What changed in this filing

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Item 9A. Controls and Procedures

2024-10-28 compared with 2023-10-20 · 610 added, 345 removed, 1072 unchanged (47% of the section changed)

10 unchanged sentences

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

34 unchanged sentences

Incorporated by Reference Herein

Filing Date/ Period End

Description Form Exhibit Filing Date/ Period End

3.1 Registrant’s Certificate of Incorporation, as amended.

Registrant’s Bylaws, as amended.

10-Q 3.1 5/31/2017

3.2 Registrant’s Amended and Restated Bylaws .

8-K 3.1 10/23/2024

4.1 Form of Certificate for Shares of the Registrant’s Common Stock.

(P) S-1 1 3/17/1993

4.2 Indenture, dated January 16, 2008, with respect to Senior Debt Securities of the Registrant, between the Registrant and U.S.

1 unchanged sentence

(formerly known as The Bank of New York Trust) Company, N.A.), as trustee.

8-K 4.2 1/17/2008

4.3 Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.9).

8-K 4.1 5/4/2022

4.4 Form of 5.450% Senior Notes due 2029 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.10).

8-K 4.1 4/13/2023

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

8-K 4.1 1/17/2018

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

8-K 4.1 1/15/2020

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

8-K 4.1 7/13/2020

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

8-K 4.1 4/14/2021

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

8-K 4.1 5/4/2022

4.10 Officers’ Certificate, dated as of April 13, 2023, establishing the 5.450% Senior Notes due 2029.

8-K 4.1 4/13/2023

4.11 Description of Jabil Securities.

10-K 4.9 8/31/2021

10.1† Restated cash or deferred profit sharing plan under section 401(k).

(P) S-1 3/3/1993

10.2† Form of Indemnification Agreement between the Registrant and its Officers and Directors.

(P) S-1 3/3/1993

10.3† Jabil Inc.

2011 Employee Stock Purchase Plan, as amended.

14A B 12/9/2020

10.4† Jabil Inc.

2021 Equity Incentive Plan.

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-Executive).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-Non-Employee Director).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).

Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).

Form of Jabil Inc.

14A A 12/9/2020

10.4a†** Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).

Form of Jabil Inc.

10-Q 10.1 11/30/2021

10.4b†** Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).

Form of Jabil Inc.

10-Q 10.2 11/30/2021

10.4c† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).

Form of Jabil Inc.

10-Q 10.3 11/30/2021

10.4d† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU Executive).

Form of Jabil Inc.

10-Q 10.5 11/30/2021

10.4e† Form of Jabil Inc.

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

Form of Jabil Inc.

10-Q 10.1 5/31/2022

10.4f†** Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).

Form of Jabil Inc.

10-Q 10.1 11/30/2022

10.4g†** Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).

Form of Jabil Inc.

10-Q 10.2 11/30/2022

10.4h† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU Executive).

Form of Jabil Inc.

10-Q 10.3 11/30/2022

10.4i† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).

Form of Jabil Inc.

10-Q 10.4 11/30/2022

10.4j† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-Cash-Settled-NON-Employee Director).

10-Q 10.5 11/30/2022

10.4k†** Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).

10-Q 10.1 11/30/2023

10.4l†** Form of Jabil Inc.

Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).

10-Q 10.2 11/30/2023

10.4m† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU Executive).

10-Q 10.3 11/30/2023

10.4n† Form of Jabil Inc.

Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Executive).

10-Q 10.4 11/30/2023

10.4o† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).

10-Q 10.5 11/30/2023

10.4p† Form of Jabil Inc.

Restricted Stock Unit Award Agreement (TBRSU-Cash-Settled-NON-Employee Director).

10-Q 10.6 11/30/2023

10.5† Executive Deferred Compensation Plan.

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.

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 .

Mutual Separation Agreement and Release dated as of August 21, 2023, between Jabil Inc.

and Steven Borges.

S-8 4.1 2/25/2011

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.

8-K 10.1 2/26/2024

10.7*** Agreement for the Sale and Purchase of Shares in Juno Newco Target Holdco Singapore Pte.

2 unchanged sentences

Ltd., a Singapore private limited company.

10-K 10.9 8/31/2023

10.8†** Mutual Separation Agreement and Release dated as of August 21, 2023, between Jabil Inc.

and Steven Borges.

8-K 10.1 8/25/2023

10.9†** Separation, Release and Restrictive Covenants Agreement between Kenneth S.

Wilson and Jabil Inc.

dated May 19, 2024.

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.

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.

8-K 10.1 5/31/2024

19.1* Insider Trading Policy

21.1* List of Subsidiaries.

5 unchanged sentences

32.2* Section 1350 Certification by the Chief Financial Officer of the Registrant.

97.1* Executive Compensation Recoupment (Clawback) Policy.

101 The following financial information from Jabil’s Annual Report on Form 10-K for the fiscal period ended August 31, 2024, formatted in Inline XBRL:

89 unchanged sentences

Uncertain Tax Positions

Description of the Matter

As disclosed in Note 15 to the consolidated financial statements, the Company operates in a complex multinational tax environment and is subject to laws and regulations in various jurisdictions regarding intercompany transactions.

Uncertain tax positions may arise from interpretations and judgments made by the Company in the application of the relevant laws, regulations, and tax rulings.

The Company uses significant judgment in (1) determining whether the technical merits of tax positions for certain intercompany transactions are more-likely-than-not to be sustained and (2) measuring the related amount of tax benefit that qualifies for recognition.

Auditing the tax positions related to certain intercompany transactions was challenging because the recognition and measurement of the tax positions is highly judgmental and is based on interpretations of laws, regulations and tax rulings.

How We Addressed the Matter in Our Audit

We tested internal controls over the Company’s process to assess the technical merits of tax positions related to certain intercompany transactions and also tested internal controls over the Company’s process to determine the application of the relevant laws, regulations and tax rulings, including management’s process to recognize and measure the related tax positions.

Description of the Matter As disclosed in Note 16 to the consolidated financial statements, the Company operates in a complex multinational tax environment and is subject to laws and regulations in various jurisdictions.

Uncertain tax positions may arise from interpretations and judgments made by the Company in the application of the relevant statutes, regulations, tax rulings and case law across various jurisdictions.

The Company uses significant judgment in (1) determining whether the technical merits of tax positions taken in various jurisdictions are more-likely-than-not to be sustained based on applicable tax law and (2) measuring the related amount of tax benefit that qualifies for recognition.

Auditing the tax positions was challenging because the recognition and measurement of the uncertain tax positions is judgmental and is based on interpretations of statutes, regulations, tax rulings and case law across various jurisdictions.

How We Addressed the Matter in Our Audit We identified and tested internal controls over the Company’s process to monitor and assess the technical merits of tax positions taken in various jurisdictions.

We also identified and tested controls over the Company’s process to determine the application of the relevant statutes, regulations, tax rulings and case law, including management’s process to recognize and measure the related tax positions.

In testing the recognition and measurement criteria, we involved tax professionals to assist in assessing the technical merits of the Company’s tax positions.

9 unchanged sentences

(in millions, except for share data)

August 31, 2023

August 31, 2022

August 31, 2024 August 31, 2023

Current assets:

7 unchanged sentences

Property, plant and equipment, net of accumulated depreciation 3,024 3,137

Operating lease right-of-use asset

Operating lease right-of-use assets 360 367

Goodwill 661 621

Intangible assets, net of accumulated amortization 143 142

Deferred income taxes 96 159

Other assets 276 268

Total assets $ 17,351 $ 19,424

LIABILITIES AND EQUITY

21 unchanged sentences

Accumulated other comprehensive loss

( 46 ) ( 17 )

Treasury stock at cost, 162,636,984 and 142,655,389 shares as of August 31, 2024 and August 31, 2023, respectively

( 6,818 ) ( 4,324 )

Total Jabil Inc.

1 unchanged sentence

Noncontrolling interests — 1

Total equity 1,737 2,867

Total liabilities and equity $ 17,351 $ 19,424

4 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Net revenue $ 28,883 $ 34,702 $ 33,478

Cost of revenue 26,207 31,835 30,846

Gross profit 2,676 2,867 2,632

Operating expenses:

3 unchanged sentences

Restructuring, severance and related charges 296 57 18

Gain from the divestiture of businesses ( 942 ) — —

Acquisition and divestiture related charges 70 — —

Operating income

2,013 1,537 1,393

Loss on debt extinguishment — — 4

Gain on securities

Other expense (income)

Other expense

Interest expense, net 173 206 146

1 unchanged sentence

Income tax expense

1,388 818 996

Net income attributable to noncontrolling interests, net of tax

Net income attributable to Jabil Inc.

$ 1,388 $ 818 $ 996

Earnings per share attributable to the stockholders of Jabil Inc.:

Basic $ 11.34 $ 6.15 $ 7.06

Diluted $ 11.17 $ 6.02 $ 6.90

Weighted average shares outstanding:

Basic 122.4 133.0 141.2

Diluted 124.3 135.9 144.4

See accompanying notes to Consolidated Financial Statements.

3 unchanged sentences

Fiscal Year Ended August 31,

Other comprehensive income (loss):

2024 2023 2022

$ 1,388 $ 818 $ 996

Other comprehensive (loss) income:

Change in foreign currency translation ( 5 ) 25 ( 68 )

Change in derivative instruments ( 2 ) 17 33

Change in fair value of derivatives

Adjustment for net losses (gains) realized and included in net income

Total change in derivative instruments

Actuarial (loss) gain

Prior service credit (cost)

Total other comprehensive income (loss)

( 17 ) ( 19 ) 14

Prior service (cost) credit

Total other comprehensive (loss) income

( 29 ) 25 ( 17 )

Comprehensive income

$ 1,359 $ 843 $ 979

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Jabil Inc.

$ 1,359 $ 843 $ 979

See accompanying notes to Consolidated Financial Statements.

3 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Total stockholders’ equity, beginning balances

$ 2,867 $ 2,452 $ 2,137

Common stock:

1 unchanged sentence

Beginning balances

2,795 2,655 2,533

Shares issued under employee stock purchase plan 58 51 45

Purchase of noncontrolling interest ( 2 ) — —

Treasury shares purchased ( 96 ) — —

Recognition of stock-based compensation

Ending balances

2,841 2,795 2,655

Retained earnings:

Beginning balances

4,412 3,638 2,688

Declared dividends

( 40 ) ( 44 ) ( 46 )

Net income attributable to Jabil Inc.

1,388 818 996

Ending balances

5,760 4,412 3,638

Accumulated other comprehensive loss:

Beginning balances

Total other comprehensive income (loss)

( 17 ) ( 42 ) ( 25 )

Total other comprehensive (loss) income

( 29 ) 25 ( 17 )

Ending balances

( 46 ) ( 17 ) ( 42 )

Treasury stock:

Beginning balances

( 4,324 ) ( 3,800 ) ( 3,060 )

Purchases of treasury stock under employee stock plans

( 68 ) ( 36 ) ( 44 )

Treasury shares purchased

( 2,404 ) ( 487 ) ( 696 )

Excise taxes related to treasury shares purchased ( 22 ) ( 1 ) —

Ending balances

( 6,818 ) ( 4,324 ) ( 3,800 )

Noncontrolling interests:

1 unchanged sentence

Net income attributable to noncontrolling interests, net of tax

Purchase of noncontrolling interests

Declared dividends to noncontrolling interests

Purchase of noncontrolling interest ( 1 ) — —

Ending balances

Total stockholders’ equity, ending balances

$ 1,737 $ 2,867 $ 2,452

See accompanying notes to Consolidated Financial Statements.

3 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Cash flows provided by operating activities:

$ 1,388 $ 818 $ 996

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

Deferred income taxes ( 64 ) 85 ( 13 )

Loss on sale of property, plant and equipment

Gain from the divestiture of businesses ( 942 ) — —

Other, net ( 18 ) 13 10

Change in operating assets and liabilities, exclusive of net assets acquired:

1 unchanged sentence

Contract assets ( 32 ) 171 ( 214 )

Inventories 1,179 370 ( 1,725 )

Prepaid expenses and other current assets ( 587 ) ( 214 ) ( 367 )

Other assets 6 53 ( 29 )

Accounts payable, accrued expenses and other liabilities 106 ( 853 ) 2,866

Net cash provided by operating activities

Cash flows used in investing activities:

1,716 1,734 1,651

Cash flows provided by (used in) investing activities:

Acquisition of property, plant and equipment ( 784 ) ( 1,030 ) ( 1,385 )

2 unchanged sentences

Proceeds from the divestiture of businesses 2,108 50 —

Repurchase of sold receivables

Cash receipts on repurchased receivables

Net cash used in investing activities

Other, net ( 6 ) ( 36 ) 1

Net cash provided by (used in) investing activities

1,351 ( 723 ) ( 858 )

Cash flows used in financing activities:

5 unchanged sentences

Treasury stock minimum tax withholding related to vesting of restricted stock

( 68 ) ( 36 ) ( 44 )

Other, net ( 5 ) ( 6 ) ( 22 )

Net cash used in financing activities

( 2,668 ) ( 680 ) ( 888 )

Effect of exchange rate changes on cash and cash equivalents ( 2 ) ( 5 ) 6

Net increase (decrease) in cash and cash equivalents

397 326 ( 89 )

Cash and cash equivalents at beginning of period 1,804 1,478 1,567

55 unchanged sentences

Immaterial impairments for fulfillment costs were recognized during the fiscal years ended August 31, 2024, 2023, and 2022, respectively.

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.

Property, Plant and Equipment, net

1 unchanged sentence

Estimated useful lives for major classes of depreciable assets are as follows:

Estimated Useful Life

Up to 35 years

Leasehold improvements

Shorter of lease term or useful life of the improvement

Machinery and equipment

2 to 10 years

Furniture, fixtures and office equipment

Computer hardware and software

Transportation equipment

Asset Class Estimated Useful Life

Buildings Up to 35 years

Leasehold improvements Shorter of lease term or useful life of the improvement

Machinery and equipment 2 to 10 years

Furniture, fixtures and office equipment 5 years

Computer hardware and software 3 to 7 years

Transportation equipment 3 years

Maintenance and repairs are expensed as incurred.

15 unchanged sentences

Certain equipment and buildings held under finance leases are classified as property, plant and equipment and the related obligation is recorded as accrued expenses and other liabilities on the Consolidated Balance Sheets.

Amortization of assets held under finance leases is included in depreciation expense in the Consolidated Statements of Operations.

Goodwill and Other Intangible Assets

19 unchanged sentences

The accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative and the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is initially reported as a component of accumulated other comprehensive income (“AOCI”), net of tax, and is subsequently reclassified into the line item within the Consolidated Statements of Operations in which the hedged items are recorded in the same period in which the hedged item affects earnings.

The ineffective portion of the gain or loss is recognized immediately in current earnings.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is initially reported as a component of AOCI, net of tax, and is subsequently reclassified into the line item within the Consolidated Statements of Operations in which the hedged items are recorded in the same period in which the hedged item affects earnings.

The ineffective and excluded portions of the gain or loss is recognized immediately in current earnings.

For derivative instruments that are designated and qualify as a net investment hedge, the effective portion of the gain or loss on the derivative instrument is included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation.

The ineffective portion of the gain or loss is recognized immediately in current earnings.

For derivative instruments that are not designated as hedging instruments, gains and losses from changes in

fair values are recognized in earnings.

The ineffective and excluded portions of the gain or loss is recognized immediately in current earnings.

For derivative instruments that are not designated as hedging instruments, gains and losses from changes in fair values are recognized immediately in current earnings.

Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the Consolidated Statements of Cash Flows.

Accumulated Other Comprehensive Income

The following table sets forth the changes in AOCI, net of tax, by component during the fiscal year ended August 31, 2023 (in millions):

Foreign Currency

Translation Adjustment

Net Investment Hedges

Actuarial Gain (Loss)

Prior Service (Cost) Credit

Balance as of August 31, 2022

Other comprehensive income (loss) before reclassifications

Amounts reclassified from AOCI

Other comprehensive income (loss) (1)

Balance as of August 31, 2023

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

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

Fiscal Year Ended August 31,

Comprehensive Income Components

Financial Statement Line Item

Realized losses (gains) on derivative instruments:

Foreign exchange contracts

Cost of revenue

Interest rate contracts

Interest expense, net

Actuarial gains

Prior service costs

Total amounts reclassified from AOCI (3)

(1) The Company expects to reclassify $ 9 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

(2) Amounts are included in the computation of net periodic benefit cost.

Refer to Note 10 – “Postretirement and Other Employee Benefits” for additional information.

(3) Amounts are net of tax, which are immaterial for the fiscal years ended August 31, 2023, 2022 and 2021.

See Note 11 – “Derivative Financial Instruments and Hedging Activities” for additional information.

Foreign Currency Transactions

17 unchanged sentences

This method is a faithful depiction of the transfer of goods or services because it results in the recognition of revenue on the basis of the Company's to-date efforts in the satisfaction of a performance obligation relative to the total expected efforts in the satisfaction of the performance obligation.

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.

The transaction price of each performance obligation is generally based upon the contractual stand-alone selling price of the product or service.

The transaction price of each performance obligation is generally based upon the contractual standalone selling price of the product or service.

Certain contracts with customers include variable consideration, such as periodic cost of materials adjustments, rebates, discounts, or returns.

3 unchanged sentences

Revenue associated with components procured directly from customers is accounted for on a net basis if the components do not constitute a distinct good or service from the customer.

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.

Taxes collected from the Company’s customers and remitted to governmental authorities are presented within the Company’s Consolidated Statements of Operations on a net basis and are excluded from the transaction price.

27 unchanged sentences

Performance-based restricted stock units are considered dilutive when the related performance criterion have been met assuming the end of the reporting period represents the end of the performance period.

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.

All potential shares of common stock are antidilutive in periods of net loss.

1 unchanged sentence

Fiscal Year Ended August 31,

2024 2023 2022

Restricted stock units 343.6 383.1 209.4

7 unchanged sentences

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.

The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the trade accounts receivable sale programs.

Servicing fees related to each of the trade accounts receivable sale programs recognized during the fiscal years ended August 31, 2023, 2022 and 2021 were not material.

The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under each of the trade accounts receivable sale programs.

The Company does not record a servicing asset or liability on the Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

1 unchanged sentence

The following is a summary of the trade accounts receivable sale programs with unaffiliated financial institutions where the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase, at a discount, on an ongoing basis (in millions):

December 5, 2025 (2)

August 31, 2023 (2)

Program Maximum

Facility Expiration

$ 350 Uncommitted

$ 120 Uncommitted

$ 150 Uncommitted

May 4, 2028 (2)

December 5, 2024 (2)

April 11, 2025 (2)

December 5, 2025 (2)

$ 170 Uncommitted

$ 50 Uncommitted

$ 100 Uncommitted

$ 800 Uncommitted

$ 250 Uncommitted

$ 100 Uncommitted

$ 75 Uncommitted

January 23, 2025 (2)

(1) Maximum amount of trade accounts receivable that may be sold under a facility at any one time.

3 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Trade accounts receivable sold $ 8,214 $ 10,784 $ 8,513

1 unchanged sentence

Pre-tax losses on sale of receivables (1)

$ 44 $ 36 $ 9

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

Inventories consist of the following (in millions):

August 31, 2023 (1)

August 31, 2022

August 31, 2024 August 31, 2023 (1)

Raw materials $ 3,903 $ 4,804

7 unchanged sentences

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

August 31, 2023 (1)

August 31, 2022

August 31, 2024 August 31, 2023 (1)

Land and improvements $ 108 $ 107

Buildings 1,451 1,281

Leasehold improvements 681 676

11 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Depreciation expense $ 656 $ 891 $ 891

2 unchanged sentences

The following table sets forth the amount of lease assets and lease liabilities included on the Company's Consolidated Balance Sheets, as of the periods indicated (in millions):

Financial Statement Line Item

August 31, 2023 (1)

August 31, 2022

Operating lease assets (2)

Operating lease right-of-use assets

Financial Statement Line Item August 31, 2024 August 31, 2023 (1)

Operating lease assets Operating lease right-of-use assets $ 360 $ 367

Finance lease assets (2)

1 unchanged sentence

Total lease assets $ 738 $ 677

Operating lease liabilities

Current operating lease liabilities

Finance lease liabilities

Accrued expenses

Operating lease liabilities

Non-current operating lease liabilities

Finance lease liabilities

Other liabilities

Operating lease liabilities Current operating lease liabilities $ 93 $ 104

Finance lease liabilities Accrued expenses 119 74

Operating lease liabilities Non-current operating lease liabilities 284 269

Finance lease liabilities Other liabilities 235 212

Total lease liabilities $ 731 $ 659

2 unchanged sentences

(2) Net of accumulated amortization of $ 162 million and $ 199 million as of August 31, 2024 and 2023, respectively.

(3) Net of accumulated amortization of $ 199 million and $ 110 million as of August 31, 2023 and 2022, respectively.

The following table is a summary of expenses related to leases included on the Company's Consolidated Statements of Operations, for the periods indicated (in millions):

6 unchanged sentences

(1) Lease costs are primarily recognized in cost of revenue.

(2) Excludes immaterial amounts of short term leases, variable lease costs and sublease income.

The following table is a summary of the weighted-average remaining lease terms and weighted-average discount rates of the Company's leases, as of the periods indicated:

August 31, 2023

August 31, 2022

Weighted-average remaining lease term

Weighted-average discount rate

Weighted-average remaining lease term

Weighted-average discount rate

Operating leases

Finance leases

August 31, 2024 August 31, 2023

Weighted-average remaining lease term Weighted-average discount rate Weighted-average remaining lease term Weighted-average discount rate

Operating leases 5.7 years 3.80 % 5.2 years 3.55 %

Finance leases 5.2 years 4.23 % 2.1 years 3.84 %

The following table sets forth other supplemental information related to the Company's lease portfolio (in millions):

4 unchanged sentences

Financing activities for finance leases (2)

Non-cash right-of-use assets obtained in exchange for new lease liabilities:

Non-cash right-of-use assets obtained in exchange for lease liabilities:

Operating leases $ 109 $ 110

2 unchanged sentences

(2) Included in payments toward debt agreements in Financing Activities of the Company's Consolidated Statements of Cash Flows.

The future minimum lease payments under operating and finance leases as of August 31, 2023 were as follows (in millions):

Fiscal Year Ended August 31,

Operating Leases (1)

The following table sets forth a maturity analysis of operating and finance lease liabilities as of August 31, 2024 (in millions):

Fiscal Year Ended August 31, Operating Leases (1)

Finance Leases (1)(2)(3)

Total minimum lease payments

$ 106 $ 129 $ 235

Thereafter 86 91 177

Total lease payments $ 425 $ 398 $ 823

Imputed interest ( 48 ) ( 44 ) ( 92 )

Present value of lease liabilities $ 377 $ 354 $ 731

(1) Excludes $ 25 million of payments related to leases signed but not yet commenced.

Of these excluded payments, $ 163 million relates to a variable interest entity (“VIE”), for which the Company is not the primary beneficiary.

also the Company’s maximum exposure to loss related to the VIE.

The Company expects the lease related to the VIE to commence in fiscal year 2024.

Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.

(2) Includes a $ 94 million lease liability related to a lease with a variable interest entity (“VIE”), for which the Company is not the primary beneficiary.

The Company’s maximum exposure to loss related to the VIE is $ 124 million.

(3) Excludes $ 274 million of residual value guarantees that could potentially come due in future periods.

2 unchanged sentences

Goodwill and Other Intangible Assets

The Company completed its annual impairment analysis for goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal year 2023.

The qualitative assessment was performed and the Company determined that it is more likely than not that the fair values of the reporting units and the indefinite-lived intangible assets were in excess of the carrying values and that no impairment existed as of the date of the impairment analysis.

The Company completed its annual impairment analysis for goodwill during the fourth quarter of fiscal year 2024.

The quantitative assessment was performed, and the Company determined that the fair values of the reporting units exceeded the carrying values and that no impairment existed as of the date of the impairment analysis.

In connection with the divestiture of the Company’s Mobility Business, the Company performed an impairment analysis for goodwill recorded within the reporting unit impacted by the divestiture and the indefinite-lived (“Green Point”) trade name during the second quarter of fiscal year 2024.

See Note 17 – “Business Acquisitions and Divestitures” for additional information.

The following table presents the changes in goodwill allocated to the Company’s reportable segments, Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”), during the fiscal years ended August 31, 2024 and 2023 (in millions):

EMS DMS Total

Balance as of August 31, 2022

$ 79 $ 625 $ 704

Acquisitions and adjustments — 24 24

Change in foreign currency exchange rates 1 9 10

Goodwill classified as held for sale — ( 117 ) ( 117 )

Balance as of August 31, 2023

1 unchanged sentence

Change in foreign currency exchange rates — 6 6

Goodwill classified as held for sale

Balance as of August 31, 2024

$ 80 $ 581 $ 661

The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated (in millions):

August 31, 2023

August 31, 2022

August 31, 2024 August 31, 2023

Amount Accumulated

Impairment Gross

Goodwill $ 1,681 $ 1,020 $ 1,641 $ 1,020

(1) Excludes $ 117 million of goodwill classified as held for sale.

1 unchanged sentence

The following table presents the Company’s total purchased intangible assets as of August 31, 2024, and 2023 (in millions):

August 31, 2023

August 31, 2022

(in years) August 31, 2024 August 31, 2023

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

Contractual agreements and customer relationships

12 $ 361 $ ( 270 ) $ 91 $ 320 $ ( 251 ) $ 69

Intellectual property 9 198 ( 181 ) 17 198 ( 177 ) 21

Finite-lived trade names (1)

Not applicable

2 130 ( 95 ) 35 79 ( 78 ) 1

Trade names (1)

Indefinite — — — 51 — 51

Total intangible assets 10 $ 689 $ ( 546 ) $ 143 $ 648 $ ( 506 ) $ 142

(1) In the second quarter of fiscal year 2024 and in connection with the divestiture of the Mobility Business, the Company made a strategic decision that the indefinite-lived (“Green Point”) trade name acquired during the acquisition of Green Point should no longer be classified as an indefinite-lived intangible asset.

See Note 17 – “Business Acquisitions and Divestitures” for additional information.

Intangible asset amortization for fiscal years 2024, 2023, and 2022 was approximately $ 40 million, $ 33 million, and $ 34 million, respectively.

1 unchanged sentence

Fiscal Year Ended August 31,

Thereafter 26

Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of August 31, 2024, and 2023 are summarized below (in millions):

Maturity Date

August 31, 2023

August 31, 2022

4.900 % Senior Notes (1)(3)

Maturity Date August 31, 2024 August 31, 2023

3.950 % Senior Notes (1)(2)

Jan 12, 2028 $ 498 $ 497

3.600 % Senior Notes (1)(2)

Jan 15, 2030 497 496

3.000 % Senior Notes (1)(2)

Jan 15, 2031 594 593

1.700 % Senior Notes (1)(2)

Apr 15, 2026 499 498

4.250 % Senior Notes (1)(2)

May 15, 2027 496 495

5.450 % Senior Notes (1)(2)(3)

Feb 1, 2029 296 296

Borrowings under credit facilities (4)(5)

Jan 22, 2026 and Jan 22, 2028 — —

Borrowings under loans

Borrowings under loans Jul 31, 2026 — —

Total notes payable and long-term debt 2,880 2,875

1 unchanged sentence

Notes payable and long-term debt, less current installments

$ 2,880 $ 2,875

(1) The notes are carried at the principal amount of each note, less any unamortized discount and unamortized debt issuance costs.

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(4) On February 23, 2024, the Company entered into an amendment (the “Amendment”) to its senior unsecured credit agreement dated as of January 22, 2020 (as amended, the “Credit Facility”).

The Amendment, among other things, (i) instituted certain amendments to the sustainability-linked adjustments to the interest rates applicable to borrowings under the three-year revolving credit facility (the “ Three-Year Revolving Credit Facility”) and the Company’s five-year revolving credit facility (the “ Five-Year Revolving Credit Facility”), (ii) established customary SOFR, CDOR, EURIBOR and TIBOR provisions, which replaced the LIBOR provisions set forth in the existing agreement, and (iii) extended the termination date of the Three-Year Revolving Credit Facility to January 22, 2025, and of the Five-Year Revolving Credit Facility to January 22, 2027.

(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.

The Amendment, among other things, (i) instituted certain amendments to the sustainability-linked adjustments to the interest rates applicable to borrowings under the Company’s three-year revolving credit facility (the “ Three-Year Revolving Credit Facility”) and the Company’s five-year revolving credit facility (the “ Five-Year Revolving Credit Facility”) and (ii) extended the termination date of the Three-Year Revolving Credit Facility (with respect to the available commitments of the extending lenders) to January 22, 2026, and of the Five-Year Revolving Credit Facility (with respect to the available commitments of the extending lenders) to January 22, 2028, in each case subject to an additional one-year extension at the option of the Company.

(5) As of August 31, 2024, the Company has $ 4.0 billion in available unused borrowing capacity under its revolving credit facilities.

7 unchanged sentences

Fiscal Year Ended August 31,

Thereafter 1,091

Total $ 2,880

Debt Covenants

1 unchanged sentence

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.

In addition, the revolving credit facilities contain debt leverage and interest coverage covenants.

The Company is also subject to certain covenants requiring the Company to offer to repurchase the 3.950 %, 3.600 %, 3.000 %, 1.700 %, 4.250 % or 5.450 % Senior Notes upon a change of control.

2 unchanged sentences

Asset-Backed Securitization Programs

Global asset-backed securitization program - Effective August 20, 2021, the global securitization program (formerly referred to as the North American asset-backed securitization program) terms were amended to:

(i) add a foreign entity to the program, (ii) increase the maximum amount of net cash proceeds available at any one time from $ 390 million to $ 600 million and (iii) extend the expiration date of the program to November 25, 2024.

The facility limit was increased to $ 700 million for the month of August 2023.

As of August 31, 2023, the Company had no available liquidity under its global asset-backed securitization program.

Certain entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis.

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

In addition, the 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 continues servicing the receivables sold and in exchange receives an immaterial servicing fee under the global asset-backed securitization programs.

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 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 August 31, 2024.

Foreign asset-backed securitization program - The Company terminated the foreign asset-backed securitization program on June 28, 2021.

In connection with the termination, the Company paid approximately $ 167 million in cash, which consisted of:

(i) $ 68 million for the remittance of collections received prior to June 28, 2021, in the Company’s role as servicer of sold receivables and (ii) a repurchase of $ 99 million of all previously sold receivables, at fair value, that remained outstanding as of June 28, 2021.

As of August 31, 2021, the Company had substantially collected the repurchased receivables from customers.

Global and foreign asset-backed securitization programs- The Company continues servicing the receivables sold and in exchange receives a servicing fee under the global asset-backed securitization programs.

Servicing fees related to each of the asset-backed securitization programs recognized during the fiscal years ended August 31, 2023, 2022 and 2021 were not material.

The global asset-backed securitization program expires on November 25, 2024.

Effective February 20, 2024, the terms of the global asset-backed securitization program were amended to increase the maximum amount of net cash proceeds available at any one time from $ 600 million to $ 700 million.

As of August 31, 2024, the Company had no available liquidity under its global asset-backed securitization program.

Transfers of the receivables under the asset-backed securitization programs are accounted for as sales and, accordingly, net receivables sold under the asset-backed securitization programs are excluded from accounts receivable on the Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Consolidated Statements of Cash Flows.

1 unchanged sentence

Fiscal Year Ended August 31,

2024 2023 2022

Trade accounts receivable sold $ 4,000 $ 4,101 $ 3,932

Cash proceeds received (1)

Proceeds due from bank

$ 3,953 $ 4,061 $ 3,919

Pre-tax losses on sale of receivables (2)

$ 47 $ 40 $ 13

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

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

(3) Includes trade accounts receivable sold and cash proceeds received under the foreign asset-backed securitization program through June 28, 2021, except for $ 99 million of previously sold receivables that were repurchased.

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 August 31, 2024, 2023, and 2022, the Company was in compliance with all covenants under the global asset-backed securitization program.

As of August 31, 2021, the Company was in compliance with all covenants under the global and foreign asset-backed securitization programs.

Accrued Expenses

Accrued expenses consist of the following (in millions):

August 31, 2023 (1)

August 31, 2022

August 31, 2024 August 31, 2023 (1)

Inventory deposits $ 1,582 $ 1,839

21 unchanged sentences

Beginning PBO $ 461 $ 432

Service cost 21 18

Interest cost 12 12

Actuarial gain

Actuarial loss (gain)

Settlements paid from plan assets (1)

( 43 ) ( 27 )

Total benefits paid ( 10 ) ( 16 )

Plan participants’ contributions 13 22

Plan amendments 11 —

Effect of conversion to U.S.

dollars 16 43

Ending PBO $ 513 $ 461

Change in plan assets

2 unchanged sentences

Settlements paid from plan assets (1)

( 43 ) ( 27 )

Employer contributions 17 18

2 unchanged sentences

Effect of conversion to U.S.

dollars 20 45

Ending fair value of plan assets $ 524 $ 486

5 unchanged sentences

Actuarial gain, before tax

$ ( 54 ) $ ( 71 )

Prior service cost, before tax

(1) The settlements recognized during fiscal years 2024 and 2023 relate primarily to the Switzerland plan.

(2) The Company anticipates amortizing $ 10 million and $ 4 million, before tax, of net actuarial gain and prior service costs balances, respectively, to net periodic cost in fiscal year 2024.

(2) The Company anticipates amortizing $ 2 million and $ 5 million, before tax, of net actuarial gain and prior service cost balances, respectively, to net periodic cost in fiscal year 2025.

Accumulated Benefit Obligation

The following table summarizes the total accumulated benefit obligations (“ABO”), the ABO and fair value of plan assets for defined benefit pension plans with ABO in excess of plan assets, and the PBO and fair value of plan assets for defined benefit pension plans with PBO in excess of plan assets for fiscal years 2024 and 2023 (in millions):

August 31, 2023

August 31, 2022

August 31, 2024 August 31, 2023

ABO $ 495 $ 441

Plans with ABO in excess of plan assets

ABO $ 41 $ 41

Fair value of plan assets $ 14 $ 15

Plans with PBO in excess of plan assets

PBO $ 50 $ 52

Fair value of plan assets $ 14 $ 15

2 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Service cost (1)

$ 21 $ 18 $ 25

Interest cost (2)

Expected long-term return on plan assets (2)

( 17 ) ( 17 ) ( 17 )

Recognized actuarial gain (2)

( 7 ) ( 7 ) ( 6 )

Amortization of actuarial gains (2)(3)

( 3 ) ( 7 ) ( 8 )

Net settlement loss (2)

8 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Net periodic benefit cost:

Expected long-term return on plan assets (1)

3.7 % 3.6 % 3.0 %

Rate of compensation increase 1.9 % 2.1 % 2.2 %

3 unchanged sentences

Discount rate (2)

2.1 % 2.8 % 2.6 %

(1) The expected return on plan assets assumption used in calculating net periodic benefit cost is based on historical return experience and estimates of future long-term performance with consideration to the expected investment mix of the plan.

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

August 31, 2023

August 31, 2022

August 31, 2024 August 31, 2023

Hierarchy Fair Value Asset

Allocation Fair Value Asset

Asset Category

Cash and cash equivalents (1)

Level 1 $ 12 2 % $ 17 3 %

Equity Securities:

Global equity securities (2)(3)

Level 2 235 45 % 213 44 %

Debt Securities:

Corporate bonds (3)

Level 2 223 43 % 216 45 %

Government bonds (3)

Level 2 43 8 % 30 6 %

Other Investments:

Insurance contracts (4)

Level 3 11 2 % 10 2 %

Fair value of plan assets

$ 524 100 % $ 486 100 %

(1) Carrying value approximates fair value.

8 unchanged sentences

The estimated future benefit payments, which reflect expected future service, are as follows (in millions):

Fiscal Year Ended August 31,

Fiscal Year Ended August 31, Amount

2030 through 2034

8 unchanged sentences

The primary market risks managed by the Company through the use of derivative instruments are foreign currency risk and interest rate risk.

All derivative instruments are recorded gross on the Consolidated Balance Sheets at their respective fair values.

Changes in fair value of derivative instruments are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.

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 $ 491 million and $ 1.4 billion as of August 31, 2023 and 2022, respectively.

The Company enters into forward foreign exchange contracts to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses.

Cash Flow Hedges

The Company enters into forward foreign exchange contracts to effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations.

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 effective portion of the gain or loss on cash flow hedges is initially reported as a component of AOCI, net of tax, and is subsequently reclassified into the line item within the Consolidated Statements of Operations in which the hedged items are recorded, in the same period in which the hedged item affects earnings.

The gains and losses recognized in earnings due to hedge ineffectiveness and the amount excluded from effectiveness testing 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 aggregate notional amount of these outstanding contracts as of August 31, 2024, and 2023, was $ 353 million and $ 491 million, respectively.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between September 1, 2024, and August 31, 2025.

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 August 31, 2023 and 2022, was $ 4.0 billion and $ 3.4 billion, respectively.

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

In addition, the Company has entered into forward foreign currency exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges.

The maturity dates and aggregate notional amount outstanding of net investment hedges are as follows (in millions):

Maturity date

August 31, 2023

August 31, 2022

Net Investment Hedges

In addition, the Company has entered into forward foreign exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges.

The effective portion of the gain or loss is included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation.

The gains and losses recognized in earnings due to hedge ineffectiveness and the amounts excluded from effectiveness testing are included in interest expense, net.

The maturity dates and aggregate notional amount of these outstanding contracts are as follows (in millions):

Maturity date August 31, 2024 August 31, 2023

September 2023 $ — $ 34

The gains and losses on net investment hedges are included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation.

The amounts excluded from effectiveness testing were not material for all periods presented and are recognized in interest expense, net.

Refer to Note 17 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

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

Derivatives Not Designated as Hedging Instruments Under ASC 815

Location of (Loss) Gain on Derivatives Recognized in Net Income

Amount of (Loss) Gain Recognized in Net Income on Derivatives

October 2023 — 96

January 2024 — 96

April 2024 — 68

July 2024 — 102

October 2024 140 —

January 2025 106 —

July 2025 55 —

January 2026 106 —

Total $ 407 $ 396

Non-Designated Derivatives

In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward foreign exchange 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 gains and losses from changes in fair values are recognized immediately in current earnings.

The aggregate notional amount of these outstanding contracts as of August 31, 2024, and 2023, was $ 2.6 billion and $ 4.0 billion, respectively.

The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations

The following table sets forth the gains and losses of the Company's derivative instruments designated as cash flow hedges and net investment hedges in OCI, and not designated as hedging instruments in the Consolidated Statements of Operations for the periods presented (in millions):

Fiscal Year Ended August 31,

Forward foreign exchange contracts (1)

Cost of revenue

(1) For the fiscal years ended August 31, 2023 and 2022, the Company recognized $ 58 million and $ 87 million, respectively, of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.

For the fiscal year ended August 31, 2021, the Company recognized $ 105 million of foreign currency losses in cost of revenue, which are offset by gains from the forward foreign contracts.

Financial Statement Line Item 2024 2023 2022

Derivative instruments designated as cash flow hedges:

(Losses) gains recognized in OCI (1)

$ ( 21 ) $ ( 25 ) $ 1

Losses (gains) reclassified from AOCI into earnings (1)(2)

Forward foreign exchange contracts Cost of revenue $ 22 $ 44 $ 30

Interest rate contracts Interest expense, net $ ( 3 ) $ ( 2 ) $ 2

Derivative instruments designated as net investment hedges:

Losses recognized in OCI (1)

$ ( 16 ) $ ( 4 ) $ —

Gains reclassified from AOCI into earnings (1)

Gain from the divestiture of businesses $ ( 4 ) $ — $ —

Derivative instruments not designated as hedging instruments:

Gains (losses) recognized in earnings from forward foreign exchange contracts Cost of revenue $ 16 $ ( 111 ) $ ( 71 )

(Losses) gains recognized in earnings from changes in foreign currency Cost of revenue $ ( 52 ) $ 58 $ 87

(1) Amounts are net of tax, which are immaterial for the fiscal years ended August 31, 2024, 2023, and 2022.

(2) The Company expects to reclassify $ 8 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

The gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material for all periods presented.

Refer to Note 18 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

Interest Rate Risk Management

10 unchanged sentences

The change in fair value of the 2020 Extended Interest Rate Swaps and Offsetting Interest Rate Swaps was recorded in the Consolidated Statements of Operations through the maturity date of February 15, 2022, as an adjustment to interest expense, net.

Accumulated Other Comprehensive Income

The following table sets forth the changes in AOCI, net of tax, by component during the fiscal year ended August 31, 2024 (in millions):

Foreign Currency

Translation Adjustment Net Investment Hedges Derivative

Instruments Actuarial Gain (Loss) Prior Service (Cost) Credit Total

Balance as of August 31, 2023

$ ( 59 ) $ ( 4 ) $ 14 $ 46 $ ( 14 ) $ ( 17 )

Other comprehensive income (loss) before reclassifications 17 ( 16 )

( 21 ) ( 9 ) ( 9 ) ( 38 )

Amounts reclassified from AOCI ( 2 ) ( 4 )

Other comprehensive income (loss) (1)

15 ( 20 ) ( 2 ) ( 17 ) ( 5 ) ( 29 )

Balance as of August 31, 2024

$ ( 44 ) $ ( 24 ) $ 12 $ 29 $ ( 19 ) $ ( 46 )

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

Fiscal Year Ended August 31, (1)

Comprehensive Income Components Financial Statement Line Item 2024 2023 2022

Realized gains on foreign currency translation Gain from the divestiture of businesses $ ( 2 ) $ — $ —

Realized (gains) losses on pension and postretirement plans:

Actuarial gains

( 8 ) ( 14 ) ( 14 )

Prior service costs

(1) Amounts are net of tax, which are immaterial for the fiscal years ended August 31, 2024, 2023 and 2022.

(2) Amounts are included in the computation of net periodic benefit cost.

Refer to Note 10 – “Postretirement and Other Employee Benefits” for additional information.

Refer to Note 11 – “Derivative Financial Instruments and Hedging Activities” for the location of gains and losses on the Company’s derivative instruments that were reclassified from AOCI into the Consolidated Statements of Operations.

Stockholders’ Equity

1 unchanged sentence

Fiscal Year Ended August 31,

2024 2023 2022

Restricted stock units (1)

$ 70 $ 81 $ 67

Employee stock purchase plan 19 14 14

Total $ 89 $ 95 $ 81

(1) During the fiscal year ended August 31, 2024, the Company recorded a $ 13 million reversal to stock-based compensation expense primarily due to forfeitures of time-based, performance-based and market-based restricted stock awards.

Equity Compensation Plan

5 unchanged sentences

Restricted stock units granted, net of forfeitures (1)

( 1,510,561 )

Balance as of August 31, 2024

8 unchanged sentences

The following table summarizes restricted stock units activity from August 31, 2023 through August 31, 2024:

Weighted-Average

Shares Weighted-Average

Outstanding as of August 31, 2023

3,908,753 $ 58.70

Changes during the period

Shares granted (1)

Shares vested

809,015 $ 144.79

Shares vested ( 1,802,380 ) $ 46.99

Shares forfeited ( 383,614 ) $ 97.60

Outstanding as of August 31, 2024

2,531,774 $ 91.51

(1) For those shares granted that are based on the achievement of certain performance criteria, the amount represents the maximum number of shares that can vest.

2 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Fair value of restricted stock units vested $ 85 $ 93 $ 72

1 unchanged sentence

Unrecognized stock-based compensation expense — restricted stock units $ 47

Remaining weighted-average period for restricted stock units expense

Remaining weighted-average period for restricted stock units expense 1.4 years

(1) Classified as income tax expense within the Consolidated Statements of Operations.

8 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

Expected dividend yield 0.1 % 0.3 % 0.3 %

1 unchanged sentence

Expected volatility (1)

Expected life

34.1 % 37.4 % 29.6 %

Expected life 0.5 years 0.5 years 0.5 years

(1) The expected volatility was estimated using the historical volatility derived from the Company’s common stock.

The following table sets forth certain information relating to the Company’s cash dividends declared to common stockholders during fiscal years 2024 and 2023:

(in millions, except for per share data)

Declaration Date

Total of Cash

Date of Record for

Dividend Payment

Dividend Cash

(in millions, except for per share data) Dividend

Declaration Date Dividend

per Share Total of Cash

Declared Date of Record for

Dividend Payment Dividend Cash

Fiscal Year 2024

October 20, 2022

November 15, 2022

December 2, 2022

January 26, 2023

February 15, 2023

March 2, 2023

April 20, 2023

July 20, 2023

August 15, 2023

September 5, 2023

October 19, 2023 $ 0.08 $ 11 November 15, 2023 December 4, 2023

January 25, 2024 $ 0.08 $ 10 February 15, 2024 March 4, 2024

April 17, 2024 $ 0.08 $ 9 May 15, 2024 June 4, 2024

July 18, 2024 $ 0.08 $ 10 August 15, 2024 September 4, 2024

Fiscal Year 2023

October 21, 2021

November 15, 2021

December 1, 2021

January 20, 2022

February 15, 2022

March 2, 2022

April 21, 2022

July 21, 2022

August 15, 2022

September 2, 2022

October 20, 2022 $ 0.08 $ 12 November 15, 2022 December 2, 2022

January 26, 2023 $ 0.08 $ 10 February 15, 2023 March 2, 2023

April 20, 2023 $ 0.08 $ 11 May 15, 2023 June 2, 2023

July 20, 2023 $ 0.08 $ 11 August 15, 2023 September 5, 2023

Common Stock Outstanding

1 unchanged sentence

Fiscal Year Ended August 31,

2024 2023 2022

Common stock outstanding:

Beginning balances

Shares issued upon exercise of stock options

131,294,422 135,493,980 144,496,077

Shares issued under employee stock purchase plan

Vesting of restricted stock

Purchases of treasury stock under employee stock plans

Treasury shares purchased (1)(2)

628,960 1,043,294 970,480

Vesting of restricted stock

1,802,380 2,014,802 2,503,143

Purchases of treasury stock under employee stock plans

( 537,318 ) ( 571,606 ) ( 713,667 )

Treasury shares purchased ( 19,444,277 ) ( 6,686,048 ) ( 11,762,053 )

Ending balances

(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, 2023, 16.5 million shares had been repurchased for $ 1.0 billion and no authorization remained under the 2022 Share Repurchase Program.

(2) In September 2022, the Board of Directors approved an authorization for the repurchase of up to $ 1.0 billion of the Company’s common stock (the “2023 Share Repurchase Program”).

As of August 31, 2023, 2.7 million shares had been repurchased for $ 224 million, excluding excise tax, and $ 776 million remains available under the 2023 Share Repurchase Program.

113,744,167 131,294,422 135,493,980

Treasury Shares Purchased

The Company repurchases shares of its common stock under share repurchase programs authorized by the Company’s Board of Directors.

The following Board approved share repurchase programs were executed through a combination of open market transactions and accelerated share repurchase (“ASR”) agreements (in millions):

Board Approval Date Amount Authorized Shares Repurchased Total Cash Utilized Remaining Authorization Authorization Completion Date

2022 Share Repurchase Program Q4 FY 2021 $ 1,000 16.5 $ 1,000 $ — Q2 FY 2023

2023 Share Repurchase Program Q1 FY 2023 $ 1,000 2.7 $ 224 (1)

Amended 2023 Share Repurchase Program Q1 FY 2024 $ 2,500 20.4 $ 2,500 $ — Q1 FY 2025

2025 Share Repurchase Program (2)

Q1 FY 2025 $ 1,000 0.7 $ 84 $ 916

(1) In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $ 2.5 billion of the Company’s common stock.

(2) As of October 21, 2024, 0.7 million shares had been repurchased for $ 84 million and $ 916 million remains available under the 2025 Share Repurchase Program.

Under ASR agreements, the Company makes payments to the participating financial institutions and receives an initial delivery of shares of common stock.

The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreements.

At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):

Agreement Execution Date Agreement Settlement Date Agreement Amount Initial Shares Delivered Additional Shares Delivered Total Shares Delivered Average Price Paid Per Share

Q1 FY 2024 Q1 FY 2024 $ 500 3.3 0.6 3.9 $ 128.61

Q4 FY 2024 Q1 FY 2025 $ 555 4.2 1.0 5.2 $ 107.08

In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):

Fiscal Year Ended August 31,

2024 2023 2022

Shares Cost Shares Cost Shares Cost

Open market share repurchases 11.3 $ 1,445 6.7 $ 487 11.8 $ 696

Concentration of Risk and Segment Data

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As the Company is a provider of manufacturing services and solutions and products are built based on customer specifications, it is impracticable to provide revenues from external customers for each product and service.

Sales to the following customers that accounted for 10% or more of the Company’s net revenues, expressed as a percentage of consolidated net revenue, and the percentage of accounts receivable for the customers, were as follows:

Sales to the following customer accounted for 10% or more of the Company’s net revenues, expressed as a percentage of consolidated net revenue:

Percentage of Net Revenue

Fiscal Year Ended August 31,

Percentage of Accounts Receivable

as of August 31,

* Amount was less than 10% of total.

2024 2023 2022

11 % 17 % 19 %

(1) Sales to this customer were reported in the DMS operating segment.

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The segments are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital, and risk profiles.

The EMS segment is focused around leveraging IT, supply chain design and engineering, technologies largely centered on core electronics, utilizing the Company’s large scale manufacturing infrastructure and the ability to serve a broad range of end markets.

The EMS segment is focused on leveraging IT, supply chain design and engineering, technologies largely centered on core electronics, utilizing the Company’s large scale manufacturing infrastructure and the ability to serve a broad range of end markets.

The EMS segment is a high-volume business that produces product at a quicker rate (i.e.

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The DMS segment is focused on providing engineering solutions, with an emphasis on material sciences, technologies and healthcare.

The DMS segment includes customers primarily in the automotive and transportation, connected devices, healthcare and packaging, and mobility industries.

The DMS segment includes customers primarily in the automotive and transportation, connected devices, and healthcare and packaging industries.

The DMS segment included the results of the Mobility Business prior to the closing of its sale on December 29, 2023.

Beginning September 1, 2024, the Company reorganized its internal structure to focus on speed, precision, and solutions and as a result of the organizational realignment, the Company will report its business in the following three segments:

Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce.

The 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.

The 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.

The 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.

Net revenue for the operating segments is attributed to the segment in which the service is performed.

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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.

Segment income does not include amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, acquisition and integration charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, goodwill impairment charges, business interruption and impairment charges, net, loss on debt extinguishment, (gain) loss on securities, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations, other expense (excluding certain components of net periodic benefit cost), interest expense, net, income tax expense or adjustment for net income (loss) attributable to noncontrolling interests.

Segment income does not include amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, goodwill impairment charges, business interruption and impairment charges, net, gain from the divestiture of businesses, acquisition and divestiture related charges, loss on debt extinguishment, (gain) loss on securities, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations, other expense (excluding certain components of net periodic benefit cost), interest expense, net, income tax expense, or adjustment for net income (loss) attributable to noncontrolling interests.

Total segment assets are defined as accounts receivable, contract assets, inventories, net, customer-related property, plant and equipment, intangible assets net of accumulated amortization, and goodwill.

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Fiscal Year Ended August 31,

2024 2023 2022

EMS DMS Total EMS DMS Total EMS DMS Total

Timing of transfer

Point in time $ 4,502 $ 3,908 $ 8,410 $ 5,094 $ 6,453 $ 11,547 $ 6,112 $ 6,818 $ 12,930

Over time 9,303 11,170 20,473 11,655 11,500 23,155 10,625 9,923 20,548

Total $ 13,805 $ 15,078 $ 28,883 $ 16,749 $ 17,953 $ 34,702 $ 16,737 $ 16,741 $ 33,478

The following tables set forth operating segment information (in millions):

Fiscal Year Ended August 31,

2024 2023 2022

Segment income and reconciliation of income before income tax

EMS $ 719 $ 837 $ 727

DMS 869 896 816

Total segment income $ 1,588 $ 1,733 $ 1,543

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Restructuring, severance and related charges (1)

( 296 ) ( 57 ) ( 18 )

Business interruption and impairment charges, net (2)

Acquisition and integration charges

Gain from the divestiture of businesses (3)

Acquisition and divestiture related charges (3)

Loss on debt extinguishment — — ( 4 )

Gain on securities

Other expense (net of periodic benefit cost) ( 95 ) ( 80 ) ( 29 )

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Income before income tax $ 1,751 $ 1,262 $ 1,231

August 31, 2023

August 31, 2022

(1) Charges recorded during the fiscal year ended August 31, 2024, related to the 2024 Restructuring Plan.

Charges recorded during the fiscal year ended August 31, 2023, related to headcount reduction to further optimize the Company’s business activities.

(2) Charges recorded during the fiscal year August 31, 2024, related to costs associated with product quality liabilities, which is classified as a component of cost of revenue and selling, general and administrative expenses in the Consolidated Statements of Operations.

(3) The Company completed the divestiture of its Mobility Business and recorded a pre-tax gain of $ 942 million, subject to certain post-closing adjustments that are still being finalized.

The Company incurred $ 70 million of acquisition and

divestiture related charges during the fiscal year ended August 31, 2024, primarily related to the divestiture of its Mobility Business.

August 31, 2024 August 31, 2023

Total assets:

EMS $ 4,384 $ 4,859

DMS 6,387 6,802

Assets held for sale (1)

Other non-allocated assets 6,580 5,834

(1) Assets held for sale were reported in the DMS operating segment.

Total $ 17,351 $ 19,424

(1) Assets held for sale as of August 31, 2023 were reported in the DMS operating segment.

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 tables set forth external net revenue, net of intercompany eliminations, and long-lived asset information where individual countries represent a material portion of the total (in millions):

Fiscal Year Ended August 31,

External net revenue:

Foreign source revenue

August 31, 2023

August 31, 2022

Long-lived assets:

Long-lived assets related to foreign operations

(1) Excludes long-lived assets of $ 841 million classified as held for sale.

For geographical reporting, sales to unaffiliated customers are attributed to the Company location that maintains the customer relationship and transacts the external sale.

Long-lived assets consist of property, plant and equipment, net and right-of-use assets and are attributed to the Company location in which they are located.

The following tables set forth net revenue and long-lived asset information where individual countries accounted for 10% or more of the total, for the periods indicated (in millions):

At and For the Fiscal Year Ended August 31,

2024 2023 2022

Net Revenue Long-Lived Assets Net Revenue Long-Lived Assets Net Revenue Long-Lived Assets

$ 5,872 $ 647 $ 6,083 $ 670 $ 5,630 $ 594

4,810 736 5,868 865 5,272 1,956

Singapore (2)

4,486 * 7,385 * 7,916 *

Malaysia * 352 * * * *

8,668 1,074 10,431 1,338 9,271 1,272

Total Foreign 23,836 2,809 29,767 2,873 28,089 3,822

5,047 575 4,935 631 5,389 632

Total $ 28,883 $ 3,384 $ 34,702 $ 3,504 $ 33,478 $ 4,454

* Amount was less than 10% of total.

(1) Excludes long-lived assets of $ 836 million classified as held for sale as of August 31, 2023.

See Note 17 – “Business Acquisitions and Divestitures” for additional information.

(2) Decrease in net revenue for the fiscal year ended August 31, 2024, is driven by the divestiture of the Mobility Business.

See Note 17 – “Business Acquisitions and Divestitures” for additional information.

Restructuring, Severance and Related Charges

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Employee severance and benefit costs $ 177 $ 48 $ 18

Lease costs 2 — —

Asset write-off costs 79 5 —

Other costs 38 4 —

Total restructuring, severance and related charges (3)

$ 296 $ 57 $ 18

(1) Primarily relates to the 2024 Restructuring Plan.

(2) Primarily relates to headcount reduction to further optimize the Company's business activities.

(2) The 2020 Restructuring Plan, totaling $ 86 million in restructuring and other related costs, was complete as of August 31, 2021.

(3) Includes $ 76 million, $ 10 million and $ 1 million recorded in the EMS segment, $ 152 million, $ 35 million and $ 10 million recorded in the DMS segment and $ 68 million, $ 12 million and $ 7 million of non-allocated charges for the fiscal years ended August 31, 2024, 2023 and 2022, respectively.

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2024 Restructuring Plan

On September 26, 2023, the Company’s Board of Directors approved a restructuring plan to (i) realign the Company’s cost base for stranded costs associated with the Company’s sale and realignment of its mobility business and (ii) optimize the Company’s

global footprint.

On September 26, 2023, the Company’s Board of Directors approved a restructuring plan to (i) realign the Company’s cost base for stranded costs associated with the Company’s sale and realignment of its Mobility Business and (ii) optimize the Company’s global footprint.

This action includes headcount reductions across our Selling, General and Administrative (“SG&A”) cost base and capacity realignment (the “2024 Restructuring Plan”).

The 2024 Restructuring Plan, totaling approximately $ 300 million in pre-tax restructuring and other related costs, is substantially complete as of August 31, 2024.

The table below summarizes the Company’s liability activity, primarily associated with the 2024 Restructuring Plan (in millions):

and Benefit Costs Lease Costs Asset Write-off Costs Other Related Costs Total

Balance as of August 31, 2023

$ — $ — $ — $ — $ —

Restructuring related charges 177 2 79 38 296

Asset write-off charge and other non-cash activity 4 — ( 79 ) ( 16 ) ( 91 )

Cash payments ( 115 ) ( 1 ) — ( 17 ) ( 133 )

Balance as of August 31, 2024

$ 66 $ 1 $ — $ 5 $ 72

2025 Restructuring Plan

On September 24, 2024, the Company’s 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”).

The 2025 Restructuring Plan reflects the Company’s intention only and restructuring decisions, and the timing of such decisions, at certain locations are still subject to consultation with the Company’s employees and their representatives.

The Company currently expects to recognize approximately $ 300 million in pre-tax restructuring and other related costs over the course of the Company’s 2024 fiscal year.

The Company currently expects to recognize approximately $ 150 million to $ 200 million in pre-tax restructuring and other related costs over the course of the Company’s 2025 fiscal year.

The charges relating to the 2025 Restructuring Plan are currently expected to result in net cash expenditures of approximately $ 100 million to $ 130 million that will be payable over the course of the Company’s fiscal years 2025 and 2026.

The exact timing of these charges and cash outflows, as well as the estimated cost ranges by category type, have not been finalized.

This information will be subject to the finalization of timetables for the transition of functions, consultation with employees and their representatives as well as the statutory severance requirements of the jurisdictions impacted, and the amount and timing of the actual charges may vary due to a variety of factors.

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Fiscal Year Ended August 31,

2024 2023 2022

Domestic $ ( 366 ) $ ( 315 ) $ ( 116 )

Foreign 2,117 1,577 1,347

Total $ 1,751 $ 1,262 $ 1,231

Income tax expense (benefit) is summarized below (in millions):

Fiscal Year Ended August 31,

2024 2023 2022

Domestic - federal $ — $ 1 $ 7

Domestic - state 5 2 2

Foreign 442 350 239

Total current 447 353 248

6 unchanged sentences

Fiscal Year Ended August 31,

2024 2023 2022

federal statutory income tax rate 21.0 % 21.0 % 21.0 %

1 unchanged sentence

Impact of foreign tax rates (1)

0.1 ( 1.8 ) ( 4.0 )

Permanent differences 0.5 ( 0.5 ) 1.2

Income tax credits (1)

( 0.7 ) ( 0.5 ) ( 0.5 )

Valuation allowance (2)

3.5 1.1 ( 3.3 )

Equity compensation ( 0.4 ) 0.5 ( 0.5 )

2 unchanged sentences

Change in indefinite reinvestment assertion (3)

Divestiture of the Mobility Business ( 5.9 ) — —

Other, net 1.3 0.3 ( 0.2 )

Effective income tax rate 20.7 % 35.2 % 19.1 %

(1) The Company has been granted tax incentives for various subsidiaries in China, Malaysia, Singapore, Vietnam and Israel, which primarily expire at various dates through fiscal year 2031 and are subject to certain conditions with which

the Company expects to comply.

(1) The Company has been granted tax incentives for various subsidiaries in China, Malaysia, Singapore, Vietnam, Brazil, and Israel, which primarily expire at various dates through fiscal year 2030 and are subject to certain conditions with which the Company expects to comply.

These tax incentives resulted in a tax benefit of approximately $ 54 million ($ 0.44 per basic weighted average shares outstanding), $ 74 million ($ 0.56 per basic weighted average shares outstanding) and $ 80 million ($ 0.57 per basic weighted average shares outstanding) during the fiscal years ended August 31, 2024, 2023, and 2022, respectively.

(2) For the fiscal year ended August 31, 2024, the valuation allowance change was primarily due to the change in deferred tax assets for sites with existing valuation allowances and an income tax expense of $ 27 million for an increase in the U.S.

valuation allowance on deferred tax assets previously recognized.

This impact was partially offset by a $ 20 million decrease in deferred tax assets with a corresponding valuation allowance due to a non-U.S.

unrecognized tax benefit.

For the fiscal year ended August 2022, the valuation allowance change was primarily due to an income tax benefit of $ 26 million for the reversal of a portion of the U.S.

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

August 31, 2023 (1)

August 31, 2022

August 31, 2024 August 31, 2023 (1)

Deferred tax assets:

Net operating loss carryforwards $ 183 $ 196

Receivables 5 4

Inventories 18 16

Compensated absences 14 16

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Total deferred tax liabilities $ 221 $ 326

Net deferred tax (liabilities) assets

Net deferred tax liabilities $ ( 47 ) $ ( 109 )

(1) Excludes $ 96 million classified as held for sale.

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Based on the Company’s historical operating income, projection of future taxable income, scheduled reversal of taxable temporary differences, and tax planning strategies, management believes it is more likely than not that the Company will realize the benefit of its deferred tax assets, net of valuation allowances recorded.

The Company’s assessment that led to the $ 27 million change in the U.S.

valuation allowance on deferred tax assets previously recognized considered all available positive and negative evidence including, among other evidence, the impact of historical operating results and the impact of projected future taxable income upon application of the incremental cash tax savings approach for Global Intangible Low-Taxed Income.

As of August 31, 2024, the Company intends to indefinitely reinvest the remaining earnings from its foreign subsidiaries for which a deferred tax liability has not already been recorded.

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The amount and expiration dates of income tax net operating loss carryforwards, tax credit carryforwards, and tax capital loss carryforwards, which are available to reduce future taxes, if any, as of August 31, 2024, are as follows (in millions):

Last Fiscal Year of Expiration

Last Fiscal Year of Expiration Amount

Income tax net operating loss carryforwards:

Domestic - federal

2038 or indefinite

Domestic - state

2042 or indefinite

2038 or indefinite

Domestic - state 2044 or indefinite $ 56

Foreign 2039 or indefinite $ 592

Tax credit carryforwards:

Domestic - federal 2044 $ 41

Domestic - state

2027 or indefinite

Domestic - state 2038 or indefinite $ 4

Tax capital loss carryforwards:

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Fiscal Year Ended August 31,

2024 2023 2022

Beginning balance $ 257 $ 253 $ 241

2 unchanged sentences

Additions for tax positions related to current year (1)

Cash settlements

Divestiture of businesses ( 49 ) — —

Reductions from lapses in statutes of limitations ( 2 ) ( 8 ) ( 3 )

Reductions from non-cash settlements with taxing authorities

Settlements (2)

( 58 ) ( 5 ) ( 12 )

Foreign exchange rate adjustment — — ( 10 )

1 unchanged sentence

Unrecognized tax benefits that would affect the effective tax rate (if recognized)

$ 94 $ 150 $ 150

(1) The additions for the fiscal years ended August 31, 2024, 2023 and 2022 are primarily related to taxation of certain intercompany transactions.

(2) Settlements for the fiscal year ended August 31, 2024, primarily relates to the settlement of a U.S.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

The Company’s accrued interest and penalties were approximately $ 17 million and $ 31 million as of August 31, 2024, and 2023, respectively.

The Company recognized interest and penalties of approximately $ 3 million, $ 0 million and $ 7 million during the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

It is reasonably possible that the August 31, 2023 unrecognized tax benefits could decrease during the next 12 months by $ 150 million, primarily related to taxing authority agreements associated with intercompany transactions.

The Company recognized a benefit from the net release of interest and penalties of $ 14 million during the fiscal year ended August 31, 2024.

The Company recognized interest and penalties of approximately $ 3 million and $ 0 million during the fiscal years ended August 31, 2023, and 2022, respectively.

It is reasonably possible that the August 31, 2024, unrecognized tax benefits could decrease during the next 12 months by $ 50 million, primarily related to lapses in statutes of limitations associated with intercompany transactions.

The Company is no longer subject to U.S.

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Business Acquisitions and Divestitures

On November 1, 2023, the Company completed the acquisition of ProcureAbility Inc.

(“ProcureAbility”) for approximately $ 60 million in cash.

ProcureAbility is a procurement services provider specializing in technology-enabled advisory, managed services, digital, staffing, and recruiting solutions.

The acquisition of ProcureAbility was accounted for as a business combination using the acquisition method of accounting.

Assets acquired of $ 87 million, including $ 40 million in intangible assets and $ 38 million in goodwill, and liabilities assumed of $ 26 million were recorded at their estimated fair values as of the acquisition date.

The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed and tax adjustments.

The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the DMS segment.

The majority of the goodwill is currently not expected to be deductible for income tax purposes.

The results of operations were included in the Company’s condensed consolidated financial results beginning on November 1, 2023.

Pro forma information has not been provided as the acquisition of ProcureAbility is not deemed to be significant.

On October 1, 2024, the Company completed the acquisition of Mikros Technologies LLC for consideration transferred of $ 62 million.

Mikros Technologies LLC is a leader in the engineering and manufacturing of liquid cooling solutions for thermal management.

The final purchase price is subject to adjustment based on conditions within the purchase agreement.

The Company announced on September 26, 2023, that, through its indirect subsidiary, Jabil Circuit (Singapore) Pte.

Ltd., a Singapore private limited company (“Singapore Seller”), it has agreed to sell to BYD Electronic (International) Co.

Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), its product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi (the “Business”) for cash consideration of approximately $ 2.2 billion, subject to certain customary purchase price adjustments.

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.

(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 the Company’s 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.

As of August 31, 2023, the assets and liabilities of the Business were classified as held for sale and the carrying value is less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group is necessary.

The planned divestiture did not meet the criteria to be reported as discontinued operations and the Company will continue to report the operating results for the Business in the Company’s Consolidated Statement of Operations in the DMS segment until the transaction is closed.

Following is a summary of the carrying amounts of the major classes of assets and liabilities that were classified as held for sale (in millions):

Ltd., a Singapore private limited company (“Singapore Seller”), it agreed to sell the Mobility Business to an affiliate of BYDE for cash consideration of approximately $ 2.2 billion, subject to certain customary purchase price adjustments.

As of August 31, 2023, the Company determined the Mobility Business met the criteria to be classified as held for sale.

Accordingly, the Company presented the assets and liabilities of the Mobility Business as held for sale in the Condensed Consolidated Balance Sheets as of August 31, 2023.

Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary.

Depreciation and amortization expense for long-lived assets was not recorded for the period in which these assets were classified as held for sale.

The divestiture did not meet the criteria to be reported as discontinued operations, and the Company continued to report the operating results for the Mobility Business in the Company’s Condensed Consolidated Statement of Operations in the DMS segment until the Closing Date (defined below).

Following is a summary of the carrying amounts of the major classes of assets and liabilities that were classified as held for sale as of August 31, 2023 (in millions):

August 31, 2023

4 unchanged sentences

Property, plant and equipment, net of accumulated depreciation 724

Operating lease right-of-use asset

Operating lease right-of-use assets 112

Deferred income taxes 96

3 unchanged sentences

Non-current operating lease liabilities 83

On December 29, 2023 (the “Closing Date”), the Company completed the sale of the Mobility Business.

As a result of the transaction, the Company derecognized net assets of approximately $ 1.2 billion, and recorded a pre-tax gain of $ 942 million, subject to certain post-closing adjustments that are still being finalized.

In addition, the Company agreed to indemnify BYDE from certain liabilities that may arise post-close that relate to periods prior to the Closing Date.

The Company incurred transaction and disposal costs in connection with the sale of approximately $ 67 million during the fiscal year ended August 31, 2024, which are included in continuing operations in the Company’s Consolidated Statements of Operations.

The Company performs a goodwill impairment analysis on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

In connection with the preparation of the Company’s financial statements for the quarter ended February 29, 2024, the Company completed an impairment analysis for goodwill recorded within the reporting unit impacted by the divestiture of the Mobility Business.

The quantitative assessment was used, and the Company determined that the fair value of the impacted reporting unit exceeded the carrying value and that no impairment existed immediately prior to or subsequent to divesting the Mobility Business.

The Company allocated goodwill to the disposal group based on the relative fair value of the Mobility Business as compared to the impacted reporting unit.

In the second quarter of fiscal year 2024 and in connection with the divestiture of the Mobility Business, the Company made a strategic decision that the indefinite-lived (“Green Point”) trade name valued at $ 51 million acquired during the acquisition of Green Point should no longer be classified as an indefinite-lived intangible asset.

Accordingly, prior to reclassifying the trade name to a finite-lived intangible asset, the Company completed a quantitative assessment for impairment and determined the fair value of the asset exceeded the carrying value.

The trade name was assigned a two-year estimated useful life and is being amortized on a straight-line basis as of the Closing Date.

Fair Value Measurements

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

Fair Value Hierarchy

August 31, 2023

August 31, 2022

Fair Value Hierarchy August 31, 2024 August 31, 2023

Cash and cash equivalents:

Cash equivalents

Cash equivalents Level 1 (1)

Prepaid expenses and other current assets:

Short-term investments

Short-term investments Level 1 27 25

Forward foreign exchange contracts:

3 unchanged sentences

Derivatives designated as hedging instruments (Note 11)

Other assets:

Forward interest rate swap:

Derivatives designated as hedging instruments (Note 11)

Accrued expenses:

4 unchanged sentences

Derivatives designated as hedging instruments (Note 11)

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

Other liabilities:

Net investment hedges:

Derivatives designated as hedging instruments (Note 11)

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

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

(3) Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs.

The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

Fair Value of Financial Instruments

4 unchanged sentences

The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated (in millions):

August 31, 2023

August 31, 2022

Fair Value Hierarchy

Carrying Amount

August 31, 2024 August 31, 2023

Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value

Notes payable and long-term debt:

3.950 % Senior Notes

$ 498 $ 487 $ 497 $ 468

3.600 % Senior Notes

$ 497 $ 468 $ 496 $ 448

3.000 % Senior Notes

$ 594 $ 529 $ 593 $ 502

1.700 % Senior Notes

$ 499 $ 476 $ 498 $ 452

4.250 % Senior Notes

$ 496 $ 495 $ 495 $ 478

5.450 % Senior Notes

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

$ 296 $ 306 $ 296 $ 297

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

11 unchanged sentences

October 28, 2024

/s/ K ENNETH S.

/s/ M ICHAEL D ASTOOR

Michael Dastoor

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth S.

Wilson and Michael Dastoor 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.

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Dastoor and Gregory B.

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

Chairman of the Board of Directors

1 unchanged sentence

/s/ S TEVEN A.

Lead Independent Director

October 20, 2023

/s/ T HOMAS A.

Vice Chairman of the Board of Directors

October 20, 2023

/s/ K ENNETH S.

Chief Executive Officer and Director

(Principal Executive Officer)

October 20, 2023

Lead Independent Director October 28, 2024

/s/ M ICHAEL D ASTOOR

Chief Financial Officer (Principal

Financial and Accounting Officer)

October 20, 2023

Chief Executive Officer and Director

(Principal Executive Officer) October 28, 2024

Michael Dastoor

/s/ G REGORY B.

Chief Financial Officer

(Principal Executive Officer) October 28, 2024

/s/ A NOUSHEH A NSARI

October 20, 2023

Director October 28, 2024

Anousheh Ansari

/s/ C HRISTOPHER S .

October 20, 2023

Director October 28, 2024

Christopher S.

October 20, 2023

Director October 28, 2024

/s/ J AMES W.

Director October 28, 2024

/s/ D AVID M.

October 20, 2023

Director October 28, 2024

/s/ K ATHLEEN A.

October 20, 2023

Director October 28, 2024

AND SUBSIDIARIES

1 unchanged sentence

(in millions)

Additions and

of Period Additions and

Charged to Costs

and Expenses Additions/

to Other Accounts (1)

Write-offs Balance at

End of Period

4 unchanged sentences

(1) During the fiscal year ended August 31, 2023 the reductions charged to other accounts relates to inventory reserves for excess and obsolete inventory classified as held for sale.

to Other Accounts

of Period Additions

Expenses Additions/

to Other Accounts Reductions

Expenses Balance at

End of Period

3 unchanged sentences

Fiscal year ended August 31, 2022 $ 353 $ 19 $ ( 31 ) $ ( 60 ) $ 281

See accompanying report of independent registered public accounting

See accompanying report of independent registered public accounting firm.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures