JABIL INC 10-Q

Item 1. Financial Statements JABIL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except for share data) February 28, 2022 (Unaudited) August 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 1,093 $ 1,567 Accounts receivable, net of allowance for doubtful accounts 3,229 3,141 Contract assets 1,236 998 Inventories, net 5,395 4,414 Prepaid expenses and other current assets 914 757 Total current assets 11,867 10,877 Property, plant and equipment, net of accumulated depreciation of $ 5,328 as of February 28, 2022 and $ 5,033 as of August 31, 2021 3,784 4,075 Operating lease right-of-use asset 470 390 Goodwill 719 715 Intangible assets, net of accumulated amortization of $ 457 as of February 28, 2022 and $ 442 as of August 31, 2021 176 182 Deferred income taxes 167 176 Other assets 247 239 Total assets $ 17,430 $ 16,654 LIABILITIES AND EQUITY Current liabilities: Current installments of notes payable and long-term debt $ 501 $ — Accounts payable 6,868 6,841 Accrued expenses 4,231 3,734 Current operating lease liabilities 114 108 Total current liabilities 11,714 10,683 Notes payable and long-term debt, less current installments 2,380 2,878 Other liabilities 302 334 Non-current operating lease liabilities 401 333 Income tax liabilities 176 178 Deferred income taxes 119 111 Total liabilities 15,092 14,517 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; 270,392,290 and 267,418,092 shares issued and 142,392,135 and 144,496,077 shares outstanding as of February 28, 2022 and August 31, 2021, respectively — — Additional paid-in capital 2,608 2,533 Retained earnings 3,127 2,688 Accumulated other comprehensive loss ( 22 ) ( 25 ) Treasury stock at cost, 128,000,155 and 122,922,015 shares as of February 28, 2022 and August 31, 2021, respectively ( 3,376 ) ( 3,060 ) Total Jabil Inc. stockholders’ equity 2,337 2,136 Noncontrolling interests 1 1 Total equity 2,338 2,137 Total liabilities and equity $ 17,430 $ 16,654 See accompanying notes to Condensed Consolidated Financial Statements. 1 Table of Contents JABIL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except for per share data) (Unaudited) Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Net revenue $ 7,553 $ 6,828 $ 16,120 $ 14,661 Cost of revenue 6,944 6,259 14,836 13,457 Gross profit 609 569 1,284 1,204 Operating expenses: Selling, general and administrative 280 306 588 609 Research and development 8 9 17 17 Amortization of intangibles 8 12 16 23 Restructuring, severance and related charges — 6 — 5 Operating income 313 236 663 550 Other income ( 4 ) ( 2 ) ( 3 ) ( 3 ) Interest income — ( 2 ) ( 1 ) ( 4 ) Interest expense 33 31 66 63 Income before income tax 284 209 601 494 Income tax expense 62 57 138 141 Net income 222 152 463 353 Net income attributable to noncontrolling interests, net of tax — — — 1 Net income attributable to Jabil Inc. $ 222 $ 152 $ 463 $ 352 Earnings per share attributable to the stockholders of Jabil Inc.: Basic $ 1.55 $ 1.01 $ 3.22 $ 2.34 Diluted $ 1.51 $ 0.99 $ 3.15 $ 2.30 Weighted average shares outstanding: Basic 143.5 150.3 143.8 150.2 Diluted 146.4 153.0 147.0 153.1 See accompanying notes to Condensed Consolidated Financial Statements. 2 Table of Contents JABIL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) (Unaudited) Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Net income $ 222 $ 152 $ 463 $ 353 Other comprehensive income: Change in foreign currency translation 16 — ( 11 ) 11 Change in derivative instruments: Change in fair value of derivatives 19 31 25 56 Adjustment for net gains realized and included in net income ( 5 ) ( 21 ) ( 3 ) ( 37 ) Total change in derivative instruments 14 10 22 19 Actuarial loss ( 5 ) — ( 10 ) — Prior service credit 1 — 2 — Total other comprehensive income 26 10 3 30 Comprehensive income $ 248 $ 162 $ 466 $ 383 Comprehensive income attributable to noncontrolling interests — — — 1 Comprehensive income attributable to Jabil Inc. $ 248 $ 162 $ 466 $ 382 See accompanying notes to Condensed Consolidated Financial Statements. 