Jabil 10-Q 2024-02-29

Filed 2024-04-05. 8 sections, 180K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 29, 2024

or

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

For the transition period from to

Commission File Number: 001-14063

jabillogo23.jpg

JABIL INC.

(Exact name of registrant as specified in its charter)

Delaware38-1886260
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

(727) 577-9749

(Registrant’s telephone number, including area code)

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

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareJBLNew York Stock Exchange

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

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

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

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

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

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

As of March 28, 2024, there were 120,597,316 shares of the registrant’s Common Stock outstanding.

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JABIL INC. AND SUBSIDIARIES INDEX

Part I – Financial Information
Item 1.Financial Statements
Condensed Consolidated Balance Sheets as of February 29, 2024 and August 31, 20231
Condensed Consolidated Statements of Operations for the three months and six months ended February 29, 2024 and February 28, 20232
Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended February 29, 2024 and February 28, 20233
Condensed Consolidated Statements of Stockholders’ Equity for the three months and six months ended February 29, 2024 and February 28, 20234
Condensed Consolidated Statements of Cash Flows for the six months ended February 29, 2024 and February 28, 20235
Notes to Condensed Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures About Market Risk31
Item 4.Controls and Procedures31
Part II – Other Information
Item 1.Legal Proceedings32
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32
Item 3.Defaults Upon Senior Securities32
Item 4.Mine Safety Disclosures32
Item 5.Other Information32
Item 6.Exhibits33
Signatures35

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except for share data)

February 29, 2024 (Unaudited)August 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$2,566$1,804
Accounts receivable, net of allowance for credit losses2,6483,647
Contract assets1,0861,035
Inventories, net of reserve for excess and obsolete inventory4,8215,206
Prepaid expenses and other current assets1,3491,109
Assets held for sale—1,929
Total current assets12,47014,730
Property, plant and equipment, net of accumulated depreciation of $4,655 as of February 29, 2024 and $4,512 as of August 31, 20233,0453,137
Operating lease right-of-use asset363367
Goodwill656621
Intangible assets, net of accumulated amortization167142
Deferred income taxes131159
Other assets291268
Total assets$17,123$19,424
LIABILITIES AND EQUITY
Current liabilities:
Current installments of notes payable and long-term debt$—$—
Accounts payable5,0415,679
Accrued expenses5,5485,515
Current operating lease liabilities102104
Liabilities held for sale—1,397
Total current liabilities10,69112,695
Notes payable and long-term debt, less current installments2,8782,875
Other liabilities374319
Non-current operating lease liabilities272269
Income tax liabilities110131
Deferred income taxes140268
Total liabilities14,46516,557
Commitments and contingencies
Equity:
Jabil Inc. stockholders’ equity:
Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding——
Common stock, $0.001 par value, authorized 500,000,000 shares; 276,057,643 and 273,949,811 shares issued and 122,440,607 and 131,294,422 shares outstanding as of February 29, 2024 and August 31, 2023, respectively——
Additional paid-in capital2,8772,795
Retained earnings5,5124,412
Accumulated other comprehensive loss(17)(17)
Treasury stock at cost, 153,617,036 and 142,655,389 shares as of February 29, 2024 and August 31, 2023, respectively(5,714)(4,324)
Total Jabil Inc. stockholders’ equity2,6582,866
Noncontrolling interests—1
Total equity2,6582,867
Total liabilities and equity$17,123$19,424

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for per share data)

(Unaudited)

Three months endedSix months ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net revenue$6,767$8,134$15,154$17,769
Cost of revenue6,1377,47313,74916,365
Gross profit6306611,4051,404
Operating expenses:
Selling, general and administrative308285622604
Research and development1082017
Amortization of intangibles991517
Restructuring, severance and related charges70—19745
Gain from the divestiture of businesses(944)—(944)—
Acquisition and divestiture related charges46—61—
Operating income1,1313591,434721
Other expense22174332
Interest expense, net475594103
Income before income tax1,0622871,297586
Income tax expense13580176156
Net income9272071,121430
Net income attributable to noncontrolling interests, net of tax————
Net income attributable to Jabil Inc.$927$207$1,121$430
Earnings per share attributable to the stockholders of Jabil Inc.:
Basic$7.41$1.55$8.80$3.21
Diluted$7.31$1.52$8.66$3.14
Weighted average shares outstanding:
Basic125.2133.6127.4134.2
Diluted126.9136.3129.5137.1

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

**

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

Overview

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

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

We conduct our operations in facilities that are located worldwide, including but not limited to, China, India, Malaysia, Mexico, Singapore and the United States. We derived a substantial majority, 82.5% and 84.7%, of net revenue from our international operations for the three months and six months ended February 29, 2024, respectively. Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products. Our global presence is key to assessing and executing on our business opportunities.

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

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 “Business”) for pre-tax cash proceeds of approximately $2.2 billion, subject to certain post-closing adjustments. The sale of the Business represented the divestiture of our mobility business.

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

Refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023 for further discussion of the items disclosed in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section as of February 29, 2024 contained herein.

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Summary of Results

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

Three months endedSix months ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net revenue$6,767$8,134$15,154$17,769
Gross profit$630$661$1,405$1,404
Operating income$1,131$359$1,434$721
Net income attributable to Jabil Inc.$927$207$1,121$430
Earnings per share – basic$7.41$1.55$8.80$3.21
Earnings per share – diluted$7.31$1.52$8.66$3.14

Key Performance Indicators

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

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

Three months ended
February 29, 2024November 30, 2023**(1)**February 28, 2023
Sales cycle(2)48 days42 days50 days
Inventory turns (annualized)(3)4 turns5 turns4 turns
Days in accounts receivable(4)35 days43 days41 days
Days in inventory(5)87 days78 days93 days
Days in accounts payable(6)74 days78 days84 days

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

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

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

(4)Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days. During the three months ended February 29, 2024, the decrease in days in accounts receivable from the prior sequential quarter and the three months ended February 28, 2023,

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of February 29, 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, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

For our fiscal quarter ended February 29, 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.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three months ended February 29, 2024:

PeriodTotal Number of Shares Purchased**(1)**Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Program**(2)**Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)****(2)
December 1, 2023 – December 31, 20231,101,820$117.261,101,820$1,871
January 1, 2024 – January 31, 20244,845,608$126.944,844,813$1,256
February 1, 2024 – February 29, 2024600,453$133.54600,453$1,176
Total6,547,881$125.916,547,086

(1)The purchases include amounts that are attributable to 795 shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards, their tax withholding obligations.

(2)In September 2022, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on September 27, 2022 (the “2023 Share Repurchase Program”). As of August 31, 2023, 2.7 million shares had been repurchased for $224 million, excluding excise tax. In September 2023, our Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of our common stock as publicly announced in a press release on September 28, 2023.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On January 15, 2024, Mr. Kenneth Wilson, our Chief Executive Officer and Director ("Seller"), entered into a Rule 10b5-1 Trading Plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934. The Plan terminates on the earlier to occur of (i) the close of trading on December 31, 2025, (ii) promptly after termination of the Plan by Seller, (iii) determination by a party that the Plan does not comply with Rule 10b5-1, (iv) promptly after the broker is notified of the death, dissolution, bankruptcy or insolvency of Seller, (v) immediately if stock is not delivered as required under the Plan or (vi) the date that the aggregate number of shares of stock sold under the Plan reaches 32,440.

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Item 6. Exhibits

Index to Exhibits

Incorporated by Reference Herein
Exhibit No.DescriptionFormExhibitFiling Date/Period End Date
3.1Registrant’s Certificate of Incorporation, as amended.10-Q3.15/31/2017
3.2Registrant’s Bylaws, as amended.10-K3.28/31/2022
4.1Form of Certificate for Shares of the Registrant’s Common Stock. (P)S-13/17/1993
4.2Indenture, dated January 16, 2008, with respect to Senior Debt Securities of the Registrant, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee.8-K4.21/17/2008
4.3Form of 5.450% Senior Notes due 2029 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.5).8-K4.14/13/2023
4.4Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.6).8-K4.15/4/2022
4.5Officers’ Certificate, dated as of April 13, 2023, establishing the 5.450% Senior Notes due 2029.8-K4.14/13/2023
4.6Officers’ Certificate, dated as of May 4, 2022, establishing the 4.250% Senior Notes due 2027.8-K4.15/4/2022
4.7Officers’ Certificate, dated as of April 14, 2021, establishing the 1.700% Senior Notes due 2026.8-K4.14/14/2021
4.8Officers’ Certificate, dated as of July 13, 2020, establishing the 3.000% Senior Notes due 2031.8-K4.17/13/2020
4.9Officers’ Certificate, dated as of January 15, 2020, establishing the 3.600% Senior Notes due 2030.8-K4.11/15/2020
4.10Officers’ Certificate, dated as of January 17, 2018, establishing the 3.950% Senior Notes due 2028.8-K4.11/17/2018
10.1Amendment 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.8-K10.12/26/2024
31.1*Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
31.2*Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.
32.1*Section 1350 Certification by the Chief Executive Officer.
32.2*Section 1350 Certification by the Chief Financial Officer.

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101The following financial information from Jabil’s Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of February 29, 2024 and August 31, 2023, (ii) Condensed Consolidated Statements of Operations for the three months and six months ended February 29, 2024 and February 28, 2023, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended February 29, 2024 and February 28, 2023, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months and six months ended February 29, 2024 and February 28, 2023, (v) Condensed Consolidated Statements of Cash Flows for the six months ended February 29, 2024 and February 28, 2023, and (vi) the Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (Embedded within the inline XBRL Document in Exhibit 101).
*Filed or furnished herewith

Certain instruments with respect to long-term debt of the Registrant and its consolidated subsidiaries are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount of securities authorized under each such instrument does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

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SIGNATURES

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

JABIL INC. Registrant
Date: April 5, 2024By:/s/ KENNETH S. WILSON
Kenneth S. Wilson Chief Executive Officer
Date: April 5, 2024By:/s/ MICHAEL DASTOOR
Michael Dastoor Chief Financial Officer