Jabil (JBL) 10-K risk factor changes: FY2024 vs FY2023
The 2024-08-31 10-K against the 2023-08-31 one, compared heading by heading and sentence by sentence.
Item 1A97 rewritten35 added38 removed253 unchanged
All filing items1,040 rewritten650 added272 removed1,799 unchanged
Summary
counted, not written
- Item 1A lists 33 risk factor headings: 1 new, 1 reworded and 31 unchanged since FY2023. 3 headings from FY2023 no longer appear.
- Sentence by sentence, 650 added, 272 removed, 1,040 rewritten and 1,799 unchanged across 17 items that differ.
- New this year: Item 1C. Cybersecurity.
New Item 1A headings (1)
- We are subject to litigation and proceedings, which may result in substantial expenses, settlement costs, or judgments; require the time and attention of key management resources; and result in adverse publicity, any of which may negatively impact our financial performance.
Removed Item 1A headings (3)
- The effect of COVID-19 on our operations and the operations of our customers, suppliers and logistics providers has had, and may in the future again have, a material and adverse impact on our financial condition and results of operations.
- We may experience difficulties with consummating the sale of our Mobility business to BYD Electronic (International) Co. Ltd. (“BYDE”).
- Any delay in the implementation of our information systems could disrupt our operations and cause unanticipated increases in our costs.
Reworded Item 1A headings (1)
- We have on occasion not achieved, and may not in the future achieve, expected profitability from our acquisitions;
[removed: and]divestitures may adversely affect our business, reputation, financial condition, results of[removed: operations][added: operations,] or cash flows.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
97 rewritten, 35 added, 38 removed, 253 unchanged
Our ability to schedule production, manage capital [removed: expenditures] [added: expenditures,] and maximize the efficiency of our manufacturing capacity is highly dependent on the actions of our customers, who generally do not commit to long-term production [removed: schedules,] [added: schedules] and cancel orders, change production quantities, delay [removed: production] [added: production,] and/or change sourcing strategy.
We make significant decisions, including determining the levels of business that we will seek and accept, production schedules and locations, component procurement commitments, personnel [removed: needs] [added: needs,] and other resource requirements, based on our estimate of customer requirements.
Many factors outside of our control impact our customers and their ordering behavior, including [removed: global pandemics,] recession in end markets, changing technology and industry standards, commercial acceptance for products and shifting market demand, product obsolescence, [added: global pandemics,] and loss of business.
Customers have canceled their orders, changed production quantities or designs, delayed production, changed their sourcing [removed: strategy] [added: strategy,] and terminated their relationships with us.
We cannot assure you that present or future customers will not terminate their service arrangements with us or significantly change, reduce, [removed: cancel] [added: cancel,] or delay the amount of services ordered.
Such changes, [removed: delays] [added: delays,] and cancellations have led to, and may lead in the future [removed: to] [added: to,] a decline in our production and our possession of excess or obsolete inventory that we may not be able to sell to customers or third parties.
This [added: has, and] may [added: again,] result in write downs of inventories, reduction in the number of products that we sell, delays in payment for inventory that we purchased, and reductions in the use of our manufacturing facilities.
Our business at times experiences periods of rapid growth which can place considerable demands upon our management team and our operational, [removed: financial] [added: financial,] and management information systems.
Our ability to manage growth effectively requires us to continue to implement and improve these systems; avoid cost overruns; maintain customer, [removed: supplier] [added: supplier,] and other favorable business relationships during transition periods; efficiently and effectively dedicate resources to existing customers as well as new projects; acquire or construct additional facilities; occasionally transfer operations to different facilities; acquire equipment in anticipation of demand; procure materials and components; continue to develop the management skills of our managers and supervisors; adapt relatively quickly to new markets or technologies and continue to hire, train, motivate and manage our employees.
Because we make capital expenditures during this ramping-up process and do not receive payment until after we produce and ship the customer’s products, any delays or unanticipated costs in the ramping-up process [added: have, and] may [removed: have] [added: again have,] a significant adverse effect on our cash flows and our results of operations.
We currently depend, and expect to continue to depend for the foreseeable future, upon a relatively small number of customers for a significant percentage of our net revenue and upon their continued existence, growth, [removed: viability] [added: viability,] and financial stability.
Purchasing components early [added: has, and] may [added: again] cause us to incur additional inventory carrying costs and [removed: may cause us to] experience inventory obsolescence, both of which may not be recoverable from our customers and could adversely affect our gross profit margins and results of operations.
Component availability may be impacted by a supplier’s decision to change part design, performance specifications, manufacturing process, manufacturing [removed: locations] [added: locations,] and/or use of subcontractors, or by both planned and unforeseen product discontinuation.
There is less demonstration of market acceptance of their [removed: products] [added: products,] making it harder for us to anticipate requirements as compared to established customers.
We sometimes offer these customers extended payment terms, [removed: loans] [added: loans,] and other support and financial accommodations which increases our financial exposure and has impacted our financial results in the past.
The success of our business is dependent on our ability to keep pace with technological changes and competitive conditions in our [removed: industry,] [added: industry] and our ability to effectively adapt our services as our customers react to technological changes and competitive conditions in their respective industries.
If we are unable to offer technologically advanced, cost effective, quick response manufacturing services that are differentiated from our competition [added: (including utilization of machine learning] and [added: artificial intelligence) and] adapt those services as our customers’ requirements change, demand for our services will decline.
As a result, we must make long-term investments, develop or obtain appropriate intellectual [removed: property] [added: property,] and commit significant resources before knowing whether our assumptions will accurately reflect customer demand.
After the development of a new business model, program, [removed: product] [added: product,] or service, we typically must be able to manufacture appropriate volumes quickly and at low cost.
We compete with numerous other diversified manufacturing service providers, electronic manufacturing services, design [removed: providers] [added: providers,] and others.
Our business is highly [removed: competitive] [added: competitive,] and our manufacturing processes are generally not subject to significant proprietary protection.
We compete against numerous domestic and foreign electronic manufacturers, manufacturing service providers, design [removed: providers] [added: providers,] and others.
- have technological expertise, engineering [removed: capabilities] [added: capabilities,] and/or manufacturing resources that are greater than ours;
- have greater name recognition, critical [removed: mass] [added: mass,] and geographic market presence;
- devote greater resources to the development, [removed: promotion] [added: promotion,] and sale of their services and execution of their strategy;
- have greater direct buying power from component suppliers, [removed: distributors] [added: distributors,] and raw material suppliers;
- have increased vertical [removed: capabilities] [added: capabilities,] providing them greater cost savings.
Problems suffered by any of these common carriers, including natural disaster, pandemic, labor problems, increased energy prices, or criminal activity, has and could result in shipping delays for products or materials, increased [removed: costs] [added: costs,] or other supply chain disruptions, and could therefore have a negative impact on our ability to receive products from suppliers and deliver products to customers, resulting in a material adverse effect on our operations.
We may not be able to maintain our engineering, [removed: technological] [added: technological,] and manufacturing expertise.
Although we use the assembly and testing technologies, [removed: equipment] [added: equipment,] and processes that are currently required by our customers, we cannot be certain that we will be able to maintain or develop the capabilities required by our customers in the future.
The emergence of new technology, industry [removed: standards] [added: standards,] or customer requirements may render our equipment, [removed: inventory] [added: inventory,] or processes obsolete or noncompetitive.
We depend on attracting and retaining officers, [removed: managers] [added: managers,] and skilled personnel.
Our success depends to a large extent upon the continued services of our officers, [removed: managers] [added: managers,] and skilled personnel.
To aid in managing our growth and strengthening our pool of management and skilled personnel, we will need to internally develop, [removed: recruit] [added: recruit,] and retain skilled management personnel.
- 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 [removed: laws] [added: laws,] and regulations, higher labor [removed: costs] [added: costs,] and/or loss of revenues if our customers become dissatisfied with our labor practices and diminish or terminate their relationship with us;
- the [added: Israel-Hamas war,] attacks on [removed: Israel,] [added: shipping vessels in] the [added: Red Sea, the] possibility of military activity in countries near or adjacent to Israel, and the sanctions and other actions that have or may be taken by other governments around the world in response could impact the Company although we have limited business in Israel;
- inadequate infrastructure for our operations (e.g., lack of adequate power, water, [removed: transportation] [added: transportation,] and raw materials);
- health concerns, [removed: epidemics] [added: epidemics,] and related government actions;
- economies that are emerging or developing or that are subject to greater currency volatility, negative growth, high inflation, limited availability of foreign [removed: exchange] [added: exchange,] and other risks;
- higher potential for theft, [removed: misappropriation] [added: misappropriation,] or unauthorized access to or use of technology, [removed: data] [added: data,] or intellectual property; and
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Although the impact of the Russia/Ukraine conflict on our supply chain has not been significant, some sub-tier suppliers providing raw materials such as palladium, neon gas, and high-grade aluminum are partially dependent on supply from the regions that may be impacted by the conflict.
We will continue to closely monitor the supply availability and price fluctuations of these raw materials.
In addition, we source some parts from certain suppliers located in Israel.
Although the impact of the Russia/Ukraine conflict and conflicts in the Middle East on our supply chain has not been significant to date, we cannot assure you that this will continue to be the case.
Price increases resulting from such shortages and/or other factors which we cannot recover from our customers may adversely impact our results of operations.
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The addition of new customers has also introduced different demand cycles.
For example, cloud-based service providers are cyclically different from our traditional customers, creating changes to our historical revenue patterns and increasing the complexity of the management of our working capital requirements.
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Any of these could adversely affect our financial results.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
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We are subject to litigation and proceedings, which may result in substantial expenses, settlement costs, or judgments; require the time and attention of key management resources; and result in adverse publicity, any of which may negatively impact our financial performance.
We are party to various legal actions incidental to our business, as plaintiff or defendant, as well as various other claims, suits, investigations, and legal or governmental proceedings.
Regardless of the merits of the claims, litigation or governmental proceedings may be both time-consuming and disruptive to our business.
The defense and ultimate outcome of any lawsuits or other legal proceedings may result in higher expenses, which could have a material adverse effect on our business, financial condition, or results of operations.
We cannot predict the final outcome of such lawsuits or proceedings or the likelihood that other proceedings will be initiated against us.
Accordingly, the cost of defending against such lawsuits or proceedings, or any future lawsuits or proceedings, may be high and, in any event, these legal proceedings may result in the diversion of our management's time and attention away from our business.
In the event that there is an adverse ruling in any legal proceeding,
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we may be required to make payments to third parties that could be in excess of any amounts accrued and could have a material adverse effect on our reputation, financial condition, and/or results of operations.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Our tax position, however, is subject to review and possible challenge by taxing authorities (including application of transfer pricing rules to our intercompany transactions) and to possible changes in law.
The Organization for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax rate.
Many countries, including countries in which we have tax incentives, have enacted or are in the process of enacting laws based on the OECD’s proposals.
Our effective tax rate and cash tax liability could be adversely impacted by these rules beginning in fiscal year 2025, with the full impact occurring in subsequent years.
Further, the global minimum tax is expected to reduce the benefits achieved from tax incentives.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
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The effect of COVID-19 on our operations and the operations of our customers, suppliers and logistics providers has had, and may in the future again have, a material and adverse impact on our financial condition and results of operations.
Our global operations expose us to COVID-19 and its variants, which have had and may in the future again have an adverse impact on our employees, operations, supply chain and distribution system.
Public and private sector policies and initiatives to reduce the transmission of COVID-19, including travel restrictions and quarantines, have and may have again in the future impact our operations, including affecting the ability of our employees to get to our facilities, reducing capacity utilization levels, causing certain facility or intermittent business suspensions, and interrupting the movement or increasing the cost of moving components and products through our supply chain.
If factory suspensions are required or reductions in capacity utilization levels occur in the future, we would expect to incur additional direct costs and lost revenue.
Our suppliers have experienced facility closures or reductions in their capacity utilization levels and may experience closures or reductions again in the future.
When this occurs, we have and may in the future again have difficulty sourcing materials necessary to fulfill production requirements which could lead to higher material and freight costs.
Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees.
The ability of our employees to work has been, and may again be significantly impacted by individuals contracting or being exposed to COVID-19.
We believe COVID-19 has had, and may in the future again have, a material and adverse impact on our consolidated financial position, results of operations and cash flows.
economic growth.
presenting a unified corporate image; (12) the possibility that we will have unutilized capacity due to our acquisition activity; (13) when acquiring an operation from a customer and continuing or entering into a supply arrangement, our inability to meet the expectations of the customer as to volume, product quality, timeliness and cost reductions.
We may experience difficulties with consummating the sale of our Mobility business to BYD Electronic (International) Co. Ltd. (“BYDE”).
Through our indirect subsidiary, Jabil Circuit (Singapore) Pte.
Ltd., we have agreed to sell our Mobility business to BYDE as announced on September 26, 2023.
The transaction has not yet closed, and a number of risks and challenges may arise in consummating the divestiture, including:
- The occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement;
- The failure to satisfy closing conditions and consummate the potential transaction;
- Jabil’s or BYDE’s ability to obtain required regulatory approvals for the potential transaction and the timing and conditions for such approvals; and
- The ability to obtain any approval required from the stockholders of BYDE or required consents of other third parties.
In addition, we might experience disruption from the potential transaction, including potential adverse changes to relationships with customers, employees, suppliers or other parties resulting from the failure to consummate the potential transaction; potential proceedings relating to the potential transaction that could be instituted against Jabil; unexpected costs or unexpected liabilities that may arise from the potential transaction, whether or not consummated; the inability to retain key personnel; the impact of changes in economic, market, political or social conditions; and future regulatory or legislative actions that could adversely affect us.
We are currently in the process of completing the installation of an enterprise resource planning system in certain of our manufacturing facilities, which will replace the existing planning and financial information systems.
Any delay in the implementation of these information systems could result in material adverse consequences, including disruption of operations, loss of information and unanticipated increases in costs.
other demands and could have an adverse effect on our reputation, customer relationships, profitability and results of operations.
We can offer no assurance under the uncommitted trade accounts receivable sales programs that if we attempt to sell receivables through such programs in the future that we will receive funding from the associated banks, which would require us to utilize other available sources of liquidity, including our revolving credit facilities.
Our tax position, however, is subject to review and possible challenge by taxing authorities and to possible changes in law (including adverse changes to the manner in which the U.S. and other countries tax multinational companies or interpret their tax laws).
Due to the possibility of changes in existing tax law and our operations, we are unable to predict how any expirations will impact us in the future.
Certain of our subsidiaries provide financing, products and services to, and undertake certain significant transactions with, other subsidiaries in different jurisdictions.
Several jurisdictions in which we operate have tax laws with detailed transfer pricing rules that require that all transactions with non-resident related parties be priced using arm’s length pricing principles, and that contemporaneous documentation must exist to support such pricing.
There is a risk that the taxing authorities may not deem our transfer pricing methodology or documentation acceptable.
In August 2022, the U.S. government enacted the Inflation Reduction Act (the “IRA”) which includes a 15% book income alternative minimum tax on certain corporations and a 1% excise tax on share repurchases.
Based on our current analysis of the provisions, we do not expect these tax law changes to have a material impact on our financial statements; however, we will continue to evaluate their impact as further information becomes available.
The European Union (EU) and other countries have committed to enacting substantial changes that would reshape international tax rules, including the introduction of a global minimum tax.
In December 2022, the EU approved a directive requiring member states to incorporate a 15% global minimum tax applied on a country-by-country basis into their respective laws effective for fiscal years beginning on or after December 31, 2023.
In addition, several non-EU countries have recently proposed and/or adopted legislation consistent with the global minimum tax framework.
Although the timing and ultimate impacts of any such changes are uncertain, our effective tax rate and cash tax liability could be adversely impacted by the enactment of these rules.
If, however, these hedging activities are not successful, if the counterparties to these
For example, significant changes to revenue recognition rules have been adopted and first applied to us in fiscal year 2019.
Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or
An excerpt. Shown here: 40 of 97 rewritten, all 35 added and all 38 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
175 rewritten, 153 added, 61 removed, 287 unchanged
We provide comprehensive electronics design, [removed: production] [added: production,] and product management services to companies in various industries and end markets.
[removed: We have] [added: At August 31, 2024, we had] 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 [removed: around] [added: on] leveraging IT, supply chain [removed: design] [added: design,] and engineering, technologies largely centered on core electronics, utilizing our [removed: large scale] [added: large-scale] manufacturing infrastructure and our ability to serve a broad range of end markets.
Our EMS segment is a [removed: high volume] [added: high-volume] business that produces product at a quicker rate [removed: (i.e.] [added: (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-capital equipment, and networking and storage industries.
Our DMS segment is focused on providing engineering solutions, with an emphasis on material sciences, [removed: technologies] [added: technologies,] and healthcare.
Our DMS segment includes customers primarily in the automotive and transportation, connected devices, [removed: healthcare] and [removed: packaging,] [added: healthcare] and [removed: mobility] [added: packaging] industries.
This requires us to commit significant working capital to our operations and to manage the purchasing, receiving, [removed: inspecting] [added: inspecting,] and stocking of materials.
Our operating results are impacted by the level of capacity utilization of manufacturing facilities; indirect labor costs; and selling, [removed: general] [added: general,] and administrative expenses.
See Note [removed: 13] [added: 14] – “Concentration of Risk and Segment Data” to the Consolidated Financial Statements.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net revenue | | | $ | [removed: 34,702] [added: 28,883] | | | | | $ | [removed: 33,478] [added: 34,702] | | | | | $ | [removed: 29,285] [added: 33,478] | |
| Gross profit | | | $ | [removed: 2,867] [added: 2,676] | | | | | $ | [removed: 2,632] [added: 2,867] | | | | | $ | [removed: 2,359] [added: 2,632] | |
| Operating income | | | $ | [removed: 1,537] [added: 2,013] | | | | | $ | [removed: 1,393] [added: 1,537] | | | | | $ | [removed: 1,055] [added: 1,393] | |
| Net income attributable to Jabil Inc. | | | $ | [removed: 818] [added: 1,388] | | | | | $ | [removed: 996] [added: 818] | | | | | $ | [removed: 696] [added: 996] | |
| Earnings per share – basic | | | $ | [removed: 6.15] [added: 11.34] | | | | | $ | [removed: 7.06] [added: 6.15] | | | | | $ | [removed: 4.69] [added: 7.06] | |
| Earnings per share – diluted | | | $ | [removed: 6.02] [added: 11.17] | | | | | $ | [removed: 6.90] [added: 6.02] | | | | | $ | [removed: 4.58] [added: 6.90] | |
We believe the metrics set forth below are useful to investors in measuring our [removed: liquidity] [added: liquidity,] as future liquidity needs will depend on fluctuations in levels of inventory, accounts [removed: receivable] [added: receivable,] and accounts payable.
| | | | August 31, [removed: 2023(1)] [added: 2024] | | | | | | May 31, [removed: 2023] [added: 2024] | | | | | | August 31, [removed: 2022] [added: 2023(1)] | | |
| Sales cycle(2) | | | [removed: 43] [added: 34] days | | | | | | [removed: 48] [added: 47] days | | | | | | [removed: 32] [added: 43] days | | |
| Days in accounts receivable(4) | | | [removed: 40] [added: 46] days | | | | | | [removed: 38] [added: 45] days | | | | | | 40 days | | |
| Days in inventory(5) | | | [removed: 80] [added: 76] days | | | | | | [removed: 84] [added: 81] days | | | | | | [removed: 79] [added: 80] days | | |
| Days in accounts payable(6) | | | [removed: 77] [added: 88] days | | | | | | [removed: 74] [added: 79] days | | | | | | [removed: 87] [added: 77] days | | |
During the three months ended August 31, [removed: 2023,] [added: 2024,] the increase in days in accounts receivable from the [removed: prior sequential quarter] [added: three months ended August 31, 2023,] was primarily due to [removed: an increase in accounts receivable, primarily driven by] [added: the] timing of collections.
During the three months ended August 31, [removed: 2023,] [added: 2024,] the decrease in days in inventory from the prior sequential quarter [added: and the three months ended August 31, 2023,] was primarily driven by [removed: sales activity during the quarter resulting in a] higher consumption of inventory [added: to support sales during the quarter] and improved working capital management.
During the three months ended August 31, [removed: 2023,] [added: 2024,] the [removed: decrease] [added: increase] in days in accounts payable from the [added: prior sequential quarter and the] three months ended August 31, [removed: 2022] [added: 2023,] was primarily due to [removed: cash payments and] timing of purchases [added: and cash payments] during the quarter.
The transaction price of each performance obligation is generally based upon the contractual [removed: stand-alone] [added: standalone] selling price of the product or service.
Management regularly assesses inventory valuation based on current and forecasted usage, customer inventory-related contractual [removed: obligations] [added: obligations,] and other lower of cost and net realizable value considerations.
[removed: The Company] [added: We] may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired.
If the qualitative assessment is not performed or if [removed: the Company determines] [added: we determine] that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit.
If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered [removed: impaired] [added: impaired,] and a loss is recognized in the amount equal to that excess.
We perform [removed: an indefinite-lived intangible asset] [added: a goodwill] impairment analysis on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
For further discussion related to our income taxes, refer to Note [removed: 15 —] [added: 16 –] “Income Taxes” to the Consolidated Financial Statements.
See Note [removed: 19] [added: 20] – “New Accounting Guidance” to the Consolidated Financial Statements for a discussion of recent accounting guidance.
"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, [removed: 2022] [added: 2023,] for the results of operations discussion for the fiscal year ended August 31, [removed: 2022] [added: 2023,] compared to the fiscal year ended August 31, [removed: 2021.][added: 2022.]
| (dollars in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |
| Net revenue | | | $ | [removed: 34,702] [added: 28,883] | | | | | $ | [removed: 33,478] [added: 34,702] | | | | | $ | [removed: 29,285] [added: 33,478] | | | | | [removed: 3.7] [added: (16.8)] | | % | | | | [removed: 14.3] [added: 3.7] | | % |
[removed: *2023] [added: | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024] vs. [removed: 2022*][added: 2023 | | | | | | 2023 vs. 2022 | | |]
Net revenue [removed: increased] [added: decreased] during the fiscal year ended August 31, [removed: 2023] [added: 2024,] compared to the fiscal year ended August 31, [removed: 2022.][added: 2023.]
[removed: Specifically, the] [added: The] DMS segment net revenue [removed: increased 8%] [added: decreased 16%] due to: (i) a [removed: 7% increase in revenues from existing customers within our automotive and transportation business,] [added: 13% decrease primarily driven by the divestiture of the Mobility Business,] (ii) a [removed: 4% increase] [added: 3% decrease] in revenues from existing customers within our [removed: healthcare and packaging businesses] [added: connected devices business,] and (iii) a 1% [removed: increase in] [added: decrease] in revenues from existing customers within our [removed: mobility] [added: healthcare and packaging] business.
The [removed: increase was] [added: decrease is] partially offset by a [removed: 4% decrease] [added: 1% increase] in revenues from existing customers within our [removed: connected devices] [added: automotive and transportation] business.
On December 29, 2023 (“the Closing Date”), we completed the sale of our product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi (the “Mobility Business”) to an affiliate of BYD Electronic (International) Co. Ltd. (“BYDE”) for pre-tax cash proceeds of approximately $2.2 billion, subject to certain post-closing adjustments.