3 Table of Contents JABIL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in millions) (Unaudited) Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Total stockholders' equity, beginning balances $ 2,207 $ 1,994 $ 2,137 $ 1,825 Common stock: — — — — Additional paid-in capital: Beginning balances 2,567 2,445 2,533 2,414 Shares issued under employee stock purchase plan 26 20 26 20 Recognition of stock-based compensation 15 23 49 54 Ending balances 2,608 2,488 2,608 2,488 Retained earnings: Beginning balances 2,917 2,229 2,688 2,041 Declared dividends ( 12 ) ( 13 ) ( 24 ) ( 25 ) Net income attributable to Jabil Inc. 222 152 463 352 Ending balances 3,127 2,368 3,127 2,368 Accumulated other comprehensive loss: Beginning balances ( 48 ) ( 14 ) ( 25 ) ( 34 ) Other comprehensive income 26 10 3 30 Ending balances ( 22 ) ( 4 ) ( 22 ) ( 4 ) Treasury stock: Beginning balances ( 3,230 ) ( 2,681 ) ( 3,060 ) ( 2,610 ) Purchases of treasury stock under employee stock plans ( 1 ) — ( 44 ) ( 21 ) Treasury shares purchased ( 145 ) ( 82 ) ( 272 ) ( 132 ) Ending balances ( 3,376 ) ( 2,763 ) ( 3,376 ) ( 2,763 ) Noncontrolling interests: Beginning balances 1 15 1 14 Net income attributable to noncontrolling interests — — — 1 Declared dividends to noncontrolling interests — ( 2 ) — ( 2 ) Ending balances 1 13 1 13 Total stockholders' equity, ending balances $ 2,338 $ 2,102 $ 2,338 $ 2,102 See accompanying notes to Condensed Consolidated Financial Statements. 4 Table of Contents JABIL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (Unaudited) Six months ended February 28, 2022 February 28, 2021 Cash flows provided by operating activities: Net income $ 463 $ 353 Depreciation, amortization, and other, net 524 493 Change in operating assets and liabilities, exclusive of net assets acquired ( 787 ) ( 760 ) Net cash provided by operating activities 200 86 Cash flows used in investing activities: Acquisition of property, plant and equipment ( 704 ) ( 661 ) Proceeds and advances from sale of property, plant and equipment 430 267 Cash paid for business and intangible asset acquisitions, net of cash ( 18 ) ( 49 ) Other, net — ( 4 ) Net cash used in investing activities ( 292 ) ( 447 ) Cash flows used in financing activities: Borrowings under debt agreements 984 379 Payments toward debt agreements ( 1,038 ) ( 393 ) Payments to acquire treasury stock ( 272 ) ( 132 ) Dividends paid to stockholders ( 25 ) ( 26 ) Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan 26 20 Treasury stock minimum tax withholding related to vesting of restricted stock ( 44 ) ( 21 ) Other, net ( 12 ) ( 16 ) Net cash used in financing activities ( 381 ) ( 189 ) Effect of exchange rate changes on cash and cash equivalents ( 1 ) ( 6 ) Net decrease in cash and cash equivalents ( 474 ) ( 556 ) Cash and cash equivalents at beginning of period 1,567 1,394 Cash and cash equivalents at end of period $ 1,093 $ 838 See accompanying notes to Condensed Consolidated Financial Statements. 5 Table of Contents JABIL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the information set forth therein have been included. Jabil Inc. (the “Company”) has made certain reclassification adjustments to conform prior periods’ Condensed Consolidated Financial Statements to the current presentation. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in the Annual Report on Form 10-K of Jabil Inc. (the “Company”) for the fiscal year ended August 31, 2021. Results for the six months ended February 28, 2022 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2022. 2. Trade Accounts Receivable Sale Programs The Company regularly sells designated pools of high credit quality trade accounts receivable, at a discount, under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions. As of February 28, 2022, the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase specific accounts receivable at any one time up to a: (i) maximum aggregate amount available of $ 2.0 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of 400 million CNY under one trade accounts receivable sale program and (iii) maximum amount available of 100 million CHF under one trade accounts receivable sale program. The trade accounts receivable sale programs expire on various dates through 2025. The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the trade accounts receivable sale programs. Servicing fees related to the trade accounts receivable sale programs recognized during the three months and six months ended February 28, 2022 and 2021 were not material. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities. In connection with the trade accounts receivable sale programs, the Company recognized the following (in millions): Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Trade accounts receivable sold (1) $ 1,966 $ 1,335 $ 3,934 $ 2,552 Cash proceeds received $ 1,965 $ 1,334 $ 3,932 $ 2,550 Pre-tax losses on sale of receivables (2) $ 1 $ 1 $ 2 $ 2 (1) Receivables sold are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. (2) Recorded to other expense within the Condensed Consolidated Statement of Operations. 3. Inventories Inventories consist of the following (in millions): February 28, 2022 August 31, 2021 Raw materials $ 4,247 $ 3,142 Work in process 628 677 Finished goods 608 680 Reserve for excess and obsolete inventory ( 88 ) ( 85 ) Inventories, net $ 5,395 $ 4,414 6 Table of Contents 4. Leases During fiscal year 2022, the Company entered into new operating and finance leases. The future minimum lease payments under these new leases as of February 28, 2022 were as follows (in millions): Payments due by period (in millions) Total Less than 1 year 1-3 years 3-5 years After 5 years Operating lease obligations (1) $ 146 $ 26 $ 46 $ 36 $ 38 Finance lease obligations (1) $ 59 $ 32 $ 26 $ 1 $ — (1) Excludes $ 28 million of payments related to leases signed but not yet commenced. Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable. 5. Notes Payable and Long-Term Debt Notes payable and long-term debt outstanding as of February 28, 2022 and August 31, 2021 are summarized below (in millions): Maturity Date February 28, 2022 August 31, 2021 4.700 % Senior Notes Sep 15, 2022 $ 500 $ 499 4.900 % Senior Notes Jul 14, 2023 300 300 3.950 % Senior Notes Jan 12, 2028 496 496 3.600 % Senior Notes Jan 15, 2030 496 495 3.000 % Senior Notes Jan 15, 2031 592 591 1.700 % Senior Notes Apr 15, 2026 496 496 Borrowings under credit facilities (1) Jan 22, 2024 and Jan 22, 2026 — — Borrowings under loans Jul 31, 2026 1 1 Total notes payable and long-term debt 2,881 2,878 Less current installments of notes payable and long-term debt 501 — Notes payable and long-term debt, less current installments $ 2,380 $ 2,878 (1) As of February 28, 2022, the Company has $ 3.8 billion in available unused borrowing capacity under its revolving credit facilities. The senior unsecured credit agreement dated as of January 22, 2020 and amended on April 28, 2021 (the “Credit Facility”) acts as the back-up facility for commercial paper outstanding, if any. The Company has a borrowing capacity of up to $ 3.2 billion under its commercial paper program, which was increased from $ 1.8 billion on February 18, 2022. Debt Covenants Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the revolving credit facilities and the 4.900 % Senior Notes contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 4.700 %, 4.900 %, 3.950 %, 3.600 %, 3.000 % or 1.700 % Senior Notes upon a change of control. As of February 28, 2022 and August 31, 2021, the Company was in compliance with its debt covenants. Fair Value Refer to Note 15 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt. 6. Asset-Backed Securitization Program Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits 7 Table of Contents administered by an unaffiliated financial institution on a monthly basis. In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis. The Company terminated the foreign asset-backed securitization program on June 28, 2021. The Company continues servicing the receivables sold and in exchange receives a servicing fee under the global asset-backed securitization program. Servicing fees related to the asset-backed securitization programs recognized during the three months and six months ended February 28, 2022 and 2021 were not material. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities. The special purpose entity in the global asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements. Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of February 28, 2022. The global asset-backed securitization program expires on November 25, 2024 and the maximum amount of net cash proceeds available at any one time is $ 600 million. As of February 28, 2022, the Company had no available liquidity under its global asset-backed securitization program. In connection with the asset-backed securitization programs, the Company recognized the following (in millions): Three months ended Six months ended February 28, 2022 February 28, 2021 (4) February 28, 2022 February 28, 2021 (4) Trade accounts receivable sold (1) $ 1,000 $ 1,140 $ 2,032 $ 2,313 Cash proceeds received (2) $ 999 $ 1,137 $ 2,029 $ 2,308 Pre-tax losses on sale of receivables (3) $ 1 $ 3 $ 3 $ 5 (1) Receivables sold are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. (2) The amounts primarily represent proceeds from collections reinvested in revolving-period transfers. (3) Recorded to other expense within the Condensed Consolidated Statements of Operations. (4) Activity includes the foreign asset-backed securitization program which terminated on June 28, 2021. The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility. As of February 28, 2022 and August 31, 2021, the Company was in compliance with all covenants under the global asset-backed securitization program. 7. Accrued Expenses Accrued expenses consist of the following (in millions): February 28, 2022 August 31, 2021 Contract liabilities (1) $ 690 $ 559 Accrued compensation and employee benefits 648 827 Inventory deposits 1,161 711 Other accrued expenses 1,732 1,637 Accrued expenses $ 4,231 $ 3,734 (1) Revenue recognized during the six months ended February 28, 2022 and 2021 that was included in the contract liability balance as of August 31, 2021 and 2020 was $ 196 million and $ 233 million , respectively. 8 . Postretirement and Other Employee Benefits Net Periodic Benefit Cost The following table provides information about the net periodic benefit cost for all plans for the three months and six months ended February 28, 2022 and 2021 (in millions): 8 Table of Contents Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Service cost (1) $ 6 $ 8 $ 12 $ 13 Interest cost (2) 1 1 2 2 Expected long-term return on plan assets (2) ( 4 ) ( 5 ) ( 8 ) ( 8 ) Recognized actuarial gain (2) ( 3 ) ( 2 ) ( 6 ) ( 3 ) Amortization of actuarial gain (2)(3) ( 2 ) ( 1 ) ( 4 ) ( 3 ) Amortization of prior service cost (2) 1 — 2 — Net periodic benefit cost $ ( 1 ) $ 1 $ ( 2 ) $ 1 (1) Service cost is recognized in cost of revenue in the Condensed Consolidated Statement of Operations. (2) Components are recognized in other expense in the Condensed Consolidated Statement of Operations. (3) Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 percent of the greater of the projected benefit obligation and the fair value of plan assets. Gains and losses in excess of the corridor are generally amortized over the average future working lifetime of the plan participants. 9. Derivative Financial Instruments and Hedging Activities The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as market risks. The Company, where deemed appropriate, uses derivatives as risk management tools to mitigate the potential impact of certain market risks. The primary market risks managed by the Company through the use of derivative instruments are foreign currency risk and interest rate risk. Foreign Currency Risk Management Forward contracts are put in place to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses. A hedging relationship existed with an aggregate notional amount outstanding of $ 1.2 billion and $ 1.5 billion as of February 28, 2022 and August 31, 2021, respectively. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The forward foreign exchange contract transactions will effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations. The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between March 1, 2022 and February 28, 2023. In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity. The aggregate notional amount of these outstanding contracts as of February 28, 2022 and August 31, 2021, was $ 3.0 billion and $ 3.6 billion, respectively. Refer to Note 15 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments. The gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material for all periods presented and are included as components of net revenue, cost of revenue and selling, general and administrative expense, which are the same line items in which the hedged items are recorded. The following table presents the gains from forward contracts recorded in the Condensed Consolidated Statements of Operations for the periods indicated (in millions): Derivatives Not Designated as Hedging Instruments Under ASC 815 Location of Gain on Derivatives Recognized in Net Income Amount of Gain Recognized in Net Income on Derivatives Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Forward foreign exchange contracts (1) Cost of revenue $ 22 $ 36 $ 60 $ 120 (1) For the three months and six months ended February 28, 2022, the Company recognized $ 9 million and $ 37 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. For the three months and six months ended February 28, 2021, the Company recognized $ 26 9 Table of Contents million and $ 99 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. Interest Rate Risk Management The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings or anticipated debt issuances. Cash Flow Hedges The following table presents the interest rate swaps outstanding as of February 28, 2022, which have been designated as hedging instruments and are accounted for as cash flow hedges: Interest Rate Swap Summary Hedged Interest Rate Payments Aggregate Notional Amount (in millions) Effective Date Expiration Date (2) Forward Interest Rate Swap (1) Anticipated Debt Issuance Fixed $ 250 November 2, 2020 July 31, 2024 (3) Anticipated Debt Issuance Fixed $ 150 May 24, 2021 July 31, 2024 (3) (1) During March 2022, the Company entered into new cash flow hedges. These cash flow hedges have an aggregate notional amount totaling $ 170 million and are related to an anticipated debt issuance. (2) The contracts will be settled with the respective counterparties on a net basis at the expiration date for the forward interest rate swap. (3) If the anticipated debt issuance occurs before July 31, 2024, the contracts will be terminated simultaneously with the debt issuance. Contemporaneously with the issuance of our 3.000 % Notes in July 2020, the Company amended interest rate swap agreements with a notional value of $ 200.0 million, with mandatory termination dates from August 15, 2020 to February 15, 2022 (the “2020 Extended Interest Rate Swaps”). In addition, the Company entered into interest rate swaps to offset future exposures of fluctuations in the fair value of the 2020 Extended Interest Rate Swaps (the “Offsetting Interest Rate Swaps”). The change in fair value of the 2020 Extended Interest Rate Swaps and Offsetting Interest Rate Swaps was recorded in the Condensed Consolidated Statements of Operations through the maturity date of February 15, 2022, as an adjustment to interest expense. 10. Accumulated Other Comprehensive Income The following table sets forth the changes in accumulated other comprehensive income (“AOCI”), net of tax, by component for the six months ended February 28, 2022 (in millions): Foreign Currency Translation Adjustment Derivative Instruments Actuarial Gain (Loss) Prior Service (Cost) Credit Total Balance as of August 31, 2021 $ ( 20 ) $ ( 36 ) $ 51 $ ( 20 ) $ ( 25 ) Other comprehensive (loss) income before reclassifications ( 11 ) 25 — — 14 Amounts reclassified from AOCI — ( 3 ) ( 10 ) 2 ( 11 ) Other comprehensive (loss) income (1) ( 11 ) 22 ( 10 ) 2 3 Balance as of February 28, 2022 $ ( 31 ) $ ( 14 ) $ 41 $ ( 18 ) $ ( 22 ) (1) Amounts are net of tax, which are immaterial. The following table sets forth the amounts reclassified from AOCI into the Condensed Consolidated Statements of Operations, and the associated financial statement line item, net of tax, for the periods indicated (in millions): 10 Table of Contents Three months ended Six months ended Comprehensive Income Components Financial Statement Line Item February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Realized (gains) losses on derivative instruments: (1) Foreign exchange contracts Cost of revenue $ ( 6 ) $ ( 22 ) $ ( 5 ) $ ( 39 ) Interest rate contracts Interest expense 1 1 2 2 Actuarial gain (2) ( 5 ) — ( 10 ) — Prior service cost (2) 1 — 2 — Total amounts reclassified from AOCI (3) $ ( 9 ) $ ( 21 ) $ ( 11 ) $ ( 37 ) (1) The Company expects to reclassify $ 10 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue. (2) Amounts are included in the computation of net periodic benefit pension cost. Refer to Note 8 – “Postretirement and Other Employee Benefits” for additional information. (3) Amounts are net of tax, which are immaterial for the three months and six months ended February 28, 2022 and 2021. 11. Stockholders’ Equity The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions): Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Restricted stock units $ 12 $ 20 $ 44 $ 52 Employee stock purchase plan 4 3 7 5 Total $ 16 $ 23 $ 51 $ 57 As of February 28, 2022, the shares available to be issued under the 2021 Equity Incentive Plan w ere 9,894,144 . Restricted Stock Units Certain key employees have been granted time-based, performance-based and market-based restricted stock unit awards (“restricted stock units”). The time-based restricted stock units generally vest on a graded vesting schedule over three years . T he performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150 %, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200 % , depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units ha ve a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company. During the six months ended February 28, 2022 and 2021, the Company awarded approximately 0.7 million and 1.2 million time-based restricted stock units, respectively, 0.2 million and 0.4 million performance-based restricted stock units, respectively, and 0.2 million and 0.3 million market-based restricted stock units, respectively. The following represents the stock-based compensation information as of the period indicated (in millions): February 28, 2022 Unrecognized stock-based compensation expense—restricted stock units $ 56 Remaining weighted-average period for restricted stock units expense 1.5 years Common Stock Outstanding 11 Table of Contents The following represents the common stock outstanding for the periods indicated: Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Common stock outstanding: Beginning balances 144,166,009 150,471,570 144,496,077 150,330,358 Shares issued under employee stock purchase plan 520,483 771,548 520,483 771,548 Vesting of restricted stock 28,243 24,054 2,453,715 2,241,136 Purchases of treasury stock under employee stock plans ( 9,719 ) ( 8,873 ) ( 700,274 ) ( 610,279 ) Treasury shares purchased (1) ( 2,312,881 ) ( 1,891,798 ) ( 4,377,866 ) ( 3,366,262 ) Ending balances 142,392,135 149,366,501 142,392,135 149,366,501 (1) In July 2021, the Board of Directors approved an authorization for the repurchase of up to $ 1.0 billion of the Company’s common stock (the “2022 Share Repurchase Program”). As of February 28, 2022, 5.1 million shares had been repurchased for $ 314 million and $ 686 million remains available under the 2022 Share Repurchase Program. 12. Concentration of Risk and Segment Data Concentration of Risk Sales of the Company’s products are concentrated among specific customers. During the six months ended February 28, 2022, the Company’s five largest customers accounted for approximately 47 % of its net revenue and 78 customers accounted for approximately 90 % of its net revenue. Sales to these customers were reported in the Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”) operating segments. The Company procures components from a broad group of suppliers. Some of the products manufactured by the Company require one or more components that are available from only a single source. Segment Data Net revenue for the operating segments is attributed to the segment in which the service is performed. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net revenue less cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses. Certain items are excluded from the calculation of segment income. Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties. The following table sets forth operating segment information (in millions): 12 Table of Contents Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Segment income and reconciliation of income before income tax EMS $ 152 $ 98 $ 299 $ 220 DMS 192 187 445 430 Total segment income $ 344 $ 285 $ 744 $ 650 Reconciling items: Amortization of intangibles ( 8 ) ( 12 ) ( 16 ) ( 23 ) Stock-based compensation expense and related charges ( 16 ) ( 23 ) ( 51 ) ( 57 ) Restructuring, severance and related charges — ( 6 ) — ( 5 ) Business interruption and impairment charges, net — 1 — 1 Acquisition and integration charges — ( 2 ) — ( 4 ) Other expense (net of periodic benefit cost) ( 3 ) ( 5 ) ( 11 ) ( 9 ) Interest income — 2 1 4 Interest expense ( 33 ) ( 31 ) ( 66 ) ( 63 ) Income before income tax $ 284 $ 209 $ 601 $ 494 The following table presents the Company’s revenues disaggregated by segment (in millions): Three months ended February 28, 2022 February 28, 2021 EMS DMS Total EMS DMS Total Timing of transfer Point in time $ 1,327 $ 1,418 $ 2,745 $ 819 $ 1,782 $ 2,601 Over time 2,447 2,361 4,808 2,360 1,867 4,227 Total $ 3,774 $ 3,779 $ 7,553 $ 3,179 $ 3,649 $ 6,828 Six months ended February 28, 2022 February 28, 2021 EMS DMS Total EMS DMS Total Timing of transfer Point in time $ 2,734 $ 3,788 $ 6,522 $ 1,876 $ 4,022 $ 5,898 Over time 4,898 4,700 9,598 4,896 3,867 8,763 Total $ 7,632 $ 8,488 $ 16,120 $ 6,772 $ 7,889 $ 14,661 The Company operates in more than 30 countries worldwide. Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale. The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue: Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Foreign source revenue 83.5 % 84.7 % 84.2 % 84.1 % 13. Income Taxes Effective Income Tax Rate The U.S. federal statutory income tax rate and the Company's effective income tax rate are as follows: 13 Table of Contents Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % 21.0 % Effective income tax rate 21.7 % 26.9 % 22.8 % 28.5 % The effective income tax rate decreased for the three months and six months ended February 28, 2022, compared to the three months and six months ended February 28, 2021, primarily due to decreased losses in tax jurisdictions with existing valuation allowances for the three months and six months ended February 28, 2022. The effective income tax rate differed from the U.S. federal statutory income tax rate of 21.0% during the three months and six months ended February 28, 2022 and 2021, primarily due to: (i) losses in tax jurisdictions with existing valuation allowances and (ii) tax incentives granted to sites in China, Malaysia, Singapore and Vietnam. 14. Earnings Per Share and Dividends Earnings Per Share The Company calculates its basic earnings per share by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. The Company’s diluted earnings per share is calculated in a similar manner, but includes the effect of dilutive securities. The difference between the weighted average number of basic shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units. Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands): Three months ended Six months ended February 28, 2022 February 28, 2021 February 28, 2022 February 28, 2021 Restricted stock units 465.6 1,103.5 465.6 1,074.2 Employee stock purchase plan — — — 1.9 Dividends The following table sets forth cash dividends declared by the Company to common stockholders during the six months ended February 28, 2022 and 2021 (in millions, except for per share data): Dividend Declaration Date Dividend per Share Total of Cash Dividends Declared Date of Record for Dividend Payment Dividend Cash Payment Date Fiscal Year 2022: October 21, 2021 $ 0.08 $ 12 November 15, 2021 December 1, 2021 January 20, 2022 $ 0.08 $ 12 February 15, 2022 March 2, 2022 Fiscal Year 2021: October 15, 2020 $ 0.08 $ 12 November 16, 2020 December 2, 2020 January 21, 2021 $ 0.08 $ 12 February 15, 2021 March 2, 2021 15. Fair Value Measurements Fair Value Measurements on a Recurring Basis The following table presents the fair value of the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated: 14 Table of Contents (in millions) Fair Value Hierarchy February 28, 2022 August 31, 2021 Assets: Cash and cash equivalents: Cash equivalents Level 1 (1) $ 5 $ 36 Prepaid expenses and other current assets: Short-term investments Level 1 17 18 Forward foreign exchange contracts: Derivatives designated as hedging instruments (Note 9) Level 2 (2) 18 9 Derivatives not designated as hedging instruments (Note 9) Level 2 (2) 46 20 Other assets: Forward interest rate swap: Derivatives designated as hedging instruments (Note 9) Level 2 (3) 15 9 Liabilities: Accrued expenses: Forward foreign exchange contracts: Derivatives designated as hedging instruments (Note 9) Level 2 (2) $ 2 $ 6 Derivatives not designated as hedging instruments (Note 9) Level 2 (2) 9 9 Interest rate swaps: Derivatives not designated as hedging instruments (Note 9) Level 2 (3) — 3 Extended interest rate swap not designated as a hedging instrument (Note 9) Level 2 (4) — 10 Other liabilities: Forward interest rate swap: Derivatives designated as hedging instruments (Note 9) Level 2 (3) 3 7 (1) Consist of investments that are readily convertible to cash with original maturities of 90 days or less. (2) The Company’s forward foreign exchange contracts are measured on a recurring basis at fair value, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers. (3) Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. (4) The 2020 Extended Interest Rate Swaps were considered a hybrid instrument and the Company elected the fair value option for reporting. Fair value measurements were based on the contractual terms of the contract and used observable market-based inputs. The interest rate swaps were valued using a discounted cash flow analysis of the expected cash flows using observable inputs including interest rate curves and credit spreads. Assets Held for Sale The following table presents the assets held for sale: February 28, 2022 August 31, 2021 (in millions) Carrying Amount Carrying Amount Assets held for sale (1) $ 31 $ 61 (1) During the three months ended February 28, 2022, the Company sold assets held for sale with a carrying value of $ 30 million. As of February 28, 2022 and August 31, 2021, the carrying value of $ 31 million of assets held for sale approximates the fair value with the asset values measured using Level 2 inputs. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of borrowings under credit facilities and under loans approximates fair value as interest rates on these instruments approximates current market rates. 15 Table of Contents Notes payable and long-term debt is carried at amortized cost; however, the Company estimates the fair values of notes payable and long-term debt for disclosure purposes. The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated: February 28, 2022 August 31, 2021 (in millions) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value Notes payable and long-term debt: (Note 5) 4.700 % Senior Notes Level 2 (1) $ 500 $ 509 $ 499 $ 521 4.900 % Senior Notes Level 3 (2) $ 300 $ 311 $ 300 $ 322 3.950 % Senior Notes Level 2 (1) $ 496 $ 522 $ 496 $ 555 3.600 % Senior Notes Level 2 (1) $ 496 $ 507 $ 495 $ 541 3.000 % Senior Notes Level 2 (1) $ 592 $ 576 $ 591 $ 618 1.700 % Senior Notes Level 2 (1) $ 496 $ 483 $ 496 $ 504 (1) The fair value estimates are based upon observable market data. (2) This fair value estimate is based on the Company’s indicative borrowing cost derived from discounted cash flows. 16. Commitments and Contingencies Legal Proceedings The Company is party to certain lawsuits in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. 17. New Accounting Guidance New accounting guidance adopted during the period did not have a material impact to the Company. Recently issued accounting guidance is not applicable or did not have, or is not expected to have, a material impact to the Company. 16 Table of Contents JABIL INC. AND SUBSIDIARIES This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Item 2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2021 such as, the scope and duration of the COVID-19 outbreak and its impact on our operations, sites, customers and supply chain; managing growth effectively; our dependence on a limited number of customers; competitive challenges affecting our customers; managing rapid declines or increases in customer demand and other related customer challenges that may occur; risks arising from relationships with emerging companies; changes in technology; our ability to introduce new business models or programs requiring implementation of new competencies; competition; transportation issues; our ability to maintain our engineering, technological and manufacturing expertise; retaining key personnel; our ability to purchase components efficiently and reliance on a limited number of suppliers for critical components; risks associated with international sales and operations; our ability to achieve expected profitability from acquisitions; risk arising from our restructuring activities; issues involving our information systems, including security issues; regulatory risks (including the expense of complying, or failing to comply, with applicable regulations; risk arising from design or manufacturing defects; and intellectual property risk); financial risks (including customers or suppliers who become financially troubled; turmoil in financial markets; tax risks; credit rating risks; risks of exposure to debt; currency fluctuations; energy prices; and asset impairment); changes in financial accounting standards or policies; and risk of natural disaster, climate change or other global events. References in this report to “the Company,” “Jabil,” “we,” “our,” or “us” mean Jabil Inc. together with its subsidiaries, except where the context otherwise requires. 17 Table of Contents