUBSIDIARIES INDEX


Part I – Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021~~2022	1
	Condensed Consolidated Statements of Operations for the three ~~months and~~ ~~nine~~ months and six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~	2
	Condensed Consolidated Statements of Comprehensive Income for the three months ~~and~~ ~~nine~~and six months ~~months~~ ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three months and six months ~~nine~~ ~~months~~ ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~	4
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

Part II – Other Information
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2928
Item 3.	Defaults Upon Senior Securities	3028
Item 4.	Mine Safety Disclosures	3028
Item 5.	Other Information	3028
Item 6.	Exhibits	3129
	Signatures	3331

Table of Contents

PART I—FINANCIAL INFORMATION


Item 1.			Financial Statements

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except for share data)


		May 31, 2022 (Unaudited)		August 31, 2021			February 28, 2023 (Unaudited)		August 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,070	$	1,567	Cash and cash equivalents	$	1,200	$	1,478
Accounts receivable, net of allowance for doubtful accounts		3,193		3,141
Accounts receivable, net of allowance for credit losses						Accounts receivable, net of allowance for credit losses	3,715		3,995
Contract assets	Contract assets	1,276		998		Contract assets	1,175		1,196
Inventories, net	Inventories, net	5,981		4,414		Inventories, net	6,519		6,128

Prepaid expenses and other current assets	Prepaid expenses and other current assets	952		757		Prepaid expenses and other current assets	1,172		1,111
Total current assets	Total current assets	12,472		10,877		Total current assets	13,781		13,908
Property, plant and equipment, net of accumulated depreciation of $5,482 as of May 31, 2022 and $5,033 as of August 31, 2021		3,894		4,075
Property, plant and equipment, net of accumulated depreciation of $5,963 as of February 28, 2023 and $5,624 as of August 31, 2022						Property, plant and equipment, net of accumulated depreciation of $5,963 as of February 28, 2023 and $5,624 as of August 31, 2022	3,903		3,954
Operating lease right-of-use asset	Operating lease right-of-use asset	481		390		Operating lease right-of-use asset	501		500
Goodwill	Goodwill	711		715		Goodwill	710		704
Intangible assets, net of accumulated amortization of $464 as of May 31, 2022 and $442 as of August 31, 2021		167		182
Intangible assets, net of accumulated amortization of $489 as of February 28, 2023 and $471 as of August 31, 2022						Intangible assets, net of accumulated amortization of $489 as of February 28, 2023 and $471 as of August 31, 2022	142		158
Deferred income taxes	Deferred income taxes	174		176		Deferred income taxes	217		199
Other assets	Other assets	272		239		Other assets	313		294
Total assets	Total assets	$	18,171	$	16,654	Total assets	$	19,567	$	19,717
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current installments of notes payable and long-term debt	Current installments of notes payable and long-term debt	$	1	$	—	Current installments of notes payable and long-term debt	$	323	$	300
Accounts payable	Accounts payable	7,082		6,841		Accounts payable	6,965		8,006

Accrued expenses	Accrued expenses	4,744		3,734		Accrued expenses	5,866		5,272
Current operating lease liabilities	Current operating lease liabilities	115		108		Current operating lease liabilities	128		119
Total current liabilities	Total current liabilities	11,942		10,683		Total current liabilities	13,282		13,697
Notes payable and long-term debt, less current installments	Notes payable and long-term debt, less current installments	2,874		2,878		Notes payable and long-term debt, less current installments	2,577		2,575
Other liabilities	Other liabilities	289		334		Other liabilities	297		272
Non-current operating lease liabilities	Non-current operating lease liabilities	405		333		Non-current operating lease liabilities	405		417
Income tax liabilities	Income tax liabilities	190		178		Income tax liabilities	206		182
Deferred income taxes	Deferred income taxes	114		111		Deferred income taxes	126		122
Total liabilities	Total liabilities	15,814		14,517		Total liabilities	16,893		17,265
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Equity:	Equity:					Equity:
Jabil Inc. stockholders’ equity:	Jabil Inc. stockholders’ equity:					Jabil Inc. stockholders’ equity:
Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding	Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding	—		—		Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding	—		—
Common stock, $0.001 par value, authorized 500,000,000 shares; 270,407,585 and 267,418,092 shares issued and 138,851,189 and 144,496,077 shares outstanding as of May 31, 2022 and August 31, 2021, respectively		—		—
Common stock, $0.001 par value, authorized 500,000,000 shares; 273,531,447 and 270,891,715 shares issued and 133,238,368 and 135,493,980 shares outstanding as of February 28, 2023 and August 31, 2022, respectively						Common stock, $0.001 par value, authorized 500,000,000 shares; 273,531,447 and 270,891,715 shares issued and 133,238,368 and 135,493,980 shares outstanding as of February 28, 2023 and August 31, 2022, respectively	—		—
Additional paid-in capital	Additional paid-in capital	2,622		2,533		Additional paid-in capital	2,742		2,655
Retained earnings	Retained earnings	3,333		2,688		Retained earnings	4,046		3,638
Accumulated other comprehensive loss		(20)		(25)
Treasury stock at cost, 131,556,396 and 122,922,015 shares as of May 31, 2022 and August 31, 2021, respectively		(3,579)		(3,060)
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	9		(42)
Treasury stock at cost, 140,293,079 and 135,397,735 shares as of February 28, 2023 and August 31, 2022, respectively						Treasury stock at cost, 140,293,079 and 135,397,735 shares as of February 28, 2023 and August 31, 2022, respectively	(4,124)		(3,800)
Total Jabil Inc. stockholders’ equity	Total Jabil Inc. stockholders’ equity	2,356		2,136		Total Jabil Inc. stockholders’ equity	2,673		2,451
Noncontrolling interests	Noncontrolling interests	1		1		Noncontrolling interests	1		1
Total equity	Total equity	2,357		2,137		Total equity	2,674		2,452
Total liabilities and equity	Total liabilities and equity	$	18,171	$	16,654	Total liabilities and equity	$	19,567	$	19,717

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for per share data)

(Unaudited)


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Net revenue	Net revenue	$	8,328	$	7,215	$	24,448	$	21,876	Net revenue	$	8,134	$	7,553	$	17,769	$	16,120
Cost of revenue	Cost of revenue	7,709		6,647		22,545		20,104		Cost of revenue	7,473		6,944		16,365		14,836
Gross profit	Gross profit	619		568		1,903		1,772		Gross profit	661		609		1,404		1,284
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative	Selling, general and administrative	282		305		870		914		Selling, general and administrative	285		280		604		588
Research and development	Research and development	8		10		25		27		Research and development	8		8		17		17
Amortization of intangibles	Amortization of intangibles	8		12		24		35		Amortization of intangibles	9		8		17		16
Restructuring, severance and related charges	Restructuring, severance and related charges	—		1		—		6		Restructuring, severance and related charges	—		—		45		—
Operating income										Operating income	359		313		721		663

Operating income		321		240		984		790
Loss on debt extinguishment		4		—		4		—
Gain on securities		—		(2)		—		(2)

Other expense (income)	Other expense (income)	1		(4)		(2)		(7)		Other expense (income)	17		(4)		32		(3)
Interest income	Interest income	(1)		(1)		(2)		(5)		Interest income	(17)		—		(30)		(1)
Interest expense	Interest expense	39		34		105		97		Interest expense	72		33		133		66
Income before income tax	Income before income tax	278		213		879		707		Income before income tax	287		284		586		601
Income tax expense	Income tax expense	60		43		198		184		Income tax expense	80		62		156		138
Net income	Net income	218		170		681		523		Net income	207		222		430		463
Net income attributable to noncontrolling interests, net of tax	Net income attributable to noncontrolling interests, net of tax	—		1		—		2		Net income attributable to noncontrolling interests, net of tax	—		—		—		—
Net income attributable to Jabil Inc.	Net income attributable to Jabil Inc.	$	218	$	169	$	681	$	521	Net income attributable to Jabil Inc.	$	207	$	222	$	430	$	463
Earnings per share attributable to the stockholders of Jabil Inc.:	Earnings per share attributable to the stockholders of Jabil Inc.:									Earnings per share attributable to the stockholders of Jabil Inc.:
Basic	Basic	$	1.55	$	1.14	$	4.77	$	3.49	Basic	$	1.55	$	1.55	$	3.21	$	3.22
Diluted	Diluted	$	1.52	$	1.12	$	4.67	$	3.41	Diluted	$	1.52	$	1.51	$	3.14	$	3.15
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	140.4		148.1		142.6		149.5		Basic	133.6		143.5		134.2		143.8
Diluted	Diluted	143.3		152.0		145.8		152.8		Diluted	136.3		146.4		137.1		147.0

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Net income	Net income	$	218	$	170	$	681	$	523	Net income	$	207	$	222	$	430	$	463
Other comprehensive income:
Other comprehensive income (loss):										Other comprehensive income (loss):
Change in foreign currency translation	Change in foreign currency translation	(9)		15		(20)		26		Change in foreign currency translation	14		16		18		(11)
Change in derivative instruments:	Change in derivative instruments:									Change in derivative instruments:
Change in fair value of derivatives	Change in fair value of derivatives	6		8		31		64		Change in fair value of derivatives	18		19		(7)		25
Adjustment for net losses (gains) realized and included in net income	Adjustment for net losses (gains) realized and included in net income	9		(4)		6		(41)		Adjustment for net losses (gains) realized and included in net income	1		(5)		44		(3)
Total change in derivative instruments	Total change in derivative instruments	15		4		37		23		Total change in derivative instruments	19		14		37		22

Actuarial loss	Actuarial loss	(5)		—		(15)		—		Actuarial loss	(2)		(5)		(5)		(10)
Prior service credit	Prior service credit	1		—		3		—		Prior service credit	—		1		1		2
Total other comprehensive income	Total other comprehensive income	2		19		5		49		Total other comprehensive income	31		26		51		3
Comprehensive income	Comprehensive income	$	220	$	189	$	686	$	572	Comprehensive income	$	238	$	248	$	481	$	466
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	—		1		—		2		Comprehensive income attributable to noncontrolling interests	—		—		—		—
Comprehensive income attributable to Jabil Inc.	Comprehensive income attributable to Jabil Inc.	$	220	$	188	$	686	$	570	Comprehensive income attributable to Jabil Inc.	$	238	$	248	$	481	$	466

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

(Unaudited)


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Total stockholders' equity, beginning balances	Total stockholders' equity, beginning balances	$	2,338	$	2,102	$	2,137	$	1,825	Total stockholders' equity, beginning balances	$	2,530	$	2,207	$	2,452	$	2,137

Common stock:	Common stock:	—		—		—		—		Common stock:	—		—		—		—
Additional paid-in capital:	Additional paid-in capital:									Additional paid-in capital:
Beginning balances	Beginning balances	2,608		2,488		2,533		2,414		Beginning balances	2,696		2,567		2,655		2,533
Shares issued under employee stock purchase plan	Shares issued under employee stock purchase plan	—		—		26		20		Shares issued under employee stock purchase plan	27		26		27		26

Purchase of noncontrolling interest		—		(14)		—		(14)

Recognition of stock-based compensation	Recognition of stock-based compensation	14		17		63		71		Recognition of stock-based compensation	19		15		60		49
Ending balances	Ending balances	2,622		2,491		2,622		2,491		Ending balances	2,742		2,608		2,742		2,608
Retained earnings:	Retained earnings:									Retained earnings:
Beginning balances	Beginning balances	3,127		2,368		2,688		2,041		Beginning balances	3,849		2,917		3,638		2,688
Declared dividends	Declared dividends	(12)		(12)		(36)		(37)		Declared dividends	(10)		(12)		(22)		(24)

Net income attributable to Jabil Inc.	Net income attributable to Jabil Inc.	218		169		681		521		Net income attributable to Jabil Inc.	207		222		430		463
Ending balances	Ending balances	3,333		2,525		3,333		2,525		Ending balances	4,046		3,127		4,046		3,127
Accumulated other comprehensive (loss) income:	Accumulated other comprehensive (loss) income:									Accumulated other comprehensive (loss) income:
Beginning balances	Beginning balances	(22)		(4)		(25)		(34)		Beginning balances	(22)		(48)		(42)		(25)
Other comprehensive income		2		19		5		49
Total other comprehensive income										Total other comprehensive income	31		26		51		3
Ending balances	Ending balances	(20)		15		(20)		15		Ending balances	9		(22)		9		(22)
Treasury stock:	Treasury stock:									Treasury stock:
Beginning balances	Beginning balances	(3,376)		(2,763)		(3,060)		(2,610)		Beginning balances	(3,994)		(3,230)		(3,800)		(3,060)
Purchases of treasury stock under employee stock plans	Purchases of treasury stock under employee stock plans	—		—		(44)		(21)		Purchases of treasury stock under employee stock plans	(3)		(1)		(36)		(44)
Treasury shares purchased	Treasury shares purchased	(203)		(130)		(475)		(262)		Treasury shares purchased	(127)		(145)		(288)		(272)
Ending balances	Ending balances	(3,579)		(2,893)		(3,579)		(2,893)		Ending balances	(4,124)		(3,376)		(4,124)		(3,376)
Noncontrolling interests:	Noncontrolling interests:									Noncontrolling interests:
Beginning balances	Beginning balances	1		13		1		14		Beginning balances	1		1		1		1
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	—		1		—		2		Net income attributable to noncontrolling interests	—		—		—		—

Purchase of noncontrolling interest		—		(13)		—		(13)
Declared dividends to noncontrolling interests		—		—		—		(2)

Ending balances	Ending balances	1		1		1		1		Ending balances	1		1		1		1
Total stockholders' equity, ending balances	Total stockholders' equity, ending balances	$	2,357	$	2,139	$	2,357	$	2,139	Total stockholders' equity, ending balances	$	2,674	$	2,338	$	2,674	$	2,338

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


		Nine months ended					Six months ended
		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022
Cash flows provided by operating activities:	Cash flows provided by operating activities:					Cash flows provided by operating activities:
Net income	Net income	$	681	$	523	Net income	$	430	$	463
Depreciation, amortization, and other, net	Depreciation, amortization, and other, net	768		730		Depreciation, amortization, and other, net	514		524

Change in operating assets and liabilities, exclusive of net assets acquired	Change in operating assets and liabilities, exclusive of net assets acquired	(704)		(582)		Change in operating assets and liabilities, exclusive of net assets acquired	(364)		(787)

Net cash provided by operating activities	Net cash provided by operating activities	745		671		Net cash provided by operating activities	580		200
Cash flows used in investing activities:	Cash flows used in investing activities:					Cash flows used in investing activities:
Acquisition of property, plant and equipment	Acquisition of property, plant and equipment	(1,068)		(878)		Acquisition of property, plant and equipment	(637)		(704)
Proceeds and advances from sale of property, plant and equipment	Proceeds and advances from sale of property, plant and equipment	470		287		Proceeds and advances from sale of property, plant and equipment	169		430
Cash paid for business and intangible asset acquisitions, net of cash	Cash paid for business and intangible asset acquisitions, net of cash	(18)		(50)		Cash paid for business and intangible asset acquisitions, net of cash	—		(18)

Other, net	Other, net	—		(3)		Other, net	(16)		—
Net cash used in investing activities	Net cash used in investing activities	(616)		(644)		Net cash used in investing activities	(484)		(292)
Cash flows used in financing activities:	Cash flows used in financing activities:					Cash flows used in financing activities:
Borrowings under debt agreements	Borrowings under debt agreements	2,621		1,081		Borrowings under debt agreements	2,021		984
Payments toward debt agreements	Payments toward debt agreements	(2,707)		(908)		Payments toward debt agreements	(2,070)		(1,038)
Payments to acquire treasury stock	Payments to acquire treasury stock	(475)		(262)		Payments to acquire treasury stock	(288)		(272)
Dividends paid to stockholders	Dividends paid to stockholders	(37)		(38)		Dividends paid to stockholders	(23)		(25)
Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan	Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan	26		20		Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan	27		26
Treasury stock minimum tax withholding related to vesting of restricted stock	Treasury stock minimum tax withholding related to vesting of restricted stock	(44)		(21)		Treasury stock minimum tax withholding related to vesting of restricted stock	(36)		(44)
Other, net	Other, net	(23)		(49)		Other, net	(2)		(12)
Net cash used in financing activities	Net cash used in financing activities	(639)		(177)		Net cash used in financing activities	(371)		(381)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	13		(3)		Effect of exchange rate changes on cash and cash equivalents	(3)		(1)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(497)		(153)		Net decrease in cash and cash equivalents	(278)		(474)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	1,567		1,394		Cash and cash equivalents at beginning of period	1,478		1,567
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,070	$	1,241	Cash and cash equivalents at end of period	$	1,200	$	1,093

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the information set forth therein have been included. ~~Jabil Inc. (the “Company”) has made certain reclassification adjustments to conform prior periods’ Condensed Consolidated Financial Statements to the current presentation.~~ The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in the Annual Report on Form 10-K of Jabil Inc. (the “Company”) for the fiscal year ended August 31, ~~2021.~~2022. Results for the ~~nine~~six months ended ~~May 31, 2022~~February 28, 2023 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, ~~2022.~~2023.

2. Trade Accounts Receivable Sale Programs

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

As of ~~May 31, 2022,~~February 28, 2023, the Company may elect to sell receivables and the unaffiliated financial ~~institution~~institutions may elect to purchase specific accounts receivable at any one time up to a: (i) maximum aggregate amount available of ~~$2.0~~$2.1 billion under 9nine trade accounts receivable sale programs, (ii) maximum amount available of 400 million CNY under 1one trade accounts receivable sale program and (iii) maximum amount available of 100 million CHF under 1one trade accounts receivable sale program. The trade accounts receivable sale programs expire on various dates through 2025.

The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the trade accounts receivable sale programs. Servicing fees related to the trade accounts receivable sale programs recognized during the three months and ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~ were not material. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

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


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Trade accounts receivable sold(1)	Trade accounts receivable sold(1)	$	2,575	$	1,016	$	6,509	$	3,567	Trade accounts receivable sold(1)	$	2,922	$	1,966	$	6,450	$	3,934
Cash proceeds received	Cash proceeds received	$	2,572	$	1,015	$	6,504	$	3,565	Cash proceeds received	$	2,914	$	1,965	$	6,432	$	3,932
Pre-tax losses on sale of receivables(2)	Pre-tax losses on sale of receivables(2)	$	3	$	1	$	5	$	2	Pre-tax losses on sale of receivables(2)	$	8	$	1	$	18	$	2

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

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

3. Inventories

Inventories consist of the following (in millions):


		May 31, 2022		August 31, 2021			February 28, 2023		August 31, 2022
Raw materials	Raw materials	$	4,722	$	3,142	Raw materials	$	5,576	$	4,918
Work in process	Work in process	699		677		Work in process	499		687
Finished goods	Finished goods	646		680		Finished goods	522		605
Reserve for excess and obsolete inventory	Reserve for excess and obsolete inventory	(86)		(85)		Reserve for excess and obsolete inventory	(78)		(82)
Inventories, net	Inventories, net	$	5,981	$	4,414	Inventories, net	$	6,519	$	6,128

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4. Leases

During fiscal year ~~2022,~~2023, the Company entered into new operating and finance leases. The future minimum lease payments under these new leases as of ~~May 31, 2022~~February 28, 2023 were as follows (in millions):


		Payments due by period											Payments due by period
		Total		Less than 1 year		1-3 years		3-5 years		After 5 years			Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Operating lease obligations(1)	Operating lease obligations(1)	$	180	$	31	$	56	$	44	$	49	Operating lease obligations(1)	$	70	$	19	$	29	$	17	$	5
Finance lease obligations(1)	Finance lease obligations(1)	$	74	$	37	$	36	$	1	$	—	Finance lease obligations(1)	$	75	$	45	$	30	$	—	$	—

(1)Excludes ~~$33~~$204 million of payments related to operating and finance leases signed but not yet commenced. Of these excluded payments, $122 million relates to a variable interest entity (“VIE”), for which the Company is not the primary beneficiary. This is also the Company’s maximum exposure to loss related to the VIE. The Company expects the lease related to the VIE to commence in fiscal year 2024. Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.

5. Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021~~2022 are summarized below (in millions):


		Maturity Date	May 31, 2022		August 31, 2021			Maturity Date	February 28, 2023		August 31, 2022
4.700% Senior Notes(1)		Sep 15, 2022	$	—	$	499
4.900% Senior Notes	4.900% Senior Notes	Jul 14, 2023	300		300		4.900% Senior Notes	Jul 14, 2023	$	300	$	300
3.950% Senior Notes	3.950% Senior Notes	Jan 12, 2028	497		496		3.950% Senior Notes	Jan 12, 2028	497		497
3.600% Senior Notes	3.600% Senior Notes	Jan 15, 2030	496		495		3.600% Senior Notes	Jan 15, 2030	496		496
3.000% Senior Notes	3.000% Senior Notes	Jan 15, 2031	592		591		3.000% Senior Notes	Jan 15, 2031	593		592
1.700% Senior Notes	1.700% Senior Notes	Apr 15, 2026	496		496		1.700% Senior Notes	Apr 15, 2026	497		497
4.250% Senior Notes(1)		May 15, 2027	493		—
Borrowings under credit facilities(2)		Jan 22, 2024 and Jan 22, 2026	—		—
4.250% Senior Notes							4.250% Senior Notes	May 15, 2027	494		493
Borrowings under credit facilities(1)(2)							Borrowings under credit facilities(1)(2)	Jan 22, 2025 and Jan 22, 2027	23		—
Borrowings under loans	Borrowings under loans	Jul 31, 2026	1		1		Borrowings under loans	Jul 31, 2026	—		—

Total notes payable and long-term debt	Total notes payable and long-term debt		2,875		2,878		Total notes payable and long-term debt		2,900		2,875
Less current installments of notes payable and long-term debt	Less current installments of notes payable and long-term debt		1		—		Less current installments of notes payable and long-term debt		323		300
Notes payable and long-term debt, less current installments	Notes payable and long-term debt, less current installments		$	2,874	$	2,878	Notes payable and long-term debt, less current installments		$	2,577	$	2,575

(1)On ~~May 4, 2022,~~February 10, 2023, the Company ~~issued $500 million~~entered into an amendment (the “Amendment”) to its senior unsecured credit agreement dated as of ~~registered 4.250% Senior Notes due 2027~~January 22, 2020 (as amended, the “Credit Facility”). The Amendment, among other things, (i) instituted certain amendments to the sustainability-linked adjustments to the interest rates applicable to borrowings under the three-year revolving credit facility (the ~~“Green Bonds” or the “4.250% Senior Notes”~~“Three-Year Revolving Credit Facility”)~~. On May 31, 2022, the net proceeds from the offering were used to redeem~~ and the Company’s ~~4.700% Senior Notes due~~five-year revolving credit facility (the “Five-Year Revolving Credit Facility”), (ii) established customary SOFR, CDOR, EURIBOR and TIBOR provisions, which replaced the LIBOR provisions set forth in ~~2022~~the existing agreement, and ~~pay~~(iii) extended the ~~applicable “make-whole” premium~~termination date of the Three-Year Revolving Credit Facility to January 22, 2025, and ~~accrued interest. In addition,~~of the ~~Company intends~~Five-Year Revolving Credit Facility to ~~allocate an amount equal to the net proceeds from this offering to finance or refinance eligible expenditures under the Company’s new green financing framework.~~January 22, 2027.

(2)As of ~~May 31, 2022,~~February 28, 2023, the Company has $3.8 billion in available unused borrowing capacity under its revolving credit facilities. The ~~senior unsecured credit agreement dated as of January 22, 2020 and amended on April 28, 2021 (the “Credit Facility”)~~Credit Facility acts as the back-up facility for commercial paper outstanding, if any. The Company has a borrowing capacity of up to $3.2 billion under its commercial paper ~~program, which was increased from $1.8 billion on February 18, 2022.~~program.

Debt Covenants

Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the revolving credit facilities and the 4.900% Senior Notes contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 4.900%, 3.950%, 3.600%, 3.000%, 1.700% or 4.250% Senior Notes upon a change of control. As of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021,~~2022, the Company was in compliance with its debt covenants.

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Fair Value

Refer to Note 1516 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

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6. Asset-Backed Securitization Program

Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis. In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis. ~~The Company terminated the foreign asset-backed securitization program on June 28, 2021.~~

The Company continues servicing the receivables sold and in exchange receives a servicing fee under the global asset-backed securitization program. Servicing fees related to the global asset-backed securitization ~~programs~~program recognized during the three months and ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~ were not material. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

The special purpose entity in the global asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements. Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of ~~May 31, 2022.~~February 28, 2023.

The global asset-backed securitization program expires on November 25, 2024 and the maximum amount of net cash proceeds available at any one time is $600 million. As of ~~May 31, 2022,~~February 28, 2023, the Company had no available liquidity under its global asset-backed securitization program.

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


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021(4)		May 31, 2022		May 31, 2021(4)			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Trade accounts receivable sold(1)	Trade accounts receivable sold(1)	$	947	$	1,074	$	2,979	$	3,388	Trade accounts receivable sold(1)	$	998	$	1,000	$	2,064	$	2,032
Cash proceeds received(2)	Cash proceeds received(2)	$	942	$	1,072	$	2,971	$	3,381	Cash proceeds received(2)	$	989	$	999	$	2,047	$	2,029

Pre-tax losses on sale of receivables(3)	Pre-tax losses on sale of receivables(3)	$	5	$	2	$	8	$	7	Pre-tax losses on sale of receivables(3)	$	9	$	1	$	17	$	3

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

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

~~(4)Activity includes the foreign asset-backed securitization program which terminated on June 28, 2021.~~

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility. As of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021,~~2022, the Company was in compliance with all covenants under the global asset-backed securitization program.

7. Accrued Expenses

Accrued expenses consist of the following (in millions):


		May 31, 2022		August 31, 2021			February 28, 2023		August 31, 2022
Inventory deposits	Inventory deposits	$	1,254	$	711	Inventory deposits	$	1,975	$	1,586
Contract liabilities(1)	Contract liabilities(1)	733		559		Contract liabilities(1)	1,128		796
Accrued compensation and employee benefits	Accrued compensation and employee benefits	729		827		Accrued compensation and employee benefits	653		806

Other accrued expenses	Other accrued expenses	2,028		1,637		Other accrued expenses	2,110		2,084
Accrued expenses	Accrued expenses	$	4,744	$	3,734	Accrued expenses	$	5,866	$	5,272

(1)Revenue recognized during the ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~ that was included in the contract liability balance as of August 31, 2022 and 2021 ~~and 2020~~ was ~~$269~~$254 million and ~~$306~~$196 million, respectively.

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8. Postretirement and Other Employee Benefits

Net Periodic Benefit Cost

~~Table of Contents~~

The following table provides information about the net periodic benefit cost ~~(credit)~~ for all plans for the three months and ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~ (in millions):


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Service cost(1)	Service cost(1)	$	7	$	6	$	19	$	19	Service cost(1)	$	4	$	6	$	8	$	12
Interest cost(2)	Interest cost(2)	1		2		3		4		Interest cost(2)	3		1		6		2
Expected long-term return on plan assets(2)	Expected long-term return on plan assets(2)	(5)		(4)		(13)		(12)		Expected long-term return on plan assets(2)	(3)		(4)		(8)		(8)
Recognized actuarial gain(2)	Recognized actuarial gain(2)	(2)		(1)		(8)		(4)		Recognized actuarial gain(2)	(2)		(3)		(4)		(6)
Amortization of actuarial gain(2)(3)	Amortization of actuarial gain(2)(3)	(2)		(2)		(6)		(5)		Amortization of actuarial gain(2)(3)	(2)		(2)		(3)		(4)

Amortization of prior service cost(2)	Amortization of prior service cost(2)	1		—		3		—		Amortization of prior service cost(2)	1		1		2		2

Net periodic benefit cost (credit)	Net periodic benefit cost (credit)	$	—	$	1	$	(2)	$	2	Net periodic benefit cost (credit)	$	1	$	(1)	$	1	$	(2)

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

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

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

9. Derivative Financial Instruments and Hedging Activities

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

Foreign Currency Risk Management

Forward contracts are put in place to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses. A hedging relationship existed with an aggregate notional amount outstanding of ~~$1.3~~$1.0 billion and ~~$1.5~~$1.4 billion as of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021,~~2022, respectively. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The forward foreign exchange contract transactions will effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations. The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between ~~June~~March 1, ~~2022~~2023 and ~~May 31,~~November 30, 2023.

In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity. The aggregate notional amount of these outstanding contracts as of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021,~~2022, was ~~$3.1~~$3.6 billion and ~~$3.6~~$3.4 billion, respectively.

~~Refer to Note 15 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.~~

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

In addition, the Company has entered into forward foreign currency exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges. The net investment hedges have an aggregate notional amount outstanding of $127 million and $0 million as of February 28, 2023 and August 31, 2022, respectively, and are expected to mature in August 2023. The effective portion of the gain or loss on net investment hedges is reported in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation. The excluded components for the net investment hedges are not material and are recognized in interest expense.

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

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

Derivatives Not Designated as Hedging Instruments Under ASC 815 Location of (Loss) Gain on Derivatives Recognized in Net Income Amount of (Loss) Gain Recognized in Net Income on Derivatives
Three months ended Nine months ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
Forward foreign exchange contracts(1)
Cost of revenue $ (66) $ 27 $ (6) $ 148

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Derivatives Not Designated as Hedging Instruments Under ASC 815	Location of Gain (Loss) on Derivatives Recognized in Net Income	Amount of Gain (Loss) Recognized in Net Income on Derivatives
		Three months ended				Six months ended
		February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Forward foreign exchange contracts(1)	Cost of revenue	$	30	$	22	$	(16)	$	60

(1)For the three months ~~and nine months~~ ended ~~May 31, 2022,~~February 28, 2023, the Company recognized ~~$64~~$53 million ~~and $27 million, respectively,~~ of foreign currency ~~gains~~losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. For the six months ended February 28, 2023, the Company recognized $4 million of foreign currency losses in cost of revenue, in addition to losses from the forward foreign exchange contracts. For the three months and ~~nine~~six months ended ~~May 31, 2021,~~February 28, 2022, the Company recognized ~~$22~~$9 million and ~~$121~~$37 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

Interest Rate Risk Management

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

Cash Flow Hedges

The following table presents the interest rate swaps outstanding as of ~~May 31, 2022,~~February 28, 2023, which have been designated as hedging instruments and are accounted for as cash flow ~~hedges:~~hedges (in millions):

Interest Rate Swap Summary

Hedged Interest Rate Payments

Aggregate Notional Amount (in millions)

Effective Date

Expiration Date

Interest Rate Swap Summary

Hedged Interest Rate Payments

Aggregate Notional Amount

Effective Date

Expiration Date

Forward Interest Rate Swap

Anticipated Debt Issuance

Fixed

150

May 24, 2021

July 31, 2024

(1)(2)

Anticipated Debt Issuance

Fixed

150

May 24, 2021

July 31, 2024

(1)(2)

Anticipated Debt Issuance

Fixed

100

August 8, 2022

July 31, 2024

(1)(2)

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

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

Contemporaneously with the issuance of the 4.250% Senior Notes, in April 2022 the Company settled cash flow hedges with an aggregate notional amount of $250 million and $170 million, with effective dates of November 2020 and March 2022, respectively. The cash received for the cash flow hedges at settlement was $46 million. The settled cash flow hedges are recorded in the Condensed Consolidated Balance Sheets as a component of accumulated other comprehensive income (“AOCI”) and are amortized to interest expense in the Condensed Consolidated Statements of Operations.

Contemporaneously with the issuance of the 3.000% Senior Notes in July 2020, the Company amended interest rate swap agreements with a notional amount of $200 million, with mandatory termination dates from August 15, 2020 to February 15, 2022 (the “2020 Extended Interest Rate Swaps”). In addition, the Company entered into interest rate swaps to offset future exposures of fluctuations in the fair value of the 2020 Extended Interest Rate Swaps (the “Offsetting Interest Rate Swaps”). The change in fair value of the 2020 Extended Interest Rate Swaps and Offsetting Interest Rate Swaps was recorded in the Condensed Consolidated Statements of Operations through the maturity date of February 15, 2022, as an adjustment to interest expense.

10. Accumulated Other Comprehensive Income

The following table sets forth the changes in ~~AOCI,~~accumulated other comprehensive income (“AOCI”), net of tax, by component for the ~~nine~~six months ended ~~May 31, 2022~~February 28, 2023 (in millions):

Foreign
Currency
Translation
Adjustment Derivative
Instruments Actuarial
Gain (Loss) Prior
Service (Cost) Credit Total
Balance as of August 31, 2021 $ (20) $ (36) $ 51 $ (20) $ (25)
Other comprehensive (loss) income before reclassifications (20) 31 (1) — 10
Amounts reclassified from AOCI — 6 (14) 3 (5)
Other comprehensive (loss) income(1)
(20) 37 (15) 3 5
Balance as of May 31, 2022 $ (40) $ 1 $ 36 $ (17) $ (20)


	Foreign Currency Translation Adjustment		Derivative Instruments		Actuarial Gain (Loss)		Prior Service (Cost) Credit		Total
Balance as of August 31, 2022	$	(88)	$	(3)	$	65	$	(16)	$	(42)
Other comprehensive income (loss) before reclassifications	18		(7)		2		(1)		12
Amounts reclassified from AOCI	—		44		(7)		2		39
Other comprehensive income (loss)(1)	18		37		(5)		1		51
Balance as of February 28, 2023	$	(70)	$	34	$	60	$	(15)	$	9

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

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

~~Table of Contents~~


			Three months ended				Nine months ended						Three months ended				Six months ended
Comprehensive Income Components	Comprehensive Income Components	Financial Statement Line Item	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021		Comprehensive Income Components	Financial Statement Line Item	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Realized losses (gains) on derivative instruments:(1)	Realized losses (gains) on derivative instruments:(1)										Realized losses (gains) on derivative instruments:(1)
Foreign exchange contracts	Foreign exchange contracts	Cost of revenue	$	9	$	(4)	$	4	$	(43)	Foreign exchange contracts	Cost of revenue	$	1	$	(6)	$	44	$	(5)
Interest rate contracts	Interest rate contracts	Interest expense	—		—		2		2		Interest rate contracts	Interest expense	—		1		—		2

Actuarial gain	Actuarial gain	(2)	(4)		—		(14)		—		Actuarial gain	(2)	(4)		(5)		(7)		(10)
Prior service cost	Prior service cost	(2)	1		—		3		—		Prior service cost	(2)	1		1		2		2
Total amounts reclassified from AOCI(3)	Total amounts reclassified from AOCI(3)		$	6	$	(4)	$	(5)	$	(41)	Total amounts reclassified from AOCI(3)		$	(2)	$	(9)	$	39	$	(11)

(1)The Company expects to reclassify ~~$20~~less than $1 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

(2)Amounts are included in the computation of net periodic benefit ~~cost (credit).~~cost. Refer to Note 8 – “Postretirement and Other Employee Benefits” for additional information.

(3)Amounts are net of tax, which are immaterial for the three months and ~~nine~~six months ended ~~May 31, 2022~~February 28, 2023 and ~~2021.~~2022.

11. Stockholders’ Equity

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


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Restricted stock units	Restricted stock units	$	13	$	16	$	57	$	68	Restricted stock units	$	16	$	12	$	54	$	44
Employee stock purchase plan	Employee stock purchase plan	3		3		10		8		Employee stock purchase plan	4		4		8		7

Total	Total	$	16	$	19	$	67	$	76	Total	$	20	$	16	$	62	$	51

As of ~~May 31, 2022,~~February 28, 2023, the shares available to be issued under ~~the~~the 2021 Equity Incentive Plan w~~ere 9,940,536.~~were 8,437,901.

Restricted Stock Units

Certain key employees have been granted time-based, performance-based and market-based restricted stock unit awards (“restricted stock units”). The time-based restricted stock units generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company. During the ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022, ~~and 2021,~~ the Company awarded approximately ~~0.7~~0.9 million and ~~1.2~~0.7 million time-based restricted stock units, respectively, 0.2 million and ~~0.4~~0.2 million performance-based restricted stock units, respectively, and 0.2 million and ~~0.3~~0.2 million market-based restricted stock units, respectively.

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



	~~May 31, 2022~~February 28, 2023
Unrecognized stock-based compensation expense—restricted stock units	$	4464
Remaining weighted-average period for restricted stock units expense	1.5 years

~~Common Stock Outstanding~~

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Common Stock Outstanding

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


		Three months ended		Nine months ended			Three months ended		Six months ended
		May 31, 2022	May 31, 2021	May 31, 2022	May 31, 2021		February 28, 2023	February 28, 2022	February 28, 2023	February 28, 2022
Common stock outstanding:	Common stock outstanding:					Common stock outstanding:
Beginning balances	Beginning balances	142,392,135	149,366,501	144,496,077	150,330,358	Beginning balances	134,231,300	144,166,009	135,493,980	144,496,077
Shares issued upon exercise of stock options		—	9,321	—	9,321

Shares issued under employee stock purchase plan	Shares issued under employee stock purchase plan	1,686	—	522,169	771,548	Shares issued under employee stock purchase plan	629,336	520,483	629,336	520,483
Vesting of restricted stock	Vesting of restricted stock	13,609	12,787	2,467,324	2,253,923	Vesting of restricted stock	148,718	28,243	2,010,396	2,453,715
Purchases of treasury stock under employee stock plans	Purchases of treasury stock under employee stock plans	(3,766)	(3,436)	(704,040)	(613,715)	Purchases of treasury stock under employee stock plans	(47,242)	(9,719)	(570,649)	(700,274)
Treasury shares purchased~~(1)~~(2)	Treasury shares purchased~~(1)~~(2)	(3,552,475)	(2,547,707)	(7,930,341)	(5,913,969)	Treasury shares purchased~~(1)~~(2)	(1,723,744)	(2,312,881)	(4,324,695)	(4,377,866)
Ending balances	Ending balances	138,851,189	146,837,466	138,851,189	146,837,466	Ending balances	133,238,368	142,392,135	133,238,368	142,392,135

(1)In July 2021, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of the Company’s common stock (the “2022 Share Repurchase Program”). As of ~~May 31, 2022, 8.6~~February 28, 2023, 16.5 million shares had been repurchased for ~~$517~~$1.0 billion and no authorization remains under the 2022 Share Repurchase Program.

(2)In September 2022, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of the Company’s common stock (the “2023 Share Repurchase Program”). As of February 28, 2023, 0.3 million shares had been repurchased for $25 million and ~~$483~~$975 million remains available under the ~~2022~~2023 Share Repurchase Program.

12. Concentration of Risk and Segment Data

Concentration of Risk

Sales of the Company’s products are concentrated among specific customers. During the ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, the Company’s five largest customers accounted for approximately ~~45%~~44% of its net revenue and 79 customers accounted for approximately 90% of its net revenue. Sales to these customers were reported in the Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”) operating segments.

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

Segment Data

Net revenue for the operating segments is attributed to the segment in which the service is performed. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net revenue less cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses. Certain items are excluded from the calculation of segment income. Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.

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

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Three months ended Nine months ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
Segment income and reconciliation of income before income tax
EMS $ 208 $ 137 $ 507 $ 357
DMS 144 140 589 570
Total segment income $ 352 $ 277 $ 1,096 $ 927
Reconciling items:
Amortization of intangibles (8) (12) (24) (35)
Stock-based compensation expense and related charges (16) (19) (67) (76)
Restructuring, severance and related charges — (1) — (6)
Business interruption and impairment charges, net — — — 1
Acquisition and integration charges — — — (4)
Loss on debt extinguishment (4) — (4) —
Gain on securities — 2 — 2
Other expense (net of periodic benefit cost) (8) (1) (19) (10)
Interest income 1 1 2 5
Interest expense (39) (34) (105) (97)
Income before income tax $ 278 $ 213 $ 879 $ 707
The following table sets forth operating segment information (in millions):


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






Other expense (net of periodic benefit cost)	(20)		(3)		(39)		(11)
Interest income	17		—		30		1
Interest expense	(72)		(33)		(133)		(66)
Income before income tax	$	287	$	284	$	586	$	601

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

Three months ended
May 31, 2022 May 31, 2021
EMS DMS Total EMS DMS Total
Timing of transfer
Point in time $ 1,755 $ 1,395 $ 3,150 $ 1,346 $ 1,441 $ 2,787
Over time 2,736 2,442 5,178 2,297 2,131 4,428
Total $ 4,491 $ 3,837 $ 8,328 $ 3,643 $ 3,572 $ 7,215
Nine months ended
May 31, 2022 May 31, 2021
EMS DMS Total EMS DMS Total
Timing of transfer
Point in time $ 4,489 $ 5,183 $ 9,672 $ 3,222 $ 5,463 $ 8,685
Over time 7,634 7,142 14,776 7,193 5,998 13,191
Total $ 12,123 $ 12,325 $ 24,448 $ 10,415 $ 11,461 $ 21,876


	Three months ended
	February 28, 2023						February 28, 2022
	EMS		DMS		Total		EMS		DMS		Total
Timing of transfer
Point in time	$	1,267	$	1,416	$	2,683	$	1,327	$	1,418	$	2,745
Over time	2,784		2,667		5,451		2,447		2,361		4,808
Total	$	4,051	$	4,083	$	8,134	$	3,774	$	3,779	$	7,553


	Six months ended
	February 28, 2023						February 28, 2022
	EMS		DMS		Total		EMS		DMS		Total
Timing of transfer
Point in time	$	2,805	$	3,696	$	6,501	$	2,734	$	3,788	$	6,522
Over time	5,792		5,476		11,268		4,898		4,700		9,598
Total	$	8,597	$	9,172��	$	17,769	$	7,632	$	8,488	$	16,120

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

Three months ended Nine months ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
Foreign source revenue 82.6 % 82.7 % 83.7 % 83.6 %


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

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13. Restructuring, Severance and Related Charges

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


	Three months ended				Six months ended
	February 28, 2023(1)		February 28, 2022		February 28, 2023(1)		February 28, 2022
Employee severance and benefit costs	$	(4)	$	—	$	36	$	1
Lease costs	—		—		—		(1)
Asset write-off costs	4		—		5		—
Other costs	—		—		4		—
Total restructuring, severance and related charges(2)	$	—	$	—	$	45	$	—

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

~~13.~~(2)The restructuring liability is $34 million as of February 28, 2023, which primarily relates to employee severance and benefit costs incurred in fiscal year 2022 and the six months ended February 28, 2023.We expect the majority of the severance to be paid during fiscal year 2023.

14. Income Taxes

Effective Income Tax Rate

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

~~Table of Contents~~


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
U.S. federal statutory income tax rate	U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%	21.0	%	U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%	21.0	%
Effective income tax rate	Effective income tax rate	21.8	%	20.3	%	22.5	%	26.0	%	Effective income tax rate	27.6	%	21.7	%	26.6	%	22.8	%

The effective income tax rate differed for the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months and ~~nine~~six months ended ~~May 31, 2021,~~February 28, 2022, primarily due to: (i) ~~decreased losses~~a change in ~~tax jurisdictions with existing valuation allowances~~the jurisdictional mix of earnings, driven in part by restructuring charges for the ~~three months and nine~~six months ended ~~May 31, 2022~~February 28, 2023 and (ii) a ~~$17~~$10 million income tax ~~expense~~benefit associated with the reversal of a non-U.S. partial valuation allowance during the three months ended ~~May 31, 2022 for an unrecognized tax benefit related to the taxation of certain prior year intercompany transactions.~~February 28, 2023.

The effective income tax rate differed from the U.S. federal statutory income tax rate of 21.0% during the three months and ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022, ~~and 2021,~~ primarily due to: (i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, ~~(ii)~~and (iii) tax incentives granted to sites in China, Malaysia, Singapore and ~~Vietnam, and (iii) a $17 million income tax expense during the three months ended May 31, 2022 for an unrecognized tax benefit related to the taxation of certain prior year intercompany transactions.~~Vietnam.

~~14.~~15. Earnings Per Share and Dividends

Earnings Per Share

The Company calculates its basic earnings per share by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. The Company’s diluted earnings per share is calculated in a similar manner, but includes the effect of dilutive securities. The difference between the weighted average number of basic shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units.

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

Three months ended Nine months ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
Restricted stock units 430.9 665.0 431.7 665.0

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Three months ended

Six months ended

February 28, 2023

February 28, 2022

February 28, 2023

February 28, 2022

Restricted stock units

363.7

465.6

363.7

465.6

Dividends

The following table sets forth cash dividends declared by the Company to common stockholders during the ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~ (in millions, except for per share data):


										Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
Fiscal Year 2023:									Fiscal Year 2023:	October 20, 2022	$	0.08	$	12	November 15, 2022	December 2, 2022
										January 26, 2023	$	0.08	$	10	February 15, 2023	March 2, 2023

		Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
Fiscal Year 2022:	Fiscal Year 2022:	October 21, 2021	$	0.08	$	12	November 15, 2021	December 1, 2021	Fiscal Year 2022:	October 21, 2021	$	0.08	$	12	November 15, 2021	December 1, 2021
		January 20, 2022	$	0.08	$	12	February 15, 2022	March 2, 2022		January 20, 2022	$	0.08	$	12	February 15, 2022	March 2, 2022
		April 21, 2022	$	0.08	$	12	May 16, 2022	June 2, 2022

Fiscal Year 2021:		October 15, 2020	$	0.08	$	12	November 16, 2020	December 2, 2020
		January 21, 2021	$	0.08	$	12	February 15, 2021	March 2, 2021
		April 22, 2021	$	0.08	$	12	May 14, 2021	June 2, 2021

~~15.~~16. Fair Value Measurements

Fair Value Measurements on a Recurring Basis

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

~~Table of Contents~~


		Fair Value Hierarchy		May 31, 2022		August 31, 2021			Fair Value Hierarchy		February 28, 2023		August 31, 2022
Assets:	Assets:							Assets:
Cash and cash equivalents:	Cash and cash equivalents:							Cash and cash equivalents:
Cash equivalents	Cash equivalents	Level 1	(1)	$	10	$	36	Cash equivalents	Level 1	(1)	$	5	$	14
Prepaid expenses and other current assets:	Prepaid expenses and other current assets:							Prepaid expenses and other current assets:
Short-term investments	Short-term investments	Level 1		17		18		Short-term investments	Level 1		22		16

Forward foreign exchange contracts:	Forward foreign exchange contracts:							Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 9)	Derivatives designated as hedging instruments (Note 9)	Level 2	(2)	8		9		Derivatives designated as hedging instruments (Note 9)	Level 2	(2)	11		3
Derivatives not designated as hedging instruments (Note 9)	Derivatives not designated as hedging instruments (Note 9)	Level 2	(2)	18		20		Derivatives not designated as hedging instruments (Note 9)	Level 2	(2)	42		13

Other assets:	Other assets:							Other assets:

Forward interest rate swap:	Forward interest rate swap:							Forward interest rate swap:
Derivatives designated as hedging instruments (Note 9)	Derivatives designated as hedging instruments (Note 9)	Level 2	(3)	9		9		Derivatives designated as hedging instruments (Note 9)	Level 2	(3)	23		13
Liabilities:	Liabilities:							Liabilities:
Accrued expenses:	Accrued expenses:							Accrued expenses:
Forward foreign exchange contracts:	Forward foreign exchange contracts:							Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 9)	Derivatives designated as hedging instruments (Note 9)	Level 2	(2)	$	25	$	6	Derivatives designated as hedging instruments (Note 9)	Level 2	(2)	$	14	$	32
Derivatives not designated as hedging instruments (Note 9)	Derivatives not designated as hedging instruments (Note 9)	Level 2	(2)	56		9		Derivatives not designated as hedging instruments (Note 9)	Level 2	(2)	27		76
Interest rate swaps:
Derivatives not designated as hedging instruments (Note 9)		Level 2	(3)	—		3

Extended interest rate swap not designated as a hedging instrument (Note 9)		Level 2	(4)	—		10
Other liabilities:

Forward interest rate swap:
Derivatives designated as hedging instruments (Note 9)		Level 2	(3)	—		7

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

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

(3)Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

~~(4)~~The 2020 Extended Interest Rate Swaps were considered a hybrid instrument and the Company elected the fair value option for reporting. Fair value measurements were based on the contractual terms of the contract and used observable market-based inputs. The interest rate swaps were valued using a discounted cash flow analysis of the expected cash flows using observable inputs including interest rate curves and credit spreads.

~~Assets Held for Sale~~

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


	~~May 31, 2022~~		~~August 31, 2021~~
	~~Carrying Amount~~		~~Carrying Amount~~
~~Assets held for sale(1)~~	$	—	$	61

~~(1)During the nine months ended May 31, 2022, the Company sold assets held for sale with a carrying value of $61 million.~~

Fair Value of Financial Instruments

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

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


				May 31, 2022				August 31, 2021							February 28, 2023				August 31, 2022
		Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Notes payable and long-term debt: (Note 5)	Notes payable and long-term debt: (Note 5)											Notes payable and long-term debt: (Note 5)
4.700% Senior Notes		Level 2	(1)	$	—	$	—	$	499	$	521
4.900% Senior Notes	4.900% Senior Notes	Level 3	(2)	$	300	$	305	$	300	$	322	4.900% Senior Notes	Level 3	(1)	$	300	$	299	$	300	$	300
3.950% Senior Notes	3.950% Senior Notes	Level 2	(1)	$	497	$	492	$	496	$	555	3.950% Senior Notes	Level 2	(2)	$	497	$	463	$	497	$	471
3.600% Senior Notes	3.600% Senior Notes	Level 2	(1)	$	496	$	459	$	495	$	541	3.600% Senior Notes	Level 2	(2)	$	496	$	439	$	496	$	440
3.000% Senior Notes	3.000% Senior Notes	Level 2	(1)	$	592	$	522	$	591	$	618	3.000% Senior Notes	Level 2	(2)	$	593	$	492	$	592	$	500
1.700% Senior Notes	1.700% Senior Notes	Level 2	(1)	$	496	$	455	$	496	$	504	1.700% Senior Notes	Level 2	(2)	$	497	$	446	$	497	$	446
4.250% Senior Notes	4.250% Senior Notes	Level 2	(1)	$	493	$	497	$	—	$	—	4.250% Senior Notes	Level 2	(2)	$	494	$	475	$	493	$	483

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

~~(2)~~This fair value estimate is based on the Company’s indicative borrowing cost derived from discounted cash flows.

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

~~16.~~17. Commitments and Contingencies

Legal Proceedings

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

~~17.~~18. New Accounting Guidance

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

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

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JABIL INC. AND SUBSIDIARIES

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Item 2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, ~~2021~~2022 such as, scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively; managing rapid declines or increases in customer demand and other related customer challenges that may occur; the scope and duration of the COVID-19 outbreak and its impact on our operations, sites, customers and supply chain; ~~managing growth effectively;~~ our dependence on a limited number of customers; ~~competitive challenges affecting~~ our ~~customers; managing rapid declines or increases in customer demand~~ability to purchase components efficiently and ~~other related customer challenges that may occur;~~reliance on a limited number of suppliers for critical components; risks arising from relationships with emerging companies; changes in ~~technology;~~technology and competition in our industry; our ability to introduce new business models or programs requiring implementation of new competencies; competition; transportation issues; our ability to maintain our engineering, technological and manufacturing expertise; retaining key personnel; ~~our ability to purchase components efficiently and reliance on a limited number of suppliers for critical components;~~ risks associated with international sales and operations; energy price increases or shortages; our ability to achieve expected profitability from acquisitions; risk arising from our restructuring activities; issues involving our information systems, including security issues; regulatory risks (including the expense of complying, or failing to comply, with applicable regulations; risk arising from design or manufacturing defects; and intellectual property risk); financial risks (including customers or suppliers who become financially troubled; turmoil in financial markets; tax risks; credit rating risks; risks of exposure to debt; currency fluctuations; ~~energy prices;~~ and asset impairment); changes in financial accounting standards or policies; and risk of natural disaster, climate change or other global events. References in this report to “the Company,” “Jabil,” “we,” “our,” or “us” mean Jabil Inc. together with its subsidiaries, except where the context otherwise requires.

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

Overview

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

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

We conduct our operations in facilities that are located worldwide, including but not limited to, China, Ireland, Malaysia, Mexico, Singapore and the United States. We derived a substantial majority, ~~82.6%~~84.0% and ~~83.7%~~85.0%, of net revenue from our international operations for the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, respectively. Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products. Our global presence is key to assessing and executing on our business opportunities.

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

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

Refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2021~~2022 for further discussion of the items disclosed in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section as of ~~May 31, 2022~~February 28, 2023 contained herein.

COVID-19

The COVID-19 pandemic ~~which began~~has had, and continues to ~~impact us~~have, significant impacts in ~~January 2020, has continued to affect our business and the businesses of our customers and suppliers.~~countries where we operate. Travel and business operation restrictions arising from governmental virus containment efforts ~~of governments around the world~~ have continued to impact our operations in Asia ~~Europe and the Americas. Essential activity exceptions from these restrictions have allowed us to~~during this fiscal year.

Certain of our suppliers continue to ~~operate but virus containment efforts have resulted in additional direct costs.~~

~~The impact on our suppliers has led to~~experience supply chain constraints, including difficulty sourcing materials necessary to fulfill customer production requirements and challenges in transporting completed products to our end customers.

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Summary of Results

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

~~Table of Contents~~


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Net revenue	Net revenue	$	8,328	$	7,215	$	24,448	$	21,876	Net revenue	$	8,134	$	7,553	$	17,769	$	16,120
Gross profit	Gross profit	$	619	$	568	$	1,903	$	1,772	Gross profit	$	661	$	609	$	1,404	$	1,284
Operating income	Operating income	$	321	$	240	$	984	$	790	Operating income	$	359	$	313	$	721	$	663
Net income attributable to Jabil Inc.	Net income attributable to Jabil Inc.	$	218	$	169	$	681	$	521	Net income attributable to Jabil Inc.	$	207	$	222	$	430	$	463
Earnings per share—basic	Earnings per share—basic	$	1.55	$	1.14	$	4.77	$	3.49	Earnings per share—basic	$	1.55	$	1.55	$	3.21	$	3.22
Earnings per share—diluted	Earnings per share—diluted	$	1.52	$	1.12	$	4.67	$	3.41	Earnings per share—diluted	$	1.52	$	1.51	$	3.14	$	3.15

Key Performance Indicators

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

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

Three months ended

~~May 31,~~February 28, 2023

November 30, 2022

February 28, 2022

~~May 31, 2021~~

Sales cycle(1)

3750 days

3539 days

2535 days

Inventory turns (annualized)(2)

4 turns

45 turns

54 turns

Days in accounts receivable(3)

3541 days

3842 days

4038 days

Days in inventory(4)

8593 days

8678 days

6886 days

Days in accounts payable(5)

8384 days

8981 days

8489 days

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

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

(3)Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days. During the three months ended May 31, 2022, the decrease in days in accounts receivable from the prior sequential quarter and the three months ended May 31, 2021, was primarily due to timing of collections.

(4)Days in inventory is calculated as ~~inventory~~inventories, net and contract assets divided by cost of revenue multiplied by 90 days. During the three months ended ~~May 31, 2022,~~February 28, 2023, the increase in days in inventory from the prior sequential quarter and the three months ended ~~May 31, 2021~~February 28, 2022, was primarily due to higher raw material balances ~~due~~related to supply chain ~~constraints.~~constraints, particularly in the automotive supply chain.

(5)Days in accounts payable is calculated as accounts payable divided by cost of revenue multiplied by 90 days. During the three months ended ~~May 31, 2022,~~February 28, 2023, the ~~decrease~~increase in days in accounts payable from the prior sequential quarter was primarily due to an increase in material purchases and timing of payments during the quarter. During the three months ended February 28, 2023, the decrease in days in accounts payable from the three months ended February 28, 2022, was primarily due to cash payments and timing of purchases ~~and cash payments~~ during the quarter.

Critical Accounting Policies and Estimates

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

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significant accounting policies, refer to Note 1 — “Description of Business and Summary of Significant Accounting Policies” to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2021.~~2022.

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Recent Accounting Pronouncements

See Note 1718 – “New Accounting Guidance” to the Condensed Consolidated Financial Statements for a discussion of recent accounting guidance.

Results of Operations

Net Revenue

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

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


		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022		May 31, 2021		Change		May 31, 2022		May 31, 2021		Change		(dollars in millions)	February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change

Net revenue	Net revenue	$	8,328	$	7,215	15.4	%	$	24,448	$	21,876	11.8	%	Net revenue	$	8,134	$	7,553	7.7	%	$	17,769	$	16,120	10.2	%

Net revenue increased during the three months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months ended ~~May 31, 2021.~~February 28, 2022. Specifically, the ~~EMS~~DMS segment net revenue increased ~~23%~~8% due to: (i) a ~~10%~~6% increase in revenues from existing customers within our ~~5G, wireless~~automotive and ~~cloud~~transportation business, (ii) a 5% increase in revenues from existing customers within our mobility business, and (iii) a 4% increase in revenues from existing customers within our healthcare and packaging business. The increase is partially offset by a 7% decrease in revenues from existing customers within our connected devices business. The EMS segment net revenue increased 7% due to: (i) a 4% increase in revenues from existing customers within our industrial and capital equipment business, (ii) a 2% increase in revenues from existing customers within our digital print and retail business, and (iii) a 2% increase in revenues from existing customers within our networking and storage business. The increase is partially offset by a 1% decrease in revenues from existing customers within our 5G, wireless and cloud business.

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

~~Net revenue increased during the nine months ended May 31, 2022, compared to the nine months ended May 31, 2021. Specifically, the EMS segment net revenue increased 16% due to: (i)~~business, and (iii) a 8%1% increase in revenues from existing customers within our ~~5G, wireless and cloud business, (ii)~~mobility business. The increase is partially offset by a 4% ~~increase~~decrease in revenues from existing customers within our ~~industrial~~connected devices business.

We continue to expect $800 million in components that we procure and ~~capital equipment~~integrate for our cloud business will shift from a purchase and ~~(iii)~~resale model to a ~~4% increase~~customer-controlled consignment service model during fiscal year 2023. As a result of this continued transition, revenue associated with these components are shown on a net basis and as a result, we expect higher gross margins and lower cash used in ~~revenues from existing customers within our digital print and retail~~this business. The DMS segment net revenue increased 8% due to: (i) a 5% increase in revenues from existing customers within our automotive and transportation business, and (ii) a 3% increase in revenues from existing customers within our healthcare and packaging business.

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


		Three months ended				Nine months ended					Three months ended				Six months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
EMS	EMS	54	%	50	%	50	%	48	%	EMS	50	%	50	%	48	%	47	%
DMS	DMS	46	%	50	%	50	%	52	%	DMS	50	%	50	%	52	%	53	%
Total	Total	100	%	100	%	100	%	100	%	Total	100	%	100	%	100	%	100	%

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

Three months ended Nine months ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
Foreign source revenue 82.6 % 82.7 % 83.7 % 83.6 %


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

Gross Profit

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		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021			(dollars in millions)	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Gross profit	Gross profit	$	619		$	568		$	1,903		$	1,772		Gross profit	$	661		$	609		$	1,404		$	1,284
Percent of net revenue	Percent of net revenue	7.4		%	7.9		%	7.8		%	8.1		%	Percent of net revenue	8.1		%	8.1		%	7.9		%	8.0		%

Gross profit as a percentage of net revenue ~~decreased~~remained relatively consistent for the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months and ~~nine~~six months ended ~~May 31, 2021, primarily due to product mix.~~February 28, 2022.

Selling, General and Administrative


		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022		May 31, 2021		Change		May 31, 2022		May 31, 2021		Change		(dollars in millions)	February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change
Selling, general and administrative	Selling, general and administrative	$	282	$	305	$	(23)	$	870	$	914	$	(44)	Selling, general and administrative	$	285	$	280	$	5	$	604	$	588	$	16

Selling, general and administrative expenses ~~decreased~~increased during the three months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months ended ~~May 31, 2021.~~February 28, 2022. The ~~decrease~~increase is primarily due to ~~lower salary and salary related expenses.~~a $4 million increase in stock-based compensation expense due to awards granted during the three months ended November 30, 2022.

Selling, general and administrative expenses ~~decreased~~increased during the ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the ~~nine~~six months ended ~~May 31, 2021.~~February 28, 2022. The ~~decrease~~increase is primarily due ~~to: (i)~~to a ~~$30~~$11 million ~~decrease due to lower salary and salary related expenses, (ii) a $9 million decrease~~increase in stock-based compensation expense due to ~~certain one-time awards granted during the second quarter of fiscal year 2021 and~~ higher anticipated achievement levels ~~during the nine months ended May 31, 2021~~ for certain performance-based stock awards and ~~(iii) a $4 million decrease in acquisition and integration charges related to our strategic collaboration with a healthcare company.~~awards granted during the three months ended November 30, 2022.

Research and Development


		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021			(dollars in millions)	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Research and development	Research and development	$	8		$	10		$	25		$	27		Research and development	$	8		$	8		$	17		$	17
Percent of net revenue	Percent of net revenue	0.1		%	0.1		%	0.1		%	0.1		%	Percent of net revenue	0.1		%	0.1		%	0.1		%	0.1		%

Research and development expenses remained consistent as a percentage of net revenue during the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months and ~~nine~~six months ended ~~May 31, 2021.~~February 28, 2022.

Amortization of Intangibles


		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022		May 31, 2021		Change		May 31, 2022		May 31, 2021		Change		(dollars in millions)	February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change
Amortization of intangibles	Amortization of intangibles	$	8	$	12	$	(4)	$	24	$	35	$	(11)	Amortization of intangibles	$	9	$	8	$	1	$	17	$	16	$	1

Amortization of intangibles ~~decreased~~remained relatively consistent during the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months and ~~nine~~six months ended ~~May 31, 2021, primarily driven by reduced amortization related to the Nypro trade name.~~February 28, 2022.

~~Restructuring, Severance and Related Charges~~

Three months ended Nine months ended
(dollars in millions) May 31, 2022 May 31, 2021 Change May 31, 2022 May 31, 2021 Change
Restructuring, severance and related charges $ — $ 1 $ (1) $ — $ 6 $ (6)

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Restructuring, Severance and Related Charges


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

Restructuring, severance and related charges ~~decreased~~increased during the ~~three months and nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the ~~three months and nine~~six months ended ~~May 31, 2021 as the 2020 Restructuring Plan was complete as of August 31, 2021.~~

~~Loss on Debt Extinguishment~~

Three months ended Nine months ended
(dollars in millions) May 31, 2022 May 31, 2021 Change May 31, 2022 May 31, 2021 Change
Loss on debt extinguishment $ 4 $ — $ 4 $ 4 $ — $ 4

~~Loss on debt extinguishment is due~~February 28, 2022 primarily related to ~~the “make-whole” premium incurred~~a headcount reduction to further optimize our business activities during the three months ended ~~May 31, 2022, for the redemption of the 4.700% Senior Notes due~~November 30, 2022.

~~Gain on Securities~~

Three months ended Nine months ended
(dollars in millions) May 31, 2022 May 31, 2021 Change May 31, 2022 May 31, 2021 Change
Gain on securities $ — $ 2 $ (2) $ — $ 2 $ (2)

~~Gain on securities is due to cash proceeds received in connection with the sale of an investment during the three months ended May 31, 2021.~~

Other Expense (Income)


		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022		May 31, 2021		Change		May 31, 2022		May 31, 2021		Change		(dollars in millions)	February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change
Other expense (income)	Other expense (income)	$	1	$	(4)	$	5	$	(2)	$	(7)	$	5	Other expense (income)	$	17	$	(4)	$	21	$	32	$	(3)	$	35

The change in other expense (income) during the three months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months ended ~~May 31, 2021,~~February 28, 2022, is primarily due to: (i) $15 million related to an increase in fees associated with the securitization programs and higher utilization of and higher interest rates for the trade accounts receivable sales ~~programs.~~programs, (ii) $4 million primarily related to higher net periodic benefit costs, and (iii) $2 million arising from an increase in other expense.

The change in other expense (income) during the ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the ~~nine~~six months ended ~~May 31, 2021,~~February 28, 2022, is primarily due to: (i) ~~$6 million arising from an increase in other expense and (ii) $3~~$31 million related to an increase in fees associated with the securitization programs and higher utilization of and higher interest rates for the trade accounts receivable ~~sales programs.~~programs, and (ii) $7 million primarily related to higher net periodic benefit costs. The change is partially offset by $4$3 million ~~related to lower net periodic benefit costs.~~arising from a decrease in other expense.

Interest Income


		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022		May 31, 2021		Change		May 31, 2022		May 31, 2021		Change		(dollars in millions)	February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change
Interest income	Interest income	$	1	$	1	$	—	$	2	$	5	$	(3)	Interest income	$	17	$	—	$	17	$	30	$	1	$	29

Interest income ~~remained relatively consistent~~increased during the three months and ~~nine~~six months ~~May 31, 2022,~~ended February 28, 2023, compared to the three months and ~~nine~~six months ended ~~May 31, 2021.~~February 28, 2022, primarily due to higher interest rates on cash equivalents (investments that are readily convertible to cash with maturity dates of 90 days or less).

Interest Expense


		Three months ended						Nine months ended							Three months ended						Six months ended
(dollars in millions)	(dollars in millions)	May 31, 2022		May 31, 2021		Change		May 31, 2022		May 31, 2021		Change		(dollars in millions)	February 28, 2023		February 28, 2022		Change		February 28, 2023		February 28, 2022		Change
Interest expense	Interest expense	$	39	$	34	$	5	$	105	$	97	$	8	Interest expense	$	72	$	33	$	39	$	133	$	66	$	67

Interest expense increased during the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, compared to the three months and ~~nine~~six months ended ~~May 31, 2021,~~February 28, 2022, primarily due to higher interest rates ~~and higher borrowings~~ on our ~~credit facilities and~~ commercial paper ~~program. Additionally, the increase is due to higher borrowings on our senior notes.~~

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program and credit facilities.

Income Tax Expense
Three months ended Nine months ended
May 31, 2022 May 31, 2021 Change May 31, 2022 May 31, 2021 Change
Effective income tax rate 21.8 % 20.3 % 1.5 % 22.5 % 26.0 % (3.5) %


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

Table of ~~certain prior year intercompany transactions.~~Contents

Non-GAAP (Core) Financial Measures

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

~~Management believes that~~For fiscal year 2023, the Company adopted an annual normalized tax rate (“normalized core tax rate”) for the computation of the non-GAAP ~~“core”~~(core) income tax provision to provide better consistency across reporting periods. In estimating the normalized core tax rate annually, the Company utilizes a full-year financial ~~measures set forth below are useful~~projection of core earnings that considers the mix of earnings across tax jurisdictions, existing tax positions, and other significant tax matters. The Company may adjust the normalized core tax rate during the year for material impacts from new tax legislation or material changes to ~~facilitate evaluating~~ the ~~past and future performance of our ongoing manufacturing operations over multiple periods on a comparable basis by excluding~~Company’s operations.

Prior to fiscal year 2023, the effects of the amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, acquisition and integration charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, goodwill impairment charges, business interruption and impairment charges, net, loss on debt extinguishment, (gain) loss on securities, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations and certain other expenses, net of tax and certain deferred tax valuation allowance charges. Among other uses, management uses non-GAAP “core” financial measures to make operating decisions, assess business performance and as a factor in determining certain employee performance when evaluating incentive compensation.

~~We determine~~Company determined the tax effect of the items included and excluded from ~~“core”~~core earnings and “core” diluted earnings per share based upon evaluation of the statutory tax treatment and the applicable tax rate of the jurisdiction in which the pre-tax items were incurred, and for which realization of the resulting tax benefit, if any, is expected. In certain jurisdictions where we do not expect to realize a tax benefit (due to existing tax incentives or a history of operating losses or other factors resulting in a valuation allowance related to deferred tax assets), a reduced or 0% tax rate is applied.quarterly.

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

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


		Three months ended				Nine months ended					Three months ended				Six months ended
(in millions, except for per share data)	(in millions, except for per share data)	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021		(in millions, except for per share data)	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Operating income (U.S. GAAP)	Operating income (U.S. GAAP)	$	321	$	240	$	984	$	790	Operating income (U.S. GAAP)	$	359	$	313	$	721	$	663
Amortization of intangibles	Amortization of intangibles	8		12		24		35		Amortization of intangibles	9		8		17		16
Stock-based compensation expense and related charges	Stock-based compensation expense and related charges	16		19		67		76		Stock-based compensation expense and related charges	20		16		62		51
Restructuring, severance and related charges(1)	Restructuring, severance and related charges(1)	—		1		—		6		Restructuring, severance and related charges(1)	—		—		45		—

Net periodic benefit cost~~(1)~~(2)	Net periodic benefit cost~~(1)~~(2)	7		5		21		17		Net periodic benefit cost~~(1)~~(2)	3		7		7		14
Business interruption and impairment charges, net		—		—		—		(1)

Acquisition and integration charges(2)		—		—		—		4

Adjustments to operating income	Adjustments to operating income	31		37		112		137		Adjustments to operating income	32		31		131		81
Core operating income (Non-GAAP)	Core operating income (Non-GAAP)	$	352	$	277	$	1,096	$	927	Core operating income (Non-GAAP)	$	391	$	344	$	852	$	744
Net income attributable to Jabil Inc. (U.S. GAAP)	Net income attributable to Jabil Inc. (U.S. GAAP)	$	218	$	169	$	681	$	521	Net income attributable to Jabil Inc. (U.S. GAAP)	$	207	$	222	$	430	$	463
Adjustments to operating income	Adjustments to operating income	31		37		112		137		Adjustments to operating income	32		31		131		81
Loss on debt extinguishment(3)		4		—		4		—
Gain on securities		—		(2)		—		(2)

Net periodic benefit cost~~(1)~~(2)	Net periodic benefit cost~~(1)~~(2)	(7)		(5)		(21)		(17)		Net periodic benefit cost~~(1)~~(2)	(3)		(7)		(7)		(14)
Adjustments for taxes	Adjustments for taxes	—		(1)		—		(2)		Adjustments for taxes	20		—		21		—
Core earnings (Non-GAAP)	Core earnings (Non-GAAP)	$	246	$	198	$	776	$	637	Core earnings (Non-GAAP)	$	256	$	246	$	575	$	530

Diluted earnings per share (U.S. GAAP)	Diluted earnings per share (U.S. GAAP)	$	1.52	$	1.12	$	4.67	$	3.41	Diluted earnings per share (U.S. GAAP)	$	1.52	$	1.51	$	3.14	$	3.15

Diluted core earnings per share (Non-GAAP)	Diluted core earnings per share (Non-GAAP)	$	1.72	$	1.30	$	5.32	$	4.17	Diluted core earnings per share (Non-GAAP)	$	1.88	$	1.68	$	4.19	$	3.60

Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)	Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)	143.3		152.0		145.8		152.8		Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)	136.3		146.4		137.1		147.0

(1)Recorded during the six months ended February 28, 2023, related to headcount reduction to further optimize our business activities.

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

~~(2)Charges related to our strategic collaboration with Johnson & Johnson Medical Devices Companies (“JJMD”).~~Table of Contents

~~(3)Charges related to the redemption of our 4.700% Senior Notes due 2022.~~

Adjusted Free Cash Flow


		Nine months ended					Six months ended
(in millions)	(in millions)	May 31, 2022		May 31, 2021		(in millions)	February 28, 2023		February 28, 2022
Net cash provided by operating activities (U.S. GAAP)	Net cash provided by operating activities (U.S. GAAP)	$	745	$	671	Net cash provided by operating activities (U.S. GAAP)	$	580	$	200

Acquisition of property, plant and equipment		(1,068)		(878)
Proceeds and advances from sale of property, plant and equipment		470		287
Acquisition of property, plant and equipment (“PP&E”)(1)						Acquisition of property, plant and equipment (“PP&E”)(1)	(637)		(704)
Proceeds and advances from sale of PP&E(1)						Proceeds and advances from sale of PP&E(1)	169		430
Adjusted free cash flow (Non-GAAP)	Adjusted free cash flow (Non-GAAP)	$	147	$	80	Adjusted free cash flow (Non-GAAP)	$	112	$	(74)

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

Liquidity and Capital Resources

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

Cash and Cash Equivalents

~~Table of Contents~~

As of ~~May 31, 2022,~~February 28, 2023, we had approximately ~~$1.1~~$1.2 billion in cash and cash equivalents, of which a significant portion was held by our foreign subsidiaries. Most of our foreign cash and cash equivalents as of ~~May 31, 2022~~February 28, 2023 could be repatriated to the United States without potential tax expense.

Notes Payable and Credit Facilities

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


(in millions)	(in millions)	4.700% 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		(in millions)		4.900% Senior Notes		3.950% Senior Notes		3.600% Senior Notes		3.000% Senior Notes		1.700% Senior Notes	4.250% Senior Notes		Borrowings under revolving credit facilities(1)(2)			Borrowings under loans	Total notes payable and credit facilities
Balance as of August 31, 2021		$	499	$	300	$	496	$	495	$	591	$	496	$	—	$	—				$	1			$	2,878
Balance as of August 31, 2022																		Balance as of August 31, 2022	$	300			$	497				$	496	$	592	$	497	$	493	$	—		$	—	$	2,875
Borrowings	Borrowings	—		—		—		—		—		—		498		2,123					—				2,621		Borrowings		—		—		—		—		—	—		2,021			—	2,021
Payments	Payments	(500)		—		—		—		—		—		—		(2,123)					—				(2,623)		Payments		—		—		—		—		—	—		(1,998)			—	(1,998)
Other	Other	1		—		1		1		1		—		(5)		—					—				(1)		Other		—		—		—		1		—	1		—			—	2
Balance as of May 31, 2022		$	—	$	300	$	497	$	496	$	592	$	496	$	493	$	—				$	1			$	2,875
Balance as of February 28, 2023																		Balance as of February 28, 2023	$	300			$	497				$	496	$	593	$	497	$	494	$	23		$	—	$	2,900
Maturity Date	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						Maturity Date		Jul 14, 2023		Jan 12, 2028		Jan 15, 2030		Jan 15, 2031		Apr 15, 2026	May 15, 2027		Jan 22, 2025 and Jan 22, 2027			Jul 31, 2026
Original Facility/ Maximum Capacity(2)	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						Original Facility/ Maximum Capacity(2)		$300 million		$500 million		$500 million		$600 million		$500 million	$500 million		$3.8 billion(2)			$1 million

(1)On ~~May 4, 2022,~~February 10, 2023, we ~~issued $500 million~~entered into an amendment (the “Amendment”) to our senior unsecured credit agreement dated as of ~~registered 4.250% Senior Notes due 2027 (the “Green Bonds” or~~January 22, 2020 (as amended, the ~~“4.250% Senior Notes”~~“Credit Facility”). On May 31, 2022, the net proceeds from the offering were used to redeem our 4.700% Senior Notes due in 2022 and pay the applicable “make-whole” premium and accrued interest. In addition, we intend to allocate an amount equalThe Amendment, among other things, (i) instituted certain amendments to the ~~net proceeds from this offering~~sustainability-linked adjustments to ~~finance or refinance eligible expenditures~~the interest rates applicable to borrowings under ~~our new green financing framework.~~the three-year revolving credit facility (the “Three-Year Revolving Credit Facility”) and the five-year revolving credit facility (the “Five-Year Revolving Credit Facility”), (ii) established customary SOFR, CDOR, EURIBOR and TIBOR provisions, which replaced the LIBOR provisions set forth in the existing agreement, and (iii) extended the termination date of the Three-Year Revolving Credit Facility to January 22, 2025, and of the Five-Year Revolving Credit Facility to January 22, 2027.

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(2)As of ~~May 31, 2022,~~February 28, 2023, we had $3.8 billion in available unused borrowing capacity under our revolving credit facilities. The ~~senior unsecured credit agreement dated as of January 22, 2020 and amended on April 28, 2021 (the “Credit Facility”)~~Credit Facility acts as the back-up facility for commercial paper outstanding, if any. We have a borrowing capacity of up to $3.2 billion under our commercial paper ~~program, which was increased from $1.8 billion on February 18, 2022. Borrowings~~program. Commercial paper borrowings with an original maturity of 90 days or less are recorded net within the Condensed Consolidated ~~Statement~~Statements of Cash Flows, and have been excluded from the table above.

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

Our Senior Notes and our credit facilities contain various financial and nonfinancial covenants. A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the notes payable and credit facilities and potentially causing acceleration of amounts due under these notes payable and credit facilities. As of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021,~~2022, we were in compliance with our debt covenants. Refer to Note 5 – “Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements for further details.

Global Asset-Backed Securitization Program

We continue servicing the receivables sold and in exchange receive a servicing fee under the global asset-backed securitization program. Servicing fees related to the global asset-backed securitization ~~programs~~program recognized during the three months and ~~nine~~six months ended ~~May 31,~~February 28, 2023 and 2022 ~~and 2021~~ were not material. We do not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as we estimate that the fee we receive to service these receivables approximates the fair market compensation to provide the servicing activities.

The special purpose entity in the global asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in our Condensed Consolidated Financial Statements. Certain unsold receivables covering up to the maximum

~~Table of Contents~~

amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of ~~May 31, 2022.~~February 28, 2023.

The global asset-backed securitization program expires on November 25, 2024 and the maximum amount of net cash proceeds available at any one time is $600 million. During the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, we sold $1.0 billion and ~~$3.0~~$2.1 billion, respectively, of trade accounts receivable and we received cash proceeds of $1.0 billion and ~~$3.0~~$2.0 billion, respectively. As of ~~May 31, 2022,~~February 28, 2023, we had no available liquidity under our global asset-backed securitization program.

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility. As of ~~May 31, 2022~~February 28, 2023 and August 31, ~~2021,~~2022, we were in compliance with all covenants under our global asset-backed securitization program. Refer to Note 6 – “Asset-Backed Securitization Program” to the Condensed Consolidated Financial Statements for further details on the program.

Trade Accounts Receivable Sale Programs

As of ~~May 31, 2022,~~February 28, 2023, we may elect to sell receivables and the unaffiliated financial ~~institution~~institutions may elect to purchase specific accounts receivable at any one time up to a: (i) maximum aggregate amount available of ~~$2.0~~$2.1 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of 400 million CNY under one trade accounts receivable sale program and (iii) maximum amount available of 100 million CHF under one trade accounts receivable sale program. The trade accounts receivable sale programs expire on various dates through 2025.

During the three months and ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, we sold ~~$2.6~~$2.9 billion and $6.5 billion, respectively, of trade accounts receivable under these programs and we received cash proceeds of ~~$2.6~~$2.9 billion and ~~$6.5~~$6.4 billion, respectively. As of ~~May 31, 2022,~~February 28, 2023, we had up to ~~$905 million~~$1.3 billion in available liquidity under our trade accounts receivable sale programs.

~~Capital Expenditures~~

~~For Fiscal Year 2022, we anticipate our net capital expenditures will be approximately $850 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~~Table of ~~actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things.~~Contents

Cash Flows

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


		Nine months ended					Six months ended
		May 31, 2022		May 31, 2021			February 28, 2023		February 28, 2022
Net cash provided by operating activities	Net cash provided by operating activities	$	745	$	671	Net cash provided by operating activities	$	580	$	200
Net cash used in investing activities	Net cash used in investing activities	(616)		(644)		Net cash used in investing activities	(484)		(292)
Net cash used in financing activities	Net cash used in financing activities	(639)		(177)		Net cash used in financing activities	(371)		(381)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	13		(3)		Effect of exchange rate changes on cash and cash equivalents	(3)		(1)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	$	(497)	$	(153)	Net decrease in cash and cash equivalents	$	(278)	$	(474)

Operating Activities

Net cash provided by operating activities during the ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, was primarily due to non-cash expenses and net income and ~~non-cash expenses and an increase~~a decrease in accounts receivable, accounts payable, accrued expenses and other ~~liabilities;~~liabilities, contract assets. These decreases were partially offset ~~by:~~by an increase in inventories ~~contract assets,~~and prepaid expenses and other current ~~assets and~~assets. The decrease in accounts ~~receivable.~~receivable is primarily driven by the timing of collections. The ~~increase~~decrease in accounts payable, accrued expenses and other liabilities is primarily due to the timing of purchases and cash payments. The ~~increase in inventories is primarily due to higher raw material balances due to supply chain constraints. The increase~~decrease in contract assets is primarily due to timing of revenue recognition for over time customers. The increase in inventories is primarily due to higher raw material balances related to supply chain constraints, particularly in the automotive supply chain. The increase in prepaid expenses and other current assets is primarily due to the timing of payments. ~~The increase in accounts receivable is primarily driven by higher sales and the timing of collections.~~

Investing Activities

~~Table of Contents~~

Net cash used in investing activities during the ~~nine~~six months ended ~~May 31, 2022~~February 28, 2023 consisted primarily of capital expenditures, principally to support ongoing business in the DMS and EMS segments, partially offset by proceeds and advances from the sale of property, plant and equipment.

Financing Activities

Net cash used in financing activities during the ~~nine~~six months ended ~~May 31, 2022~~February 28, 2023 was primarily due to (i) payments for debt agreements, (ii) the repurchase of our common stock under our share repurchase authorization, (iii) the purchase of treasury stock under employee stock plans, and (iv) dividend payments. Net cash used in financing activities was partially offset by borrowings under debt agreements.

~~Contractual Obligations~~Capital Expenditures

AsFor 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 ~~the date of this report,~~actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other than the borrowings on the 4.250% Senior Notes, (see Note 5 – “Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements) and the new operating and finance leases, (see Note 4 – “Leases” to the Condensed Consolidated Financial Statements), there were no material changes outside the ordinary course of business, since August 31, 2021 to our contractual obligations and commitments and the related cash requirements.things.

Dividends and Share Repurchases

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

In July 2021, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of our common stock (the “2022 Share Repurchase Program”). As of ~~May 31, 2022, 8.6~~February 28, 2023, 16.5 million shares had been repurchased for ~~$517 million~~$1.0 billion and ~~$483 million~~no authorization remains ~~available~~ under the 2022 Share Repurchase Program.

In September 2022, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of the Company’s common stock (the “2023 Share Repurchase Program”). As of February 28, 2023, 0.3 million shares had been repurchased for $25 million and $975 million remains available under the 2023 Share Repurchase Program.

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Contractual Obligations

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


Item 3.			Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2021.~~2022.


Item 4.			Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of ~~May 31, 2022.~~February 28, 2023. Based on the Evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

For our fiscal quarter ended ~~May 31, 2022,~~February 28, 2023, we did not identify any modifications to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION


Item 1.			Legal Proceedings

See the discussion in Note 1617 - “Commitments and Contingencies” to the Condensed Consolidated Financial Statements.


Item 1A.			Risk Factors

~~We have amended the following Risk Factor that appeared in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2021.~~

We derive a substantial majority of our revenues from our international operations, which are subject to a number of different risks and often require more management time and expense than our domestic operations.

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

•~~difficulties in staffing and managing foreign operations and attempting to ensure compliance with our policies, procedures, and applicable local laws;~~

•~~less flexible employee relationships that can be difficult and expensive to terminate due to, among other things, labor laws and regulations;~~

•rising labor costs (including the introduction or expansion of certain social programs), in particular within the lower-cost regions in which we operate, due to, among other things, demographic changes and economic development in those regions;

•~~labor unrest and dissatisfaction, including potential labor strikes or claims;~~

•increased scrutiny by the media and other third parties of labor practices within our industry (including working conditions, compliance with employment and labor laws and compensation) which may result in allegations of violations, more stringent and burdensome labor laws and regulations, higher labor costs and/or loss of revenues if our customers become dissatisfied with our labor practices and diminish or terminate their relationship with us;

•burdens of complying with a wide variety of foreign laws, including those relating to export and import duties, domestic and foreign import and export controls, trade barriers (including tariffs and quotas), environmental policies and privacy issues, and local statutory corporate governance rules;

•For information regarding risk ~~of non-compliance with the U.S. Foreign Corrupt Practices Act (the “FCPA”) or similar regulations in other jurisdictions;~~

•~~less favorable, less predictable, or relatively undefined, intellectual property laws;~~

•~~lack of sufficient or available locations from which to operate or inability to renew leases on terms that are acceptable to us or at all;~~

•unexpected changes in regulatory requirements and laws or government or judicial interpretations of such regulatory requirements and laws and adverse trade policies, and adverse changes to any of the policies of either the U.S. or any of the foreign jurisdictions in which we operate;

•adverse changes in tax rates or accounting rules and the manner in which the U.S. and other countries tax multinational companies or interpret their tax laws or accounting rules or restrictions on the transfer of funds to us from our operations outside the U.S.;

•~~limitations on imports or exports of components or products, or other trade sanctions;~~

•~~political and economic instability and unsafe working conditions;~~

•geopolitical unrest, including the invasion of Ukraine, the possibility of military activity in countries near or adjacent to Ukraine, and the sanctions and other actions taken by the European Union, the United States and other governments around the world in response;

•~~risk of governmental expropriation of our property;~~

•~~inadequate infrastructure for our operations (e.g., lack of adequate power, water, transportation and raw materials);~~

•~~legal or political constraints on our ability to maintain or increase prices;~~

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•~~health concerns, epidemics and related government actions;~~

•~~increased travel costs and difficulty in coordinating our communications and logistics across geographic distances and multiple time zones;~~

•~~longer customer payment cycles and difficulty collecting trade accounts receivable;~~

•~~fluctuations in currency exchange rates;~~

•~~economies that are emerging or developing or that are subject to greater currency volatility, negative growth, high inflation, limited availability of foreign exchange and other risks;~~

•~~higher potential for theft, misappropriation or unauthorized access to or use of technology, data or intellectual property; and~~

•international trade disputes could result in tariffs and other protectionist measures that could adversely affect our business. Tariffs could increase the costs of the components and raw materials we use in the manufacturing process as well as import and export costs for finished products. Countries could adopt other protectionist measures that could limit our ability to manufacture products or provide services. Increased costs to our U.S. customers who use our non-U.S. manufacturing sites and components may adversely impact demand for our services and our results of operation and financial condition. Additionally, international trade disputes may cause our customers to decide to relocate the manufacturing of their products to another location, either within country, or into a new country. Relocations may require considerable management time as well as expenses related to market, personnel and facilities development before any significant revenue is generated, which may negatively affect our margin. Furthermore, there can be no assurance that all customer manufacturing needs can be met in available locations within the desired timeframe, or at all, which may cause us to lose business, which may negatively affect our financial condition and results of operation.

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, 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.

~~This amended Risk Factor should be considered along with the other Risk Factors~~ that could affect our business, results of operations, financial condition or future results, ~~included in~~see Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2021.~~2022. For further information on our forward-looking statements see Part I of this Quarterly Report on Form 10-Q.


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

The following table provides information relating to our repurchase of common stock during the three months ended ~~May 31, 2022:~~February 28, 2023:

~~Table of Contents~~

Period
Total Number
of Shares
Purchased(1)
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Program(2)
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program (in millions)(2)
March 1, 2022 - March 31, 2022 1,299,001 $ 56.25 1,299,001 $ 613
April 1, 2022 - April 30, 2022 1,233,818 $ 58.06 1,230,875 $ 542
May 1, 2022 - May 31, 2022 1,023,422 $ 57.60 1,022,599 $ 483
Total 3,556,241 $ 57.27 3,552,475


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

(1)The purchases include amounts that are attributable to ~~3,766~~47,242 shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards, their tax withholding obligations.

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

(3)In September 2022, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on September 27, 2022 (the “2023 Share Repurchase Program”).


Item 3.			Defaults Upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

Not applicable.


Item 5.			Other Information

None.

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Item 6.			Exhibits

Index to Exhibits

Incorporated by Reference Herein

Exhibit No.

Description

Form

Exhibit

Filing Date/Period End Date

Exhibit No.

Description

Form

Exhibit

Filing Date/Period End Date

1.1

Underwriting Agreement, dated as of April 20, 2022, among the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed therein.

8-K

1.1

5/4/2022

3.1

Registrant’s Certificate of Incorporation, as amended.

10-Q

3.1

5/31/2017

3.1

Registrant’s Certificate of Incorporation, as amended.

10-Q

3.1

5/31/2017

3.2

Registrant’s Bylaws, as amended.

10-Q

3.2

5/31/2017

3.2

Registrant’s Bylaws, as amended.

10-Q

3.2

8/31/2022

4.1

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

S-1

3/17/1993

4.1

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

S-1

3/17/1993

4.2

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

8-K

4.2

1/17/2008

4.2

8-K

4.2

1/17/2008

4.3

Form of 4.25 0% Registered Senior Notes due 2027 (included as Exh ibit A to the Officers ’ Certificate filed herewith as Exhibit 4.8).

8-K

4.1

5/4/2022

4.3

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

8-K

4.1

5/4/2022

4.4

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

8-K

4.1

1/17/2018

4.4

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

8-K

4.1

1/17/2018

4.5

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

8-K

4.1

1/15/2020

4.5

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

8-K

4.1

1/15/2020

4.6

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

8-K

4.1

7/13/2020

4.6

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

8-K

4.1

7/13/2020

4.7

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

8-K

4.1

4/14/2021

4.7

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

8-K

4.1

4/14/2021

4.8

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

8-K

4.1

5/4/2022

4.8

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

8-K

4.1

5/4/2022

10.1†*

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

10.1

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

8-K

10.1

2/13/2023

31.1*

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

31.1*

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

31.2*

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

31.2*

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

32.1*

Section 1350 Certification by the Chief Executive Officer.

32.1*

Section 1350 Certification by the Chief Executive Officer.

32.2*

Section 1350 Certification by the Chief Financial Officer.

32.2*

Section 1350 Certification by the Chief Financial Officer.

101

The following financial information from Jabil’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of May 31, 2022 and August 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three months and nine months ended May 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended May 31, 2022 and 2021, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended May 31, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2022 and 2021, and (vi) the Notes to Condensed Consolidated Financial Statements.

101

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

104

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

104

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

†

Indicates management compensatory plan, contract or arrangement

Filed or furnished herewith

Table of Contents

Certain instruments with respect to long-term debt of the Registrant and its consolidated subsidiaries are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount of securities authorized under each such instrument

~~Table of Contents~~

does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

3230

Table of Contents

SIGNATURES

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


	JABIL INC. Registrant

Date: ~~July 1, 2022~~April 5, 2023	By:	/s/ MARK T. MONDELLO
		Mark T. Mondello Chief Executive Officer

Date: ~~July 1, 2022~~April 5, 2023	By:	/s/ MICHAEL DASTOOR
		Michael Dastoor Chief Financial Officer

3331


Derivatives Not Designated as Hedging Instruments Under ASC 815	Location of (Loss) Gain on Derivatives Recognized in Net Income	Amount of (Loss) Gain Recognized in Net Income on Derivatives
		Three months ended				Nine months ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
Forward foreign exchange contracts(1)	Cost of revenue	$	(66)	$	27	$	(6)	$	148