The DMS segment included the results of the Mobility Business prior to the Closing Date.
Beginning September 1, 2024, we reorganized our internal structure to focus on speed, precision, and solutions and as a result of our organizational realignment, we will report our business in the following three segments: Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce.
Our Regulated Industries segment is focused on regulated markets and includes revenues from customers primarily in the automotive and transportation, healthcare and packaging, and renewable energy infrastructure industries.
Our Intelligent Infrastructure segment is focused on the modern digital ecosystem including artificial intelligence (“AI”) infrastructure and includes revenues from customers primarily in the capital equipment, cloud and data center infrastructure, and networking and communications industries.
Our Connected Living and Digital Commerce segment is focused on digitalization and automation, including warehouse automation, and robotics, and includes revenues from customers primarily in the connected living and digital commerce industries.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
For further discussion related to impairment analyses performed during fiscal year 2024, and performed in connection with the divestiture of the Mobility Business, refer to Note 6 – “Goodwill and Other Intangible Assets” and Note 17 – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements.
*2024 vs. 2023*
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
On December 29, 2023, we completed the sale of the Mobility Business.
| | | | 2024(1) | | | | | | 2023 | | | | | | 2022 | | |
(1)Decrease from prior periods is driven by the divestiture of the Mobility Business during the fiscal year ended August 31, 2024.
See Note 17 – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements for additional information.
| Gross profit | | | $ | 2,676 | | | | | $ | 2,867 | | | | | $ | 2,632 | |
*2024 vs. 2023*
*2024 vs. 2023*
The decrease is primarily due to lower salary and salary related expenses.
| (dollars in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
*2024 vs. 2023*
*2024 vs. 2023*
Amortization of intangibles increased during the fiscal year ended August 31, 2024, compared to the fiscal year ended August 31, 2023, primarily due to amortization related to the Green Point trade name, which was reclassified to a definite-lived intangible asset during fiscal year 2024.
The increase is partially offset by certain intangible assets that were fully amortized during fiscal year 2023.
| (in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |
*2024 vs. 2023*
Restructuring, severance and related charges increased during the fiscal year ended August 31, 2024, compared to the fiscal year ended August 31, 2023, primarily due to charges related to the 2024 Restructuring Plan.
The 2024 Restructuring Plan, totaling approximately $300 million in pre-tax restructuring and other related costs, was substantially complete as of August 31, 2024.
*2025 Restructuring Plan*
On September 24, 2024, our Board of Directors approved a restructuring plan to align our support infrastructure to further optimize organizational effectiveness.
This action includes headcount reductions across our SG&A and manufacturing cost base and capacity realignment (the “2025 Restructuring Plan”).
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Gain from the Divestiture of Businesses
| (in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |
| Gain from the divestiture of businesses | | | $ | (942) | | | | | $ | — | | | | | $ | — | | | | | $ | (942) | | | | | $ | — | |
In the second quarter of fiscal year 2024, we completed the divestiture of the Mobility Business.
As a result of the transaction, we recorded a pre-tax gain of $942 million, subject to certain post-closing adjustments that are still being finalized.
See Note 17 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.
On September 26, 2023, we announced the signing of a definitive agreement to divest our mobility business to BYD Electronic (International) Company Limited (“BYDE”) in a cash transaction valued at approximately $2.2 billion.
The transaction is
anticipated to close within the first two quarters of our fiscal year 2024 (which is the period from September 1, 2023 through February 29, 2024), and is subject to closing conditions, including required regulatory approvals.
During the three months ended August 31, 2023, the increase in days in accounts payable from the prior sequential quarter was primarily due to an increase in material purchases and timing of cash payments during the quarter.
The Company may elect to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible is impaired.
If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of an indefinite-lived intangible exceeds the carrying value, the recoverability is measured by comparing the carrying amount to the fair value.
If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, the indefinite-lived intangible asset is considered impaired.
We completed our annual impairment analysis for goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal year 2023.
The qualitative assessment was used for all reporting units and we determined that it is more likely than not that the fair values of our reporting units and the indefinite-lived intangible assets are in excess of the carrying values and that no impairment existed as of the date of the impairment analysis.
The transaction is anticipated to close within the first two quarters of our fiscal year 2024 (which is the period from September 1, 2023 through February 29, 2024), and is subject to closing conditions, including required regulatory approvals.
During fiscal year 2024, we expect an additional $700 million in components that we procure and integrate for our cloud business will shift from a purchase and resale model to a customer-controlled consignment service model.
As a result of this continued transition, revenue associated with these components are shown on a net basis and as a result, we expect higher gross margins and lower cash used in this business.
The increase is primarily due to: (i) a $26 million increase due to higher salary and salary related expenses, (ii) a $14 million increase in stock-based compensation expense due to higher anticipated achievement levels for certain performance-based stock awards and increased awards granted, and (iii) $12 million of other selling, general and administrative expenses.
Amortization of intangibles remained relatively consistent during the fiscal year ended August 31, 2023 compared to the fiscal year ended August 31, 2022.
The change in loss on debt extinguishment during the fiscal year ended August 31, 2023 compared to the fiscal year ended August 31, 2022, is due to the “make-whole” premium incurred for the redemption of the 4.700% Senior Notes during the fiscal year ended August 31, 2022.
Gain on Securities
| Gain on securities | | | $ | — | | | | | $ | — | | | | | $ | (2) | | | | | $ | — | | | | | $ | 2 | |
Gain on securities remained consistent during the fiscal year ended August 31, 2023 compared to the fiscal year ended August 31, 2022.
These increases were partially offset by a $17 million income tax expense for an unrecognized tax benefit related to the taxation of certain prior year intercompany transactions for the fiscal year ended August 31, 2022.
| Gain on securities | | | — | | | | | | — | | | | | | (2) | | |
| Net income | | | $ | 155 | | | | | $ | 315 | |
| Earnings per share attributable to the stockholders of Jabil Inc.: | | | | | | | | | | | |
| Basic | | | $ | 1.18 | | | | | $ | 2.30 | |
| Diluted | | | $ | 1.15 | | | | | $ | 2.25 | |
The sale is being made pursuant to a definitive agreement (the “Purchase Agreement”) for the sale and purchase of certain assets of Singapore Seller and the shares of Juno Singapore Target Newco Pte.
Ltd. (the “Target”).
Following a pre-closing reorganization (the “Reorganization”), the Target will hold, indirectly or directly, the Business.
Pursuant to the Preliminary Acquisition Agreement, dated August 26, 2023, by and between Purchaser and Singapore Seller, and the Purchase Agreement, Purchaser paid an aggregate deposit in the amount of $440 million, of which $132 million was paid to an escrow agent and $308 million was paid to the Company.
Singapore Seller is entitled to retain the deposits in all circumstances, except in the event of a termination of the Purchase Agreement by Purchaser due to Singapore Seller’s breach of any warranty or failure to comply with any covenant applicable to it that would cause any closing condition of Purchaser to not be satisfied.
Purchaser is entitled to repayment of $390 million of the deposit if on April 1, 2024 (i) the Reorganization has not been completed in all material respects, other than as a result of the failure to obtain regulatory approvals in the People’s Republic of China, and (ii) all other mutual conditions and conditions of Singapore Seller to closing have been satisfied.
The transaction is anticipated to close within the first two quarters of our current fiscal year 2024 (which is the period from September 1, 2023 through February 29, 2024).
The closing of the transaction is subject to certain customary closing conditions set forth in the Purchase Agreement that include, among other things, receipt of regulatory approvals, accuracy of the warranties of the parties (subject to certain materiality standards set forth in the Purchase Agreement), completion of the Reorganization in all material respects, and material performance of certain respective obligations.
The closing of the transaction is not conditioned on the receipt of financing.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of August 31, 2021 | | | $ | 499 | | | | | $ | 300 | | | | | $ | 496 | | | | | $ | 495 | | | | | $ | 591 | | | | | $ | 496 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 1 | | | | | $ | 2,878 | |
| Borrowings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 498 | | | | | | — | | | | | | 3,269 | | | | | | | | | | | | — | | | | | | 3,767 | | |
| Payments | | | (500) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,269) | | | | | | | | | | | | (1) | | | | | | (3,770) | | |
(1)On April 13, 2023, we issued $300 million of publicly registered 5.450% Senior Notes due 2029 (the “5.450% Senior Notes”).
We used the net proceeds for general corporate purposes, including, together with available cash, repayment of the $300 million aggregate principal amount of our 4.900% Senior Notes due in July 2023.
An excerpt. Shown here: 40 of 175 rewritten, 40 of 153 added and 40 of 61 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
9 rewritten, 2 added, 4 removed, 11 unchanged
We enter into forward [added: foreign exchange] contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, intercompany [removed: transactions] [added: transactions,] and fixed purchase obligations denominated in a currency other than the functional currency of the respective operating entity.
We do not, and do not intend to [removed: use] [added: use,] derivative financial instruments for speculative or trading purposes.
The change in fair value related to contracts designated as accounting cash flow hedging instruments is initially reported as a component of [removed: AOCI] [added: accumulated other comprehensive income (“AOCI”)] and subsequently reclassified to the revenue or expense line in which the underlying transaction occurs within our Consolidated Statements of Operations.
[removed: The forward] [added: Forward foreign exchange] contracts [added: will generally expire in less than three months and] are primarily denominated in Chinese yuan renminbi, Euro, [removed: Indian rupee,] [added: Malaysian Ringgit,] Mexican peso and Swiss franc.
Based on our overall currency rate exposures as of August 31, [added: 2024 and August 31,] 2023, [added: respectively,] including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets and liabilities, an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Consolidated Financial Statements.
Our exposure to market risk includes changes in interest rates that could affect the Consolidated Balance Sheet, Consolidated [removed: Statement] [added: Statements] of Operations, and the Consolidated [removed: Statement] [added: Statements] of Cash Flows.
There were no borrowings outstanding under debt facilities with variable interest rates as of August 31, [removed: 2023.][added: 2024 and August 31, 2023, respectively.]
A hypothetical 100-basis-point [removed: increase] [added: change] in the interest rates under the Credit Facility and our commercial paper program would [removed: increase] [added: not have a material effect on] our [removed: interest expense, net as of August 31, 2023 by approximately $18 million.][added: Consolidated Financial Statements.]
As of August 31, [removed: 2023,] [added: 2024,] there are no outstanding interest rate swaps.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
See Note 11 — “Derivative Financial Instruments and Hedging Activities” for additional information regarding interest rate risk management.
The forward contracts (both those that are designated and not designated as accounting hedging instruments) will generally expire in less than three months, with 11 months being the maximum term of the contracts outstanding as of August 31, 2023.
Contemporaneously with the issuance of the 5.450% Senior Notes in April 2023, the Company settled cash flow hedges with an aggregate notional amount of $150 million and $100 million, with effective dates of May 2021 and August 2022, respectively.
The cash received for the cash flow hedges at settlement was $15 million.
The settled cash flow hedges are recorded in the Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense, net in the Consolidated Statements of Operations.
Item 1. Business
104 rewritten, 97 added, 47 removed, 130 unchanged
We are one of the leading providers of [removed: worldwide] manufacturing services and [removed: solutions.][added: solutions worldwide.]
We provide comprehensive electronics design, [removed: production] [added: production,] and product management services to companies in various industries and end markets.
Our services enable our customers to reduce manufacturing costs, improve [removed: supply-chain] [added: supply chain] management, reduce inventory obsolescence, lower transportation [removed: costs] [added: costs,] and reduce product fulfillment [removed: time.][added: times.]
We conduct our operations in facilities that are located worldwide, including but not limited to China, [removed: India, Malaysia,] Mexico, Singapore, and the United States.
For the fiscal year ended August 31, [removed: 2023,] [added: 2024,] we had net revenues of [removed: $34.7] [added: $28.9] billion and net income attributable to Jabil Inc. of [removed: $818 million.][added: $1.4 billion.]
[removed: We have] [added: At August 31, 2024, we had] 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 [removed: capital] [added: capital,] and risk profiles.
Our EMS segment is focused [removed: around] [added: on] 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 DMS [added: segment] includes customers primarily in the automotive and transportation, connected devices, [removed: healthcare] and [removed: packaging,] [added: healthcare] and [removed: mobility] [added: packaging] industries.
Additional financial information regarding our reportable operating segments is included in Item 7 of this report and Note [removed: 13] [added: 14] – “Concentration of Risk and Segment Data” to the Consolidated Financial Statements.
[removed: The] [added: Our] industry [removed: in which we operate has] [added: was] historically [removed: been] composed of companies that provide a range of design and manufacturing services to companies that utilize electronics components in their products.
[removed: In recent years, the] [added: The] industry [removed: has] [added: subsequently] expanded to include customers that require products and services beyond electronic [removed: components] [added: components,] including plastics and metal components, packaging, and injection molding.
We monitor the current economic environment and its potential impact on both the customers we serve as well as our end [removed: markets and] [added: markets; we] closely manage our costs and capital resources so that we can respond appropriately as circumstances change.
- Efficient Manufacturing. Manufacturing [removed: service] [added: solutions] providers are often able to manufacture products at a reduced total cost to companies.
Companies are increasingly seeking to reduce their investment in inventory, [removed: facilities] [added: facilities,] and equipment used in manufacturing and prioritizing capital investments in other [removed: activities] [added: activities,] such as sales and marketing and research and development (“R&D”).
- Accelerated Product Time-to-Market and Time-to-Volume. Manufacturing [removed: service] [added: solutions] providers are often able to deliver accelerated production start-ups and achieve high efficiencies in bringing new products to production.
- Access to Advanced Design and Manufacturing Technologies. By utilizing manufacturing [removed: service] [added: solutions] providers, customers gain access to additional advanced technologies in manufacturing processes, as well as to product and [added: production design, which can offer customers significant improvements in the performance, quality, cost, time-to-market and manufacturability of their products.]
[removed: - Improved Inventory Management and Purchasing Power. Manufacturing service providers are often able to more efficiently manage both procurement and inventory, and] [added: Providers] have demonstrated proficiency in purchasing components at improved pricing due to the scale of their operations and continuous interaction with the materials marketplace.
Our vision for the future is to become the world’s most technologically advanced [removed: manufacturing services] and [added: trusted manufacturing] solutions provider.
In addition, we focus on identifying and developing relationships with new customers that meet our targeted profile, which includes financial stability, the need for technology-driven turnkey manufacturing, anticipated unit [removed: volume] [added: volume,] and long-term relationship stability.
- Product Diversification. We focus on balancing our portfolio of products and product families to those that align with higher return areas of our [removed: business, including manufacturing, supply chain management services, comprehensive electronics design, production and product management services, 5G wireless, cloud, healthcare, packaging, automotive and transportation, and semi-capital equipment.][added: business.]
- Utilize Customer-Centric Business Units. Most of our business units are dedicated to serve one customer each and operate by primarily utilizing dedicated production equipment, production workers, supervisors, buyers, [removed: planners] [added: planners,] and engineers to provide comprehensive manufacturing solutions that are customized to each customer’s needs.
We believe that our global footprint is strengthened by our centralized procurement process, [removed: which] [added: which,] when coupled with our single Enterprise Resource Planning [removed: system] [added: system,] affords our customers with end-to-end supply chain visibility.
- Offer Systems Assembly, Direct-Order [removed: Fulfillment] [added: Fulfillment,] and Configure-to-Order Services. Our systems assembly, direct-order fulfillment and configure-to-order services allow our customers to reduce product cost and risk of product obsolescence by reducing total work-in-process and finished goods inventory.
- Offer Design Services. We offer a wide spectrum of value-add design services to achieve improvements in performance, cost, [removed: time-to-market] [added: time-to-market,] and manufacturability.
- Pursue Acquisition Opportunities Selectively. The primary goals of our acquisition strategy are to complement our current capabilities, diversify our business into new industry sectors and with new [removed: customers] [added: customers,] and expand the scope of the services we can offer to our customers.
- Decentralized Business Unit Model. Most of our business units are dedicated to serve one customer each and are empowered to formulate strategies tailored to [added: an] individual customer’s needs.
Our business units generally have dedicated production lines consisting of equipment, production workers, supervisors, buyers, [removed: planners] [added: planners,] and engineers.
The elimination of waiting time prior to sequential operations results in faster manufacturing, which improves production efficiencies and quality [removed: control,] [added: control] and reduces inventory work-in-process.
Materials planning, purchasing, [removed: stockroom] [added: stockroom,] and shop floor control systems are supported through a computerized manufacturing resource planning [removed: system, which provides customers with the ability to continuously monitor material availability and track work-in-process on a real-time basis.][added: system.]
- Electronic Supply Chain Management. We make available to our customers and suppliers an electronic commerce system/electronic data interchange and [removed: web-based] [added: cloud-based] tools to implement a variety of supply chain management programs.
Our customers use these tools to share demand and product forecasts and deliver purchase orders, and we use these tools with our suppliers for just-in-time delivery, supplier-managed [removed: inventory] [added: inventory,] and consigned supplier-managed inventory.
Our teams are strategically staffed to support Jabil customers for all development projects, [removed: including] [added: from] turnkey system design and [removed: design for manufacturing] [added: joint development to industrialization and product optimization] activities.
- Mechanical Design. Our Mechanical Design team specializes in [removed: three-dimensional] mechanical design [added: of plastic and metal components, enclosures, sub-assemblies, assemblies, and systems to meet product requirements] with the analysis of electronic, electro-mechanical and optical assemblies using state of the art modeling and analytical tools.
- Manufacturing Test Solution Development. Our Manufacturing Test Solution Development team provides integral support to the design teams to embed design with testability and to promote efficient capital and resource investment [added: in the manufacturing process.]
The use of software driven instrumentation and test process design and management [removed: has enhanced our product quality and reduced our operating costs relative to] [added: reduces] human dependent test [removed: processes.][added: processes and allows customer product test traceability and visibility throughout the manufacturing test process.]
We offer systems assembly, test, direct-order [removed: fulfillment] [added: fulfillment,] and configure-to-order services to our customers.
In addition, based on quality assurance programs developed with our customers, we provide testing services for our PCBAs, [removed: sub-systems] [added: sub-systems,] and systems products.
Our quality assurance programs include [removed: circuit] [added: product] testing under various environmental conditions to [added: help] ensure that our products meet or exceed required customer specifications.
- Single/multi-shot injection molding, [removed: stamping] [added: stamping,] and in-mold labeling
- Material processing research (including plastics, metal, [removed: glass] [added: glass,] and ceramic)
Each business unit team serves as a single point of contact between a customer and Jabil.
Business unit teams are supported by cross-functional teams, which leverage the power of our global expertise and capabilities to carry out work at the site level.
On December 29, 2023 (“the Closing Date”), we completed the sale of our product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi (the “Mobility Business”) to an affiliate of BYD Electronic (International) Co. Ltd. (“BYDE”) for pre-tax cash proceeds of approximately $2.2 billion, subject to certain post-closing adjustments.
See Note 17 – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements for additional information.
The DMS segment included the results of the Mobility Business prior to the Closing Date.
Beginning September 1, 2024, we reorganized our internal structure to focus on speed, precision, and solutions and as a result of our organizational realignment, we will report our business in the following three segments: Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce.
Our Regulated Industries segment is focused on regulated markets and includes revenues from customers primarily in the automotive and transportation, healthcare and packaging, and renewable energy infrastructure industries.
Our Intelligent Infrastructure segment is focused on the modern digital ecosystem including artificial intelligence (“AI”) infrastructure and includes revenues from customers primarily in the capital equipment, cloud and data center infrastructure, and networking and communications industries.
Our Connected Living and Digital Commerce segment is focused on digitalization and automation, including warehouse automation and robotics, and includes revenues from customers primarily in the connected living and digital commerce industries.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
- Improved Inventory Management and Purchasing Power. Manufacturing solutions providers are often able to more efficiently manage both procurement and inventory.
- Global Reach and Regional Manufacturing. Manufacturing solutions providers operate globally and are often able to more efficiently transition the location of manufacturing processes for products in response to changing macroeconomic and geopolitical environments relying on installed footprints, local teams, and consistent processes.
This includes manufacturing, supply chain management services, comprehensive electronics design, production, and product management services for markets such as cloud and data infrastructure, healthcare, packaging, automotive and transportation, warehouse automation, networking and communications, and semi-capital equipment.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
The business units aggregate into operating segments based on the end markets they serve.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Our design services support products across all markets we serve and include products such as cloud data center server platforms; medical and consumer health devices; automotive assemblies for software defined vehicles, advanced driver assistance systems, autonomous systems, and electrification; connected consumer products and appliances; digital commerce ecosystem products for retail environments; power and storage products to support the energy infrastructure; and smart controls and security for digital building and utilities.
- Electronic Design. Our Electronic Design team provides electronic hardware and embedded software design services for analog, digital, radio frequency, power, sensor, and optical component applications.
This ranges from initial concept and system architecture through design implementation and new product introduction to mass production.
- Experience Design. Our Experience Design team works with product design teams to create product experiences that resonate with consumers through user research, industrial design, user interface design, and human factors.
These capabilities are used to create, develop, and connect concepts and specifications that optimize the function, value, and appearance of products to satisfy the needs of consumers and manufacturing partners.
This includes all aspects of product concept, detail design, wide-ranging environmental applications, thermal management, and tooling management.
- Optical Design. Our Optical Design team focuses on applying our knowledge in advanced optics to provide optical product solutions for virtual and/or augmented reality, Light Detection and Ranging (“LiDAR”), 3D sensing, projection, and imaging.
Throughout the design process, we develop the required processes, equipment, and testing specific to optics in order to take the customer from design to precision mass production.
- Industrialization Engineering Services. Our engineering services combine multiple functions to work with design teams to optimize products for maximum performance, highest quality, and time to market while balancing cost and manufacturability.
These functions include our computer-assisted design (“CAD”) team, to provide PCBA design services using advanced CAD engineering tools, our Value Analysis and Value Engineering (“VAVE”) team, to increase value and decrease cost of both electrical and mechanical assemblies, and our Engineering Prototyping teams for all development stages.
- Product Verification. Our Product Verification team provides complete product verification throughout the full design cycle and executes specific test services.
This includes product verification, failure analysis, regulatory, compliance and safety, packaging, simulation, and data analysis.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Through our R&D efforts, we intend to continue offering our customers efficient manufacturing processes with high quality and differentiating product solutions using the latest technologies.
- Outsourced semiconductor assembly and test (“OSAT”) capabilities
- Advanced electric assembly processes
- Co-packaged optics
- Liquid cooling
- Silicon photonics
- Sustainable materials and design
- Artificial intelligence and machine learning
Our R&D efforts span the markets we serve to provide our customers leading edge technologies and solutions.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
We believe that our intellectual property portfolio will continue to evolve as we expand our business activities.
production design, which can offer customers significant improvements in the performance, quality, cost, time-to-market and manufacturability of their products.
The business units aggregate into operating segments based on the economic profiles of the services performed, including manufacturing capabilities, market share strategy, margins, return on capital and risk profiles.
In addition, manufacturing processes are supported by a computerized statistical process control system, whereby customers can remotely access our computer systems to monitor real-time yields, inventory positions, work-in-process status and vendor quality data.
- Electronic Design. Our Electronic Design team provides electronic circuit design services, including application-specific integrated circuit design, firmware development and rapid prototyping services.
These services have been used by our customers for a variety of products including smart phones and accessory products, notebook and personal computers, connected consumer products and appliances, servers, radio frequency products, optical communications products, communication and broadband products, and automotive and healthcare components and devices.
- Industrial Design. Our Industrial Design team designs the “look and feel” of the plastic and metal enclosures that house the products’ electro-mechanics, including the printed circuit board assemblies (“PCBA”).
This team has extended Jabil’s product design offering capabilities to include all aspects of industrial design, advance mechanism development and tooling management.
- Computer-Assisted Design. Our Computer-Assisted Design (“CAD”) team provides PCBA design services using advanced CAD engineering tools, PCBA design validation and verification services, and other consulting services, which include generating a bill of materials, approved vendor list and assembly equipment configuration for a particular PCBA design.
We believe that our CAD services result in PCBA designs that are optimized for manufacturability and cost efficiencies and accelerate a product’s time-to-market and time-to-volume production.
- Product Validation. Our Product Validation team provides complete product and process validation.
This includes product system tests, product safety, regulatory compliance and reliability tests.
in the manufacturing process.
The full electronic test data-log of customer products has allowed customer product test traceability and visibility throughout the manufacturing test process.
We also offer direct-order fulfillment and configure-to-order services for delivery of final products.
Through our R&D efforts, we intend to continue to offer our customers highly automated, continuous flow manufacturing process technologies for precise and aesthetic mechanical components and system assembly.
We engage in R&D activities for many products including mobile internet devices and associated accessories, multi-media tablets, two-way radios, health care and life science products, server and storage products, set-top and digital home products and printing products.
We also face competition from the manufacturing
We believe that our research and design activities, along with developments relating thereto, may result in growth of our patent portfolio and its importance to us, particularly as we expand our business activities.
| Total(1) | | | | | | 236 | | |
Welcoming a spectrum of backgrounds, experiences, and viewpoints, we collaborate effectively to create an environment where every employee feels physically and psychologically safe to bring their true selves to work every day.
Our approach not only empowers our employees to embrace authenticity, but also challenges, and uplifts them, enabling them to create an impact both within their roles and the global space.
In fiscal year 2023, we further advanced diversity, equity, and inclusion (DEI) programming through the formation of our second enterprise-wide DEI Council, which works closely with our business, manufacturing, and functional teams to identify areas of focus and make informed decisions around our DEI strategy and organization.
This second global council is committed to building a diverse, equitable, and inclusive environment.
We also hosted regionalized training in our Latin America sites related to biases, discrimination, and harassment against women.
With support from Disability:IN, we created and implemented a new learning, “Disability Inclusion & Awareness in the Workplace,” complete with best practices and an introduction in sign language by our team in Dominican Republic.
Beyond these two focus areas, we completed many initiatives at the site level to celebrate diversity across the Americas, Europe, and Asia, including sponsoring and walking in Pride Parades, external social media and communication campaigns, training sessions to mitigate unconscious bias, and more.
In addition, we undertake talent reviews to assess bench strength and succession planning.
During these reviews, we also spotlight high potential talent, retention rates and the diversity composition of our leaders.
In May 2023, we conducted our global Voice of the Employee Survey, administered by a third party.
In 2023, Jabil hosted employees from around the globe for our annual continuous improvement competition, Deliver Best Practices.
Borges (age 55) was named Executive Vice President, Chief Executive Officer, Diversified Manufacturing Services in June 2022.
Prior to this role, he served as Senior Vice President, Global Operations since March 2019.
Mr. Creadon first joined Jabil in 1995 and has held roles of increasing leadership, including Vice President, Global Business Operations.
He holds a bachelor’s degree in business administration from the University of Phoenix and an MBA from the University of Florida’s Warrington School of Business.
Roberto Ferri (age 58) was named Senior Vice President, Chief Sales and Marketing Officer in 2020 and previously served as Senior Vice President, Sales from July 2015.
Mr. Ferri joined Jabil in 2001 as Vice President, Sales.
He holds a degree in economics and marketing from SDA Bocconi, Italy.
Frederic McCoy (age 55) was named Executive Vice President & Chief Executive Officer, Electronics Manufacturing Services, in December 2021.
Daryn Smith (age 53) was named Senior Vice President, Enterprise & Commercial Controller in June 2018 and assumed leadership of Corporate Development and M&A in September 2020.
He served as Chief Financial Officer of EMS from June 2013 through June 2018.
An excerpt. Shown here: 40 of 104 rewritten, 40 of 97 added and 40 of 47 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
See the discussion in Note [removed: 18] [added: 19] – “Commitments and Contingencies” to the Consolidated Financial Statements.
Cover and table of contents
27 rewritten, 7 added, 1 removed, 75 unchanged
For the fiscal year ended August 31, [removed: 2023][added: 2024]
[removed: ][added: ]
The aggregate market value of the voting common stock held by non-affiliates of the registrant based on the closing sale price of the Common Stock as reported on the New York Stock Exchange on February [removed: 28, 2023,] [added: 29, 2024,] was approximately [removed: $9.6] [added: $15.2] billion.
The number of outstanding shares of the registrant’s Common Stock as of the close of business on October [removed: 12, 2023,] [added: 21, 2024,] was [removed: 127,945,064.][added: 112,843,194.]
We have incorporated by reference portions of our Proxy Statement for our annual meeting of shareholders expected to be held on January [removed: 25, 2024,] [added: 23, 2025,] into Part III hereof, to the extent indicated herein.
[removed: 2023] [added: 2024] FORM 10-K ANNUAL REPORT
| Item 1. | | | [removed: [Business](#ic303cc9f34f3413b8e006da5c55f4516_16)] [added: [Business](#i3a788cad82a6455591aa8a055255f344_16)] | | | [removed: [2](#ic303cc9f34f3413b8e006da5c55f4516_16)] [added: [2](#i3a788cad82a6455591aa8a055255f344_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#ic303cc9f34f3413b8e006da5c55f4516_22)] [added: Factors](#i3a788cad82a6455591aa8a055255f344_22)] | | | [removed: [10](#ic303cc9f34f3413b8e006da5c55f4516_22)] [added: [12](#i3a788cad82a6455591aa8a055255f344_22)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic303cc9f34f3413b8e006da5c55f4516_25)] [added: Comments](#i3a788cad82a6455591aa8a055255f344_25)] | | | [removed: [24](#ic303cc9f34f3413b8e006da5c55f4516_25)] [added: [26](#i3a788cad82a6455591aa8a055255f344_25)] | | |
| Item 2. | | | [removed: [Properties](#ic303cc9f34f3413b8e006da5c55f4516_28)] [added: [Properties](#i3a788cad82a6455591aa8a055255f344_28)] | | | [removed: [24](#ic303cc9f34f3413b8e006da5c55f4516_28)] [added: [28](#i3a788cad82a6455591aa8a055255f344_28)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#ic303cc9f34f3413b8e006da5c55f4516_31)] [added: Proceedings](#i3a788cad82a6455591aa8a055255f344_31)] | | | [removed: [24](#ic303cc9f34f3413b8e006da5c55f4516_31)] [added: [28](#i3a788cad82a6455591aa8a055255f344_31)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#ic303cc9f34f3413b8e006da5c55f4516_34)] [added: Disclosures](#i3a788cad82a6455591aa8a055255f344_34)] | | | [removed: [24](#ic303cc9f34f3413b8e006da5c55f4516_34)] [added: [28](#i3a788cad82a6455591aa8a055255f344_34)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic303cc9f34f3413b8e006da5c55f4516_40)] [added: Securities](#i3a788cad82a6455591aa8a055255f344_40)] | | | [removed: [25](#ic303cc9f34f3413b8e006da5c55f4516_40)] [added: [29](#i3a788cad82a6455591aa8a055255f344_40)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#ic303cc9f34f3413b8e006da5c55f4516_43)] [added: [\[Reserved\]](#i3a788cad82a6455591aa8a055255f344_43)] | | | [removed: [26](#ic303cc9f34f3413b8e006da5c55f4516_43)] [added: [30](#i3a788cad82a6455591aa8a055255f344_43)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic303cc9f34f3413b8e006da5c55f4516_46)] [added: Operations](#i3a788cad82a6455591aa8a055255f344_46)] | | | [removed: [27](#ic303cc9f34f3413b8e006da5c55f4516_46)] [added: [31](#i3a788cad82a6455591aa8a055255f344_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic303cc9f34f3413b8e006da5c55f4516_85)] [added: Risk](#i3a788cad82a6455591aa8a055255f344_85)] | | | [removed: [41](#ic303cc9f34f3413b8e006da5c55f4516_85)] [added: [46](#i3a788cad82a6455591aa8a055255f344_85)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic303cc9f34f3413b8e006da5c55f4516_88)] [added: Data](#i3a788cad82a6455591aa8a055255f344_88)] | | | [removed: [41](#ic303cc9f34f3413b8e006da5c55f4516_88)] [added: [47](#i3a788cad82a6455591aa8a055255f344_88)] | | |
| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic303cc9f34f3413b8e006da5c55f4516_91)] [added: Disclosure](#i3a788cad82a6455591aa8a055255f344_91)] | | | [removed: [42](#ic303cc9f34f3413b8e006da5c55f4516_91)] [added: [47](#i3a788cad82a6455591aa8a055255f344_91)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#ic303cc9f34f3413b8e006da5c55f4516_94)] [added: Procedures](#i3a788cad82a6455591aa8a055255f344_94)] | | | [removed: [42](#ic303cc9f34f3413b8e006da5c55f4516_94)] [added: [47](#i3a788cad82a6455591aa8a055255f344_94)] | | |
| Item 9B. | | | [Other [removed: Information](#ic303cc9f34f3413b8e006da5c55f4516_97)] [added: Information](#i3a788cad82a6455591aa8a055255f344_97)] | | | [removed: [42](#ic303cc9f34f3413b8e006da5c55f4516_97)] [added: [48](#i3a788cad82a6455591aa8a055255f344_97)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic303cc9f34f3413b8e006da5c55f4516_103)] [added: Governance](#i3a788cad82a6455591aa8a055255f344_103)] | | | [removed: [43](#ic303cc9f34f3413b8e006da5c55f4516_103)] [added: [49](#i3a788cad82a6455591aa8a055255f344_103)] | | |
| Item 11. | | | [Executive [removed: Compensation](#ic303cc9f34f3413b8e006da5c55f4516_106)] [added: Compensation](#i3a788cad82a6455591aa8a055255f344_106)] | | | [removed: [43](#ic303cc9f34f3413b8e006da5c55f4516_106)] [added: [49](#i3a788cad82a6455591aa8a055255f344_106)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic303cc9f34f3413b8e006da5c55f4516_109)] [added: Matters](#i3a788cad82a6455591aa8a055255f344_109)] | | | [removed: [43](#ic303cc9f34f3413b8e006da5c55f4516_109)] [added: [49](#i3a788cad82a6455591aa8a055255f344_109)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic303cc9f34f3413b8e006da5c55f4516_112)] [added: Independence](#i3a788cad82a6455591aa8a055255f344_112)] | | | [removed: [43](#ic303cc9f34f3413b8e006da5c55f4516_112)] [added: [49](#i3a788cad82a6455591aa8a055255f344_112)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ic303cc9f34f3413b8e006da5c55f4516_115)] [added: Services](#i3a788cad82a6455591aa8a055255f344_115)] | | | [removed: [43](#ic303cc9f34f3413b8e006da5c55f4516_115)] [added: [49](#i3a788cad82a6455591aa8a055255f344_115)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic303cc9f34f3413b8e006da5c55f4516_121)] [added: Schedules](#i3a788cad82a6455591aa8a055255f344_121)] | | | [removed: [44](#ic303cc9f34f3413b8e006da5c55f4516_121)] [added: [50](#i3a788cad82a6455591aa8a055255f344_121)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#ic303cc9f34f3413b8e006da5c55f4516_220)] [added: Summary](#i3a788cad82a6455591aa8a055255f344_229)] | | | [removed: [85](#ic303cc9f34f3413b8e006da5c55f4516_220)] [added: [94](#i3a788cad82a6455591aa8a055255f344_229)] | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
| Item 1C. | | | [Cybersecurity](#i3a788cad82a6455591aa8a055255f344_1938) | | | [26](#i3a788cad82a6455591aa8a055255f344_1938) | | |
| [Signatures](#i3a788cad82a6455591aa8a055255f344_232) | | | | | | [95](#i3a788cad82a6455591aa8a055255f344_232) | | |
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
| [Signatures](#ic303cc9f34f3413b8e006da5c55f4516_223) | | | | | | [86](#ic303cc9f34f3413b8e006da5c55f4516_223) | | |
Item 1C. Cybersecurity
0 rewritten, 52 added, 0 removed, 0 unchanged
New section this year
Risk Management and Strategy
We are committed to reducing the risk of cybersecurity compromise, either intentional or unintentional, to our customers, employees, and company proprietary information resources.
Our cybersecurity risk management program is integrated into our global enterprise risk management framework, which is designed to help identify, monitor, and mitigate key strategic risks.
Our enterprise risk assessment, which includes data protection and cybersecurity, is developed annually to provide insight into the risks with the greatest potential to impact Jabil’s strategy and our financial goals.
Key components of our cybersecurity risk management program include the following:
- Cybersecurity policies*.* We leverage cybersecurity industry-standard frameworks and insights from internal assessments to develop policies to guide the use of our information assets (for example, business information and information resources such as mobile phones, computers, and workstations), access to specific intellectual property or technologies, and protection of personal information.
The Company has also established written policies and procedures to help ensure that cybersecurity incidents are quickly assessed and addressed.
- Risk assessment. The Company uses routine risk assessment processes to identify and prioritize cybersecurity risks, employ operational controls to mitigate risks, report incidents, and analyze trends, and employ a corrective action process to address nonconformities.
Key risk indicators are used across all business functions to monitor and measure our cybersecurity risk exposure.
Through this cross-functional approach, management identifies potential operational and strategic risks which could impact our strategy and financial goals.
- System safeguards. We implement industry-standard technical safeguards that are designed to protect our information systems, operations, and sensitive information from cybersecurity threats.
By collaborating with internal stakeholders across the company, we integrate foundational cybersecurity principles throughout our organization, including multiple layers of cybersecurity defenses and restricted access based on business need.
We frequently conduct vulnerability assessments to identify new risks and periodically test the efficacy of our safeguards through both internal and external penetration tests.
- Security Awareness and Training. Cybersecurity education contributes to safety of the Company, customer data, and employee sensitive data and assets.
Our employees undergo regular training on information security, cybersecurity awareness, and the protection of confidential information.
This training is designed to promote an understanding of the behaviors and technical requirements needed to safeguard Company data.
Additionally, we provide ongoing education to help employees recognize and report suspicious activity.
In addition, higher risk employees undergo routine anti-phishing testing and training.
- Assessments. We periodically assess and test our cybersecurity policies, standards, processes, and practices that are designed to address threats.
This includes monthly metrics review, threat modeling, vulnerability testing, and other exercises to evaluate our cybersecurity effectiveness.
We regularly engage third parties to assist with our assessments and testing.
Where appropriate, we adjust our cybersecurity policies, standards, processes, and practices accordingly based on internal and external assessment and testing results.
- Engagement of third-party service providers*.* The Company utilizes third-party cybersecurity experts to assess the Company’s cybersecurity risks and conduct penetration testing to measure our cybersecurity risk management program relative to industry-standard frameworks.
The Company has established a standardized process for assessing and managing potential risks associated with the engagement of third-party service providers that request access to the Company’s information systems.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
- Incident response. The Cybersecurity Incident Response Team (“CIRT”), deploys, maintains, and monitors various tools and processes designed to safeguard against and detect cybersecurity incidents that may occur.
As part of our incident response program, members of management are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
In accordance with established written policies and procedures, escalation protocols are used to provide information to, and engage with, executive management, the Cybersecurity Committee and the Board, throughout the incident response process.
The CIRT reviews these controls regularly, and makes enhancements as needed to incorporate lessons learned, updated industry standards, and any new or revised legal requirements.
As of the date of this report, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Additional information about our cybersecurity risks is discussed in “Disruptions to our information systems, including security breaches, losses of data or outages, and other security issues, have and could in the future adversely affect our operations” in Item 1A.
Risk Factors, which should be read in conjunction with the information above.
Governance
The Board oversees risk management directly and through its committees.
Generally, the Board oversees risks that may affect the business of Jabil as a whole, including operational matters.
The Cybersecurity Committee (“the Committee”) assists the Board in fulfilling its oversight responsibilities with regard to the Company’s cybersecurity programs and risks, including the cybersecurity practices, procedures, and controls management uses to identify, assess, and manage the Company’s key cybersecurity programs and risks, to protect the confidential intellectual property information and data of the Company and its customers and to comply with applicable data protection laws and regulations.
The Committee of the Board meets quarterly.
At each meeting, it receives reports from the Chief Information Security Officer (“CISO”).
As part of its role in overseeing risk management, the Committee periodically reports to the Board regarding briefings provided by management and advisors as well as the Committees’ own analysis and conclusions regarding cybersecurity risks faced by the Company.
The Committee will review with management and the Board, and advise them regarding the following matters, as necessary:
An excerpt. Shown here: all 0 rewritten, 40 of 52 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. Cybersecurity in the FY2024 filing.
Item 2. Properties
9 rewritten, 1 added, 1 removed, 7 unchanged
We believe that our properties are generally in good condition, are well [removed: maintained] [added: maintained,] and are generally suitable and adequate to carry out our business at expected capacity for the foreseeable future.
The table below lists the approximate square footage for our facilities as of August 31, [removed: 2023] [added: 2024] (in millions):
| [removed: Location] [added: Region] | | | Approximate Square Footage | | | | | | | | |
| Asia(1) | | | [removed: 34] [added: 21] | | | | | | | | |
| Americas | | | [removed: 14] [added: 13] | | | | | | | | |
| Total(2)(3) | | | [removed: 52] [added: 38] | | | | | | | | |
See Note [removed: 16] [added: 17] – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements for additional information.
(2)Approximately [removed: 6%] [added: 8%] of our total square footage is not currently used in business operations.
(3)Consists of [removed: 14] [added: 13] million square feet in facilities that we own with the remaining [removed: 38] [added: 25] million square feet in leased facilities.
(1)Decrease from prior period is driven by the divestiture of the Mobility Business during the fiscal year ended August 31, 2024.
(1)Includes approximately 13 million square feet in leased facilities that were reclassified as held for sale on the Consolidated Balance Sheet.
Item 4. Mine Safety Disclosures
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
8 rewritten, 11 added, 7 removed, 15 unchanged
Our common stock trades on the New York Stock Exchange under the symbol “JBL.” See discussion of our cash dividends declared to common shareholders in Note [removed: 12] [added: 13] – “Stockholders’ Equity” to the Consolidated Financial Statements.
On October [removed: 12, 2023,] [added: 21, 2024,] the closing sales price for our common stock as reported on the New York Stock Exchange was [removed: $139.12.][added: $124.37.]
As of October [removed: 12, 2023,] [added: 21, 2024,] there were [removed: 1,093] [added: 1,040] holders of record of our common stock.
The performance graph and table show a comparison of cumulative total stockholder return, assuming the reinvestment of dividends, from a $100 investment in the common stock of Jabil over the five-year period ending August 31, [removed: 2023,] [added: 2024,] with the cumulative stockholder return of the (1) S&P [removed: MidCap] 400 [removed: Index and] [added: Index,] (2) [added: S&P 500 Index, and (3)] peer group which includes Celestica Inc., Flex Ltd., Hon-Hai Precision Industry Co. Ltd, Plexus Corp., and Sanmina Corp.
[removed: ][added: ]
| August 31 | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |
The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three months ended August 31, [removed: 2023:][added: 2024:]
(1)The purchases include amounts that are attributable to [removed: 257] [added: 2,983] shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock units and the exercise of stock options and stock appreciation rights, their tax withholding obligations.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
| Jabil Inc. | | | $ | 100 | | | | | $ | 120 | | | | | $ | 218 | | | | | $ | 214 | | | | | $ | 407 | | | | | $ | 390 | |
| S&P 400 Index – Total Returns(1) | | | $ | 100 | | | | | $ | 104 | | | | | $ | 151 | | | | | $ | 135 | | | | | $ | 150 | | | | | $ | 178 | |
| S&P 500 Index – Total Returns(1) | | | $ | 100 | | | | | $ | 122 | | | | | $ | 160 | | | | | $ | 142 | | | | | $ | 165 | | | | | $ | 209 | |
| Peer Group | | | $ | 100 | | | | | $ | 116 | | | | | $ | 181 | | | | | $ | 174 | | | | | $ | 190 | | | | | $ | 323 | |
(1)During the fiscal year ended August 31, 2024, we were added to the S&P 500 Index.
We were previously a member of the S&P 400 Index.
| June 1, 2024 – June 30, 2024 | | | 5,275,487 | | | | | | $ | 112.44 | | | | | 5,275,487 | | | | | | $ | — | |
| July 1, 2024 – July 31, 2024 | | | 2,983 | | | | | | $ | 110.54 | | | | | — | | | | | | $ | — | |
| August 1, 2024 – August 31, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |
| Total | | | 5,278,470 | | | | | | $ | 112.44 | | | | | 5,275,487 | | | | | | | | |
| Jabil Inc. | | | $ | 100 | | | | | $ | 99 | | | | | $ | 118 | | | | | $ | 215 | | | | | $ | 211 | | | | | $ | 402 | |
| S&P MidCap 400 Index – Total Returns | | | $ | 100 | | | | | $ | 94 | | | | | $ | 98 | | | | | $ | 141 | | | | | $ | 127 | | | | | $ | 140 | |
| Peer Group | | | $ | 100 | | | | | $ | 77 | | | | | $ | 90 | | | | | $ | 140 | | | | | $ | 135 | | | | | $ | 147 | |
| June 1, 2023 – June 30, 2023 | | | 470,447 | | | | | | $ | 96.14 | | | | | 470,447 | | | | | | $ | 776 | |
| July 1, 2023 – July 31, 2023 | | | 257 | | | | | | $ | 112.57 | | | | | — | | | | | | $ | 776 | |
| August 1, 2023 – August 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 776 | |
| Total | | | 470,704 | | | | | | $ | 96.15 | | | | | 470,447 | | | | | | | | |
Item 6. [Reserved]
0 rewritten, 1 added, 0 removed, 0 unchanged
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Item 9A. Controls and Procedures
8 rewritten, 2 added, 0 removed, 10 unchanged
We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of August 31, [removed: 2023.][added: 2024.]
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, [removed: summarized] [added: summarized,] and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosure.
We assessed the effectiveness of our internal control over financial reporting as of August 31, [removed: 2023.][added: 2024.]
Management’s report on internal control over financial reporting as of August 31, [removed: 2023] [added: 2024,] is incorporated herein at Item 15.
Ernst & Young LLP, our independent registered public accounting firm, issued an audit report on the effectiveness of our internal control over financial reporting as of August 31, [removed: 2023,] [added: 2024,] which is incorporated herein at Item 15.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances [removed: of fraud, if any, within the Company have been detected.]
Notwithstanding the foregoing limitations on the effectiveness of controls, we have reached the conclusions set forth in Management’s report on internal control over financial reporting as of August 31, [removed: 2023.][added: 2024.]
For our fiscal quarter ended August 31, [removed: 2023,] [added: 2024,] 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.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
of fraud, if any, within the Company have been detected.
Item 9B. Other Information
1 rewritten, 1 added, 0 removed, 2 unchanged
During the three months ended August 31, [removed: 2023,] [added: 2024,] no director or executive officer of the Company adopted or terminated a trading arrangement intended to satisfy the affirmative defenses of Rule 10b5-1 under the Securities Exchange Act of 1934 or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 1 unchanged
The other information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors”, “Corporate Governance”, “Board of Directors” and “Audit Committee Matters” in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended August 31, [removed: 2023] [added: 2024] (“Proxy Statement”).
Item 14. Principal Accounting Fees and Services
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
Item 15. Exhibits and Financial Statement Schedules
587 rewritten, 275 added, 108 removed, 944 unchanged
| 3.2 | | | | | | | | | [removed: [Registrant’s Bylaws, as amended.](https://www.sec.gov/Archives/edgar/data/898293/000119312522268383/d389587dex32.htm)] [added: [Registrant’s](https://www.sec.gov/Archives/edgar/data/898293/000119312524241946/d846457dex31.htm) [Amended and Restated](https://www.sec.gov/Archives/edgar/data/898293/000119312524241946/d846457dex31.htm) [Bylaws](https://www.sec.gov/Archives/edgar/data/898293/000119312524241946/d846457dex31.htm)[.](https://www.sec.gov/Archives/edgar/data/898293/000119312524241946/d846457dex31.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 3.2] [added: 3.1] | | | | | | | | | | | | [removed: 8/31/2022] [added: 10/23/2024] | | |
| 4.3 | | | | | | | | | [Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit [removed: 4.8).](https://www.sec.gov/Archives/edgar/data/898293/000119312522140579/d339531dex41.htm)] [added: 4.9).](https://www.sec.gov/Archives/edgar/data/898293/000119312522140579/d339531dex41.htm)] | | | | | | 8-K | | | | | | 4.1 | | | | | | | | | | | | 5/4/2022 | | |
| [removed: 10.4a†] [added: 10.4d†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex102.htm)] [added: (TBRSU Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex105.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.5] | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2021] | | |
| [removed: 10.4b†] [added: 10.4c†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-Non-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex103.htm)] [added: (TBRSU-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex103.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2021] | | |
| [removed: 10.4c†] [added: 10.4b†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex104.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.2] | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2021] | | |
| [removed: 10.4d†] [added: 10.4a†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312521104662/d167671dex105.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex101.htm)] | | | | | | 10-Q | | | | | | [removed: 10.5] [added: 10.1] | | | | | | | | | | | | [removed: 2/28/2021] [added: 11/30/2021] | | |
| [removed: 10.4e†] [added: 10.4f†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex101.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | | | | | | | [removed: 11/30/2021] [added: 11/30/2022] | | |
| [removed: 10.4f†] [added: 10.4g†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex102.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex102.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | | | | | | | [removed: 11/30/2021] [added: 11/30/2022] | | |
| [removed: 10.4g†] [added: 10.4i†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-NON-Employee [removed: Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex103.htm)] [added: Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.4] | | | | | | | | | | | | [removed: 11/30/2021] [added: 11/30/2022] | | |
| 10.4h† | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522004029/d217432dex105.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex103.htm)] | | | | | | 10-Q | | | | | | [removed: 10.5] [added: 10.3] | | | | | | | | | | | | [removed: 11/30/2021] [added: 11/30/2022] | | |
| [removed: 10.4i†] [added: 10.4e†] | | | | | | | | | [Form of Jabil Inc. Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Global Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312522186715/d193672dex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | | | | | | | 5/31/2022 | | |
| [removed: 10.4j†] [added: 10.4k†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex101.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312524004852/d57908dex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | | | | | | | [removed: 11/30/2022] [added: 11/30/2023] | | |
| [removed: 10.4k†] [added: 10.4l†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex102.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312524004852/d57908dex102.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | | | | | | | [removed: 11/30/2022] [added: 11/30/2023] | | |
| [removed: 10.4l†] [added: 10.4m†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU [removed: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex103.htm)] [added: Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312524004852/d57908dex103.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | | | | | | | [removed: 11/30/2022] [added: 11/30/2023] | | |
| [removed: 10.4m†] [added: 10.4j†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement [removed: (TBRSU-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex104.htm)] [added: (TBRSU-Cash-Settled-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex105.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.5] | | | | | | | | | | | | 11/30/2022 | | |
| [removed: 10.4n†] [added: 10.4p†] | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-Cash-Settled-NON-Employee [removed: Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312523003543/d415236dex105.htm)] [added: Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312524004852/d57908dex106.htm)] | | | | | | 10-Q | | | | | | [removed: 10.5] [added: 10.6] | | | | | | | | | | | | [removed: 11/30/2022] [added: 11/30/2023] | | |
| 10.5† | | | | | | | | | [Executive Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/898293/000095012311018473/g26273exv4w1.htm) | | | | | | S-8 | | | | | | 4.1 | | | | | | | | | [removed: 2/25/2011] | | | [added: 2/25/2011] | | |
| [removed: 10.9* *] [added: 10.7*] | | | | | | | | | [Agreement for the Sale and Purchase of Shares in Juno Newco Target Holdco Singapore Pte. Ltd. and certain Assets of Jabil Circuit (Singapore) Pte. Ltd., dated as of September 26, 2023, by and between BYD Electronic (International) Company Limited and Jabil Circuit (Singapore) Pte. Ltd., a Singapore private limited company.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex109.htm) | | | | | | [added: 10-K] | | | | | | [added: 10.9] | | | | | | | | | | | | [added: 8/31/2023] | | |
| 21.1* | | | | | | | | | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex211.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 23.1* | | | | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 24.1* | | | | | | | | | [Power of Attorney (See Signature [removed: page).](#ic303cc9f34f3413b8e006da5c55f4516_226)] [added: page).](#i3a788cad82a6455591aa8a055255f344_235)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31.1* | | | | | | | | | [Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex311.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31.2* | | | | | | | | | [Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex312.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 32.1* | | | | | | | | | [Section 1350 Certification by the Chief Executive Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex321.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 32.2* | | | | | | | | | [Section 1350 Certification by the Chief Financial Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000119312523259599/d533726dex322.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101 | | | | | | | | | The following financial information from Jabil’s Annual Report on Form 10-K for the fiscal period ended August 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL: (i) Consolidated Balance Sheets as of August 31, [removed: 2023] [added: 2024] and August 31, [removed: 2022;] [added: 2023;] (ii) Consolidated Statements of Operations for the fiscal years ended August 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (iii) Consolidated Statements of Comprehensive Income for the fiscal years ended August 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (iv) Consolidated Statements of Comprehensive Stockholders’ Equity for the fiscal years ended August 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (v) Consolidated Statements of Cash Flows for the fiscal years ended August 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] and (vi) Notes to Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [Management’s Report on Internal Control over Financial [removed: Reporting](#ic303cc9f34f3413b8e006da5c55f4516_127)] [added: Reporting](#i3a788cad82a6455591aa8a055255f344_127)] | | | [removed: [48](#ic303cc9f34f3413b8e006da5c55f4516_127)] [added: [54](#i3a788cad82a6455591aa8a055255f344_127)] | | |
| [Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP; PCAOB [removed: ID](#ic303cc9f34f3413b8e006da5c55f4516_130)[:](#ic303cc9f34f3413b8e006da5c55f4516_130)] [added: ID](#i3a788cad82a6455591aa8a055255f344_130)[:](#i3a788cad82a6455591aa8a055255f344_130)] 42) | | | [removed: [49](#ic303cc9f34f3413b8e006da5c55f4516_130)] [added: [55](#i3a788cad82a6455591aa8a055255f344_130)] | | |
| [Consolidated Balance Sheets [removed: –](#ic303cc9f34f3413b8e006da5c55f4516_136)] [added: –](#i3a788cad82a6455591aa8a055255f344_136)] August 31, [added: 2024 [and](#i3a788cad82a6455591aa8a055255f344_136)] 2023 [removed: [and](#ic303cc9f34f3413b8e006da5c55f4516_136) 2022] | | | [removed: [52](#ic303cc9f34f3413b8e006da5c55f4516_136)] [added: [58](#i3a788cad82a6455591aa8a055255f344_136)] | | |
| [Consolidated Statements of Operations – Fiscal years [removed: ended](#ic303cc9f34f3413b8e006da5c55f4516_139)] [added: ended](#i3a788cad82a6455591aa8a055255f344_139)] August 31, [removed: 2023[,](#ic303cc9f34f3413b8e006da5c55f4516_139) 2022, [a](#ic303cc9f34f3413b8e006da5c55f4516_139)[nd](#ic303cc9f34f3413b8e006da5c55f4516_139) 2021] [added: 2024[,](#i3a788cad82a6455591aa8a055255f344_139) 2023, [a](#i3a788cad82a6455591aa8a055255f344_139)[nd](#i3a788cad82a6455591aa8a055255f344_139) 2022] | | | [removed: [53](#ic303cc9f34f3413b8e006da5c55f4516_139)] [added: [59](#i3a788cad82a6455591aa8a055255f344_139)] | | |
| [Consolidated Statements of Comprehensive Income – Fiscal years [removed: ended](#ic303cc9f34f3413b8e006da5c55f4516_142)] [added: ended](#i3a788cad82a6455591aa8a055255f344_142)] August 31, [removed: 2023[,](#ic303cc9f34f3413b8e006da5c55f4516_139) 2022, [](#ic303cc9f34f3413b8e006da5c55f4516_139)[and](#ic303cc9f34f3413b8e006da5c55f4516_139) 2021] [added: 2024[,](#i3a788cad82a6455591aa8a055255f344_139) 2023, [](#i3a788cad82a6455591aa8a055255f344_139)[and](#i3a788cad82a6455591aa8a055255f344_139) 2022] | | | [removed: [54](#ic303cc9f34f3413b8e006da5c55f4516_142)] [added: [60](#i3a788cad82a6455591aa8a055255f344_142)] | | |
| [Consolidated Statements of Stockholders’ Equity – Fiscal years [removed: ended](#ic303cc9f34f3413b8e006da5c55f4516_145)] [added: ended](#i3a788cad82a6455591aa8a055255f344_145)] August 31, [removed: 2023[,](#ic303cc9f34f3413b8e006da5c55f4516_139) 2022, [an](#ic303cc9f34f3413b8e006da5c55f4516_139)[d](#ic303cc9f34f3413b8e006da5c55f4516_139) 2021] [added: 2024[,](#i3a788cad82a6455591aa8a055255f344_139) 2023, [an](#i3a788cad82a6455591aa8a055255f344_139)[d](#i3a788cad82a6455591aa8a055255f344_139) 2022] | | | [removed: [55](#ic303cc9f34f3413b8e006da5c55f4516_145)] [added: [61](#i3a788cad82a6455591aa8a055255f344_145)] | | |
| [Consolidated Statements of Cash Flows – Fiscal years [removed: ended](#ic303cc9f34f3413b8e006da5c55f4516_148)] [added: ended](#i3a788cad82a6455591aa8a055255f344_148)] August 31, [removed: 2023[,](#ic303cc9f34f3413b8e006da5c55f4516_139) 2022, [a](#ic303cc9f34f3413b8e006da5c55f4516_139)[nd](#ic303cc9f34f3413b8e006da5c55f4516_139) 2021] [added: 2024[,](#i3a788cad82a6455591aa8a055255f344_139) 2023, [a](#i3a788cad82a6455591aa8a055255f344_139)[nd](#i3a788cad82a6455591aa8a055255f344_139) 2022] | | | [removed: [56](#ic303cc9f34f3413b8e006da5c55f4516_148)] [added: [62](#i3a788cad82a6455591aa8a055255f344_148)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ic303cc9f34f3413b8e006da5c55f4516_151)] [added: Statements](#i3a788cad82a6455591aa8a055255f344_151)] | | | [removed: [57](#ic303cc9f34f3413b8e006da5c55f4516_151)] [added: [63](#i3a788cad82a6455591aa8a055255f344_151)] | | |
| [Schedule II – Valuation and Qualifying [removed: Accounts](#ic303cc9f34f3413b8e006da5c55f4516_229)] [added: Accounts](#i3a788cad82a6455591aa8a055255f344_238)] | | | [removed: [88](#ic303cc9f34f3413b8e006da5c55f4516_229)] [added: [97](#i3a788cad82a6455591aa8a055255f344_238)] | | |
Under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, the Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, [removed: 2023.][added: 2024.]
Based on this assessment, management has concluded that, as of August 31, [removed: 2023,] [added: 2024,] the Company maintained effective internal control over financial reporting.
[added: |] October [removed: 20,] 2023 [added: | | | — | | | | | | 96 | | |]
We have audited Jabil Inc. and subsidiaries’ internal control over financial reporting as of August 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control [removed: -] [added: *–*] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Jabil Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of August 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.
[Table of](#i3a788cad82a6455591aa8a055255f344_7) [Contents](#i3a788cad82a6455591aa8a055255f344_7)
| 10.4n† | | | | | | | | | [Form of Jabil Inc. Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Executive).](https://www.sec.gov/Archives/edgar/data/898293/000119312524004852/d57908dex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | | | | | | | 11/30/2023 | | |
| 10.4o† | | | | | | | | | [Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).](https://www.sec.gov/Archives/edgar/data/898293/000119312524004852/d57908dex105.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | | | | | | | 11/30/2023 | | |
| 10.6 | | | | | | | | | [Amendment No. 3 to Credit Agreement dated as of February 23, 2024 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.](https://www.sec.gov/Archives/edgar/data/898293/000119312524046332/d774043dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | | | | | | | 2/26/2024 | | |
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| 10.9† | | | | | | | | | [Separation, Release and Restrictive Covenants Agreement between Kenneth S. Wilson and Jabil Inc. dated May 19, 2024.](https://www.sec.gov/Archives/edgar/data/898293/000119312524142941/d829227dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | | | | | | | 5/20/2024 | | |
| 10.10† | | | | | | | | | [Amendment to Mutual Separation Agreement and Release dated as of May 19, 2024 between Jabil Inc. and Steven D. Borges.](https://www.sec.gov/Archives/edgar/data/898293/000119312524142941/d829227dex102.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | | | | | | | 5/20/2024 | | |
| 10.11† | | | | | | | | | [Mutual Separation Agreement and Release dated May 24, 2024, between Jabil Inc. and Gerald (“JJ”) Creadon.](https://www.sec.gov/Archives/edgar/data/898293/000119312524150934/d827156dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | | | | | | | 5/31/2024 | | |
| 19.1* | | | | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex191.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 97.1* | | | | | | | | | [Executive Compensation Recoupment (Clawback) Policy.](https://www.sec.gov/Archives/edgar/data/898293/000162828024043960/jbl-20240831ex971.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Gain from the divestiture of businesses | | | (942) | | | | | | — | | | | | | — | | |
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| Treasury shares purchased | | | (96) | | | | | | — | | | | | | — | | |
| Total other comprehensive (loss) income | | | (29) | | | | | | 25 | | | | | | (17) | | |
| Net income attributable to noncontrolling interests, net of tax | | | — | | | | | | — | | | | | | — | | |
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| Net income | | | $ | 1,388 | | | | | $ | 818 | | | | | $ | 996 | |
| Gain from the divestiture of businesses | | | (942) | | | | | | — | | | | | | — | | |
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During the fiscal year ended August 31, 2024, the Company had $47 million of capitalized fulfillment costs which were disposed of as part of the divestiture of the Mobility Business.
See Note 17 - “Business Acquisitions and Divestitures” for additional information.
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The ineffective and excluded portions of the gain or loss is recognized immediately in current earnings.
See Note 11 – “Derivative Financial Instruments and Hedging Activities” for additional information.
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As of August 31, 2024, and 2023, the Company had $734 million and $218 million, respectively, of components included in prepaid expenses and other current assets in the Company’s Consolidated Balance Sheets, related to purchases made to procure components for customers whereby the associated revenue is expected to be accounted for on a net basis once transferred to the customer.
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Market-based restricted stock units are considered dilutive when the related market criterion have been met assuming the end of the reporting period represents the end of the performance period.
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| A | | | $ | 350 | | | | | | | | Uncommitted | | | | | | (2) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 10.6 | | | | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/898293/000119312522140579/d339531dex11.htm) | | | | | | 8-K | | | | | | 1.1 | | | | | | | | | 5/4/2022 | | | | | |
| 10.7 | | | | | | | | | [Underwriting Agreement, dated as of April 10, 2023, among the Company, BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein](https://www.sec.gov/Archives/edgar/data/898293/000119312523100531/d452897dex11.htm). | | | | | | 8-K | | | | | | 1.1 | | | | | | | | | | | | 4/13/2023 | | |
| Gain on securities | | | — | | | | | | — | | | | | | (2) | | |
| Change in fair value of derivatives | | | (25) | | | | | | 1 | | | | | | 35 | | |
| Adjustment for net losses (gains) realized and included in net income | | | 42 | | | | | | 32 | | | | | | (41) | | |
| Total change in derivative instruments | | | 17 | | | | | | 33 | | | | | | (6) | | |
| Declared dividends to noncontrolling interests | | | — | | | | | | — | | | | | | (3) | | |
| Repurchase of sold receivables | | | — | | | | | | — | | | | | | (99) | | |
| Cash receipts on repurchased receivables | | | — | | | | | | 4 | | | | | | 95 | | |
Amortization of assets held under finance leases is included in depreciation expense in the Consolidated Statements of Operations.
fair values are recognized in earnings.
| Realized losses (gains) on derivative instruments:(1) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total amounts reclassified from AOCI(3) | | | | | | | | | | | | $ | 32 | | | | | $ | 22 | | | | | $ | (56) | |
The Company believes that the use of an input method best depicts the transfer of control to the customer, which occurs as the Company incurs costs on its contracts.
Servicing fees related to each of the trade accounts receivable sale programs recognized during the fiscal years ended August 31, 2023, 2022 and 2021 were not material.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| C | | | 400 | | | CNY | | | | | | Uncommitted | | | | | | August 31, 2023(2) | | |
| E | | | $ | 150 | | | | | | | | Uncommitted | | | | | | (3) | | |
| H | | | $ | 600 | | | | | | | | Uncommitted | | | | | | December 5, 2024(2) | | |
| I | | | $ | 135 | | | | | | | | Uncommitted | | | | | | April 11, 2025(2) | | |
(3)Net of accumulated amortization of $199 million and $110 million as of August 31, 2023 and 2022, respectively.
The future minimum lease payments under operating and finance leases as of August 31, 2023 were as follows (in millions):
| 2024 | | | $ | 138 | | | | | $ | 93 | | | | | $ | 231 | |
| 2025 | | | 101 | | | | | | 102 | | | | | | 203 | | |
| 2026 | | | 77 | | | | | | 101 | | | | | | 178 | | |
| Thereafter | | | 116 | | | | | | 10 | | | | | | 126 | | |
| Total minimum lease payments | | | $ | 532 | | | | | $ | 314 | | | | | $ | 846 | |
This is
The Company expects the lease related to the VIE to commence in fiscal year 2024.
| Balance as of August 31, 2021 | | | $ | 74 | | | | | $ | 641 | | | | | $ | 715 | |
| Balance as of August 31, 2022 | | | 79 | | | | | | 625 | | | | | | 704 | | |
| 4.900% Senior Notes(1)(3) | | | Jul 14, 2023 | | | | | | $ | — | | | | | $ | 300 | |
(5)On May 4, 2022, the Company issued $500 million of registered 4.250% Senior Notes due 2027 (the “Green Bonds” or the “4.250% Senior Notes”).
On May 31, 2022, the net proceeds from the offering were used to redeem the Company’s 4.700% Senior Notes due in 2022 and pay the applicable “make-whole” premium and accrued interest.
In addition, the Company intends to allocate an amount equal to the net proceeds from this offering to finance or refinance eligible expenditures under the Company’s new green financing framework.
| Thereafter | | | 1,385 | | |
| Total | | | $ | 2,875 | |
The facility limit was increased to $700 million for the month of August 2023.
An excerpt. Shown here: 40 of 587 rewritten, 40 of 275 added and 40 of 108 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
13 rewritten, 11 added, 5 removed, 53 unchanged
| | | | | | | [removed: Kenneth S. Wilson] [added: Michael Dastoor] Chief Executive Officer | | |
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Kenneth S.][added: Michael Dastoor and Gregory B.]
[removed: Wilson and Michael Dastoor] [added: Hebard] and each of them, jointly and severally, his or her attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof.
| By: | | | /s/ MARK T. MONDELLO | | | | | | Chairman of the Board of Directors | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| By: | | | /s/ STEVEN A. RAYMUND | | | | | | Lead Independent Director | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| By: | | | /s/ [removed: KENNETH S. WILSON] [added: MICHAEL DASTOOR] | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| By: | | | /s/ ANOUSHEH ANSARI | | | | | | Director | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| By: | | | /s/ CHRISTOPHER S. HOLLAND | | | | | | Director | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| By: | | | /s/ JOHN C. PLANT | | | | | | Director | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| By: | | | /s/ DAVID M. STOUT | | | | | | Director | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| By: | | | /s/ KATHLEEN A. WALTERS | | | | | | Director | | | October [removed: 20, 2023] [added: 28, 2024] | | |
| Fiscal year ended August 31, [removed: 2021] [added: 2024] | | | | | | $ | [removed: 85] [added: 58] | | | | | $ | [removed: 33] [added: 40] | | | | | $ | — | | | | | $ | [removed: (33)] [added: (35)] | | | | | $ | [removed: 85] [added: 63] | |
| Fiscal year ended August 31, [removed: 2021] [added: 2024] | | | | | | $ | [removed: 341] [added: 303] | | | | | $ | [removed: 18] [added: 96] | | | | | $ | [removed: —] [added: 3] | | | | | $ | [removed: (6)] [added: (34)] | | | | | $ | [removed: 353] [added: 368] | |
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| Date: October 28, 2024 | | | By: | | | /s/ MICHAEL DASTOOR | | |
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| By: | | | /s/ GREGORY B. HEBARD | | | | | | Chief Financial Officer (Principal Executive Officer) | | | October 28, 2024 | | |
| | | | Gregory B. Hebard | | | | | | | | | | | |
| By: | | | /s/ JAMES W. SIMINOFF | | | | | | Director | | | October 28, 2024 | | |
| | | | James W. Siminoff | | | | | | | | | | | |
| By: | | | /s/ N.V. TYAGARAJAN | | | | | | Director | | | October 28, 2024 | | |
| | | | N.V. Tyagarajan | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
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| Date: October 20, 2023 | | | By: | | | /s/ KENNETH S. WILSON | | |
| By: | | | /s/ THOMAS A. SANSONE | | | | | | Vice Chairman of the Board of Directors | | | October 20, 2023 | | |
| | | | Thomas A. Sansone | | | | | | | | | | | |
| | | | Kenneth S. Wilson | | | | | | | | | | | |
| By: | | | /s/ MICHAEL DASTOOR | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | October 20, 2023 | | |