What changed in this filing

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Item 1. Financial Statements

2025-01-10 compared with 2024-07-09 · 307 added, 241 removed, 456 unchanged (55% of the section changed)

3 unchanged sentences

(in millions, except for share data)

November 30, 2024

(Unaudited) August 31, 2024

5 unchanged sentences

Prepaid expenses and other current assets 2,029 1,710

Assets held for sale — 1,929

Total current assets 13,228 12,791

Property, plant and equipment, net of accumulated depreciation of $ 4,668 as of May 31, 2024 and $ 4,512 as of August 31, 2023

Operating lease right-of-use asset 366 367

Property, plant and equipment, net of accumulated depreciation of $ 4,763 as of November 30, 2024 and $ 4,736 as of August 31, 2024

Operating lease right-of-use assets 385 360

Goodwill 670 661

Intangible assets, net of accumulated amortization 155 142

Intangible assets, net of accumulated amortization of $ 556 as of November 30, 2024 and $ 547 as of August 31, 2024

Deferred income taxes 125 96

7 unchanged sentences

Current operating lease liabilities 93 93

Liabilities held for sale — 1,397

Total current liabilities 12,434 11,782

10 unchanged sentences

Common stock, $ 0.001 par value, authorized 500,000,000 shares;

276,079,193 and 273,949,811 shares issued and 118,720,679 and 131,294,422 shares outstanding as of May 31, 2024 and August 31, 2023, respectively

277,463,763 and 276,381,151 shares issued and 111,693,059 and 113,744,167 shares outstanding as of November 30, 2024 and August 31, 2024, respectively

Additional paid-in capital 3,002 2,841

2 unchanged sentences

( 52 ) ( 46 )

Treasury stock at cost, 157,358,514 and 142,655,389 shares as of May 31, 2024 and August 31, 2023, respectively

Treasury stock at cost, 165,770,704 and 162,636,984 shares as of November 30, 2024 and August 31, 2024, respectively

( 7,208 ) ( 6,818 )

8 unchanged sentences

(in millions, except for per share data)

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Net revenue $ 6,994 $ 8,387

6 unchanged sentences

Restructuring, severance and related charges 83 127

Gain from the divestiture of businesses — — ( 944 ) —

Acquisition and divestiture related charges — 15

7 unchanged sentences

Net income attributable to Jabil Inc.

$ 129 $ 233 $ 1,250 $ 663

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

8 unchanged sentences

(in millions)

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Net income $ 100 $ 194

Other comprehensive income (loss):

Other comprehensive (loss) income:

Change in foreign currency translation ( 3 ) —

Change in derivative instruments ( 4 ) 13

Change in fair value of derivatives — ( 13 ) ( 4 ) ( 20 )

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

( 1 ) ( 8 ) 13 36

Total change in derivative instruments ( 1 ) ( 21 ) 9 16

Actuarial loss

( 2 ) ( 3 ) ( 7 ) ( 8 )

Prior service credit

3 unchanged sentences

Comprehensive income attributable to Jabil Inc.

$ 128 $ 213 $ 1,249 $ 694

See accompanying notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in millions)

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Total stockholders' equity, beginning balances

3 unchanged sentences

Beginning balances 2,841 2,795

2,877 2,742 2,795 2,655

Shares issued under employee stock purchase plan

Purchase of noncontrolling interest — — ( 2 ) —

Disposition of noncontrolling interest 2 —

Treasury shares purchased 115 ( 13 )

1 unchanged sentence

Ending balances 3,002 2,827

2,881 2,758 2,881 2,758

Retained earnings:

Beginning balances 5,760 4,412

5,512 4,046 4,412 3,638

Declared dividends ( 9 ) ( 11 )

( 9 ) ( 11 ) ( 30 ) ( 33 )

Net income attributable to Jabil Inc.

129 233 1,250 663

Ending balances 5,851 4,595

5,632 4,268 5,632 4,268

Accumulated other comprehensive (loss) income:

Accumulated other comprehensive loss

Beginning balances ( 46 ) ( 17 )

( 17 ) 9 ( 17 ) ( 42 )

Total other comprehensive (loss) income

( 1 ) ( 20 ) ( 1 ) 31

Ending balances ( 52 ) ( 6 )

( 18 ) ( 11 ) ( 18 ) ( 11 )

Treasury stock:

Beginning balances ( 6,818 ) ( 4,324 )

( 5,714 ) ( 4,124 ) ( 4,324 ) ( 3,800 )

Purchases of treasury stock under employee stock plans ( 40 ) ( 67 )

( 1 ) — ( 68 ) ( 36 )

Treasury shares purchased ( 347 ) ( 487 )

( 499 ) ( 154 ) ( 1,811 ) ( 442 )

Excise taxes related to treasury shares purchased ( 3 ) ( 3 )

Ending balances ( 7,208 ) ( 4,881 )

( 6,219 ) ( 4,279 ) ( 6,219 ) ( 4,279 )

Noncontrolling interests:

1 unchanged sentence

Net income attributable to noncontrolling interests — —

Purchase of noncontrolling interest — — ( 1 ) —

Ending balances — 1

5 unchanged sentences

(in millions)

Nine months ended

May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Cash flows provided by operating activities:

1 unchanged sentence

Depreciation, amortization, and other, net 182 206

Gain from the divestiture of businesses ( 944 ) —

Change in operating assets and liabilities, exclusive of net assets acquired 30 48

Net cash provided by operating activities

Cash flows provided by (used in) investing activities:

Cash flows used in investing activities:

Acquisition of property, plant and equipment ( 97 ) ( 288 )

3 unchanged sentences

Other, net 13 1

Net cash provided by (used in) investing activities

Net cash used in investing activities

( 136 ) ( 75 )

4 unchanged sentences

Dividends paid to stockholders ( 10 ) ( 12 )

Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan 31 27

Treasury stock minimum tax withholding related to vesting of restricted stock ( 40 ) ( 67 )

Other, net ( 4 ) ( 6 )

Net cash used in financing activities

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 7 ) ( 7 )

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

( 143 ) ( 254 )

Cash and cash equivalents at beginning of period 2,201 1,804

12 unchanged sentences

(the “Company”) for the fiscal year ended August 31, 2024.

Results for the nine months ended May 31, 2024 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2024.

Results for the three months ended November 30, 2024 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2025.

The Company has made certain reclassification adjustments to conform prior period amounts to the current presentation, including adjustments related to the change in reportable segments.

See Note 13 – “Concentration of Risk and Segment Data” to the Condensed Consolidated Financial Statements for additional information.

Trade Accounts Receivable Sale Programs

The Company regularly sells designated pools of high credit quality trade accounts receivable, at a discount, under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse.

The Company regularly sells designated pools of high credit quality trade accounts receivable under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse.

As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions.

As of May 31, 2024, the Company may elect to sell receivables and the unaffiliated financial institutions may elect to purchase specific accounts receivable at any one time, at a discount, on an ongoing basis up to a:

(i) maximum aggregate amount available of $ 1.9 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of 100 million CHF under one trade accounts receivable sale program, (iii) maximum amount available of 8.1 billion INR under one trade accounts receivable sale program, and (iv) maximum amount available of 1.9 billion CNY under one trade accounts receivable sale program.

The trade accounts receivable sale programs either expire on various dates through 2028 or do not have expiration dates and may be terminated upon election of the Company or the unaffiliated financial institutions.

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 Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

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

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):

Maximum Amount (1)

Type of Facility Expiration Date

$ 350 Uncommitted

$ 120 Uncommitted

$ 230 Uncommitted

May 4, 2028 (2)

$ 170 Uncommitted

$ 50 Uncommitted

$ 100 Uncommitted

$ 1,200 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.

(2) Any party may elect to terminate the agreement upon 30 days prior notice.

(3) Any party may elect to terminate the agreement upon 15 days prior notice.

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

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Trade accounts receivable sold $ 1,686 $ 2,036

$ 2,126 $ 2,594 $ 5,980 $ 9,044

Cash proceeds received $ 1,676 $ 2,025

Pre-tax losses on sale of receivables (1)

$ 13 $ 11 $ 33 $ 29

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

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

Inventories consist of the following (in millions):

May 31, 2024 August 31, 2023 (1)

November 30, 2024 August 31, 2024

Raw materials $ 3,835 $ 3,903

3 unchanged sentences

Inventories, net $ 4,320 $ 4,276

(1) Excludes $ 559 million of inventories, net classified as held for sale as of August 31, 2023.

See Note 15 – “Business Acquisitions and Divestitures” for additional information.

The Company is responsible for procuring certain components from suppliers for the manufacturing of finished goods at the direction of certain customers.

If the Company does not obtain control of these components before they are transferred to the customer, the Company accounts for revenue and cost of revenue associated with such components on a net basis.

Revenue and cost of 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 November 30, 2024 and August 31, 2024, the Company had $ 1.1 billion and $ 734 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.

During fiscal year 2025, the Company entered into new operating and finance leases.

The future minimum lease payments under these new leases as of November 30, 2024, were as follows (in millions):

Payments due by period

Total Less than 1 year 1-3 years 3-5 years After 5 years

Operating lease obligations (1)

$ 58 $ 8 $ 16 $ 11 $ 23

Finance lease obligations $ 17 $ 12 $ 4 $ 1 $ —

(1) Excludes $ 91 million of payments related to leases signed but not yet commenced.

Goodwill and Other Intangible Assets

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’s operating segments now consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments.

See Note 13 – “Concentration of Risk and Segment Data” to the Condensed Consolidated Financial Statements for additional information.

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.

As a result of the change in reportable segments, the Company’s reporting units also changed.

In connection with the preparation of the Company’s financial statements for the quarter ended November 30, 2024, the Company tested goodwill for impairment immediately before and after the reorganization.

As a result of these analyses, the Company determined that goodwill was not impaired before or after the reorganization.

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the three months ended November 30, 2024 (in millions):

Regulated Industries Intelligent Infrastructure

Connected Living and Digital Commerce

Balance as of September 1, 2024 $ 490 $ 69 $ 102 $ 661

Acquisitions and adjustments — 15 — 15

Change in foreign currency exchange rates ( 5 ) — ( 1 ) ( 6 )

Balance as of November 30, 2024

$ 485 $ 84 $ 101 $ 670

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

November 30, 2024 August 31, 2024

Gross Carrying

Amount Accumulated

Impairment Gross Carrying

Amount Accumulated

Goodwill $ 1,690 $ 1,020 $ 1,681 $ 1,020

Notes Payable and Long-Term Debt

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

Maturity Date May 31, 2024 August 31, 2023

Notes payable and long-term debt outstanding as of November 30, 2024, and August 31, 2024, are summarized below (in millions):

Maturity Date November 30, 2024 August 31, 2024

3.950 % Senior Notes

17 unchanged sentences

$ 2,882 $ 2,880

(1) 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 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.

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

(1) As of November 30, 2024, the Company has $ 4.0 billion in available unused borrowing capacity under its revolving credit facilities.

The Credit Facility acts as the back-up facility for commercial paper outstanding, if any.

5 unchanged sentences

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.

As of May 31, 2024 and August 31, 2023, the Company was in compliance with its debt covenants.

As of November 30, 2024, and August 31, 2024, the Company was in compliance with its debt covenants.

Refer to Note 18 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

5 unchanged sentences

The special purpose entity in the global asset-backed securitization program is a wholly owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements.

Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of May 31, 2024.

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

Effective November 21, 2024, the terms of the global asset-backed securitization program were amended to extend the termination date from November 2024 to January 2025.

The maximum amount of net cash proceeds available at any one time is $ 700 million.

As of November 30, 2024, the Company had no available liquidity under its global asset-backed securitization program.

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

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

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Trade accounts receivable sold $ 1,067 $ 989

$ 1,006 $ 1,007 $ 2,965 $ 3,071

Cash proceeds received (1)

1 unchanged sentence

Pre-tax losses on sale of receivables (2)

$ 12 $ 11 $ 34 $ 28

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

1 unchanged sentence

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility.

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

As of November 30, 2024, and August 31, 2024, the Company was in compliance with all covenants under the global asset-backed securitization program.

Accrued Expenses

Accrued expenses consist of the following (in millions):

May 31, 2024 August 31, 2023 (2)

November 30, 2024 August 31, 2024

Inventory deposits $ 1,450 $ 1,582

3 unchanged sentences

Accrued expenses $ 5,466 $ 5,499

(1) Revenue recognized during the three months and nine months ended May 31, 2024 that was included in the contract liability balance as of August 31, 2023 was $ 116 million and $ 391 million, respectively.

Revenue recognized during the three months and nine months ended May 31, 2023 that was included in the contract liability balance as of August 31, 2022 was $ 99 million and $ 353 million, respectively.

(2) Excludes $ 364 million of accrued expenses classified as held for sale as of August 31, 2023.

See Note 15 – “Business Acquisitions and Divestitures” for additional information.

(1) Revenue recognized during the three months ended November 30, 2024, and 2023 that was included in the contract liability balance as of August 31, 2024, and 2023 was $ 150 million and $ 161 million, respectively.

Postretirement and Other Employee Benefits

Net Periodic Benefit Cost

The following table provides information about the net periodic benefit cost for all plans for the three months and nine months ended May 31, 2024 and 2023 (in millions):

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

The following table provides information about the net periodic benefit cost for all plans for the three months ended November 30, 2024, and 2023 (in millions):

Three months ended

November 30, 2024 November 30, 2023

Service cost (1)

$ 5 $ 4 $ 15 $ 12

Interest cost (2)

Expected long-term return on plan assets (2)

( 4 ) ( 4 ) ( 13 ) ( 12 )

Recognized actuarial gain (2)

( 1 ) ( 2 ) ( 4 ) ( 6 )

Amortization of actuarial gain (2)(3)

( 2 ) ( 2 ) ( 4 ) ( 5 )

Amortization of prior service cost (2)

10 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 Condensed Consolidated Balance Sheets at their respective fair values.

Changes in fair value of derivative instruments are recorded in the Condensed Consolidated Statements of Operations, or as a component of AOCI in the Condensed 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 $ 283 million and $ 491 million as of May 31, 2024 and August 31, 2023, 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 anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between June 1, 2024 and May 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 May 31, 2024 and August 31, 2023, was $ 2.5 billion and $ 4.0 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 May 31, 2024 August 31, 2023

September 2023 $ — $ 34

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 Condensed 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 November 30, 2024, and August 31, 2024, was $ 348 million and $ 353 million, respectively.

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

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 November 30, 2024 August 31, 2024

October 2024 $ — $ 140

January 2025 103 106

April 2024 — 68

July 2025 53 55

1 unchanged sentence

January 2026 102 106

April 2026 41 —

Total $ 394 $ 407

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.

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 November 30, 2024, and August 31, 2024, was $ 2.6 billion and $ 2.6 billion, respectively.

The Effect of Derivative Instruments on AOCI and the Condensed 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 Condensed Consolidated Statements of Operations for the periods presented (in millions):

Three months ended

Financial Statement Line Item November 30, 2024 November 30, 2023

Derivative instruments designated as cash flow hedges:

(Losses) recognized in OCI (1)

$ ( 12 ) $ ( 3 )

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

Forward foreign exchange contracts Cost of revenue $ 9 $ 17

Interest rate contracts Interest expense, net $ ( 1 ) $ ( 1 )

Derivative instruments designated as net investment hedges:

Gains (losses) recognized in OCI (1)

Derivative instruments not designated as hedging instruments:

(Losses) gains recognized in earnings from forward foreign exchange contracts Cost of revenue $ ( 21 ) $ 18

Gains (losses) recognized in earnings from changes in foreign currency Cost of revenue $ 10 $ ( 38 )

(1) Amounts are net of tax, which are immaterial for the three months ended November 30, 2024, and 2023.

(2) The Company expects to reclassify $ 10 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

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.

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

Derivatives Not Designated as Hedging Instruments Under ASC 815 Location of Gain (Loss) on Derivatives Recognized in Net Income Amount of Gain (Loss) Recognized in Net Income on Derivatives

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Forward foreign exchange contracts (1)

Cost of revenue $ — $ ( 41 ) $ 7 $ ( 57 )

(1) For the three months and nine months ended May 31, 2024, the Company recognized $ 1 million and $ 36 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

For the three months and nine months ended May 31, 2023, the Company recognized $ 24 million and $ 20 million, respectively, of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.

Interest Rate Risk Management

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

As of May 31, 2024, there are no outstanding interest rate swaps.

As of November 30, 2024, there are no outstanding interest rate swaps.

Accumulated Other Comprehensive Income

The following table sets forth the changes in AOCI, net of tax, by component for the nine months ended May 31, 2024 (in millions):

The following table sets forth the changes in AOCI, net of tax, by component for the three months ended November 30, 2024 (in millions):

Foreign Currency

Translation Adjustment Net Investment Hedges Derivative

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

Instruments Actuarial Gain Prior Service (Cost) Credit Total

Balance as of August 31, 2024

4 unchanged sentences

( 24 ) 21 ( 4 ) — 1 ( 6 )

Balance as of May 31, 2024

Balance as of November 30, 2024

$ ( 68 ) $ ( 3 ) $ 8 $ 29 $ ( 18 ) $ ( 52 )

1 unchanged sentence

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

Three months ended Nine months ended

Comprehensive Income Components Financial Statement Line Item May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

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

Realized gains on net investment hedges Gain from the divestiture of businesses — — ( 4 ) —

Realized (gains) losses on derivative instruments:

Foreign exchange contracts Cost of revenue — ( 7 ) 15 37

Interest rate contracts Interest expense, net ( 1 ) ( 1 ) ( 2 ) ( 1 )

Three months ended (1)

Comprehensive Income Components Financial Statement Line Item November 30, 2024 November 30, 2023

Realized (gains) losses on pension and postretirement plans:

Actuarial gains

( 2 ) ( 4 ) ( 7 ) ( 11 )

Prior service costs

Total amounts reclassified from AOCI (3)

$ ( 2 ) $ ( 11 ) $ 3 $ 28

(1) The Company expects to reclassify $ 3 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

(1) Amounts are net of tax, which are immaterial for the three months ended November 30, 2024 and 2023.

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

Refer to Note 9 – “Postretirement and Other Employee Benefits” for additional information.

(3) Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2024 and 2023.

Stockholders’ Equity

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

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Restricted stock units $ 40 $ 42

$ ( 2 ) $ 14 $ 58 $ 68

Employee stock purchase plan 4 4

Total $ 44 $ 46

(1) During the three months ended May 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.

As of May 31, 2024 , the shares available to be issued under t he 2021 Equity Incentive Plan were 8,059,728 .

As of November 30, 2024 , the shares available to be issued under t he 2021 Equity Incentive Plan were 7,098,261 .

Restricted Stock Units

5 unchanged sentences

The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.

During the nine months ended May 31, 2024 and 2023, the Company awarded approximately 0.5 million and 0.9 million time-based restricted stock units, respectively, 0.1 million and 0.2 million performance-based restricted stock units, respectively, and 0.1 million and 0.2 million market-based restricted stock units, respectively.

During the three months ended November 30, 2024, and 2023, the Company awarded approximately 0.6 million and 0.4 million time-based restricted stock units, respectively, 0.1 million and 0.1 million performance-based restricted stock units, respectively, and 0.1 million and 0.1 million market-based restricted stock units, respectively.

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

November 30, 2024

Unrecognized stock-based compensation expense – restricted stock units $ 99

2 unchanged sentences

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

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Common stock outstanding:

1 unchanged sentence

113,744,167 131,294,422

Shares issued under employee stock purchase plan

— 1,730 338,316 631,066

Vesting of restricted stock

3 unchanged sentences

Treasury shares purchased ( 2,810,720 ) ( 3,887,738 )

( 3,733,966 ) ( 1,890,906 ) ( 14,168,790 ) ( 6,215,601 )

Ending balances

111,693,059 128,647,431

(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.

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 (2)

Q1 FY 2024 $ 2,500 20.4 $ 2,500 $ — Q1 FY 2025

2025 Share Repurchase Program (3)

Q1 FY 2025 $ 1,000 4.3 $ 636 $ 364

(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.

As part of the amended 2023 Share Repurchase Program, the Company entered into an accelerated share repurchase (“ASR”) agreement with a bank in September 2023 to repurchase $ 500 million of the Company’s common stock.

During the first quarter of 2024, the ASR transaction was completed, and 3.9 million shares were delivered under the ASR agreement at an average price of $ 128.61 .

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

As of May 31, 2024, 14.2 million shares had been repurchased for $ 1.8 billion, excluding excise tax, and $ 676 million remains available under the amended 2023 Share Repurchase Program.

In June 2024, as part of the amended 2023 Share Repurchase Program, the Company repurchased $ 121 million, excluding excise tax, and entered into ASR agreements to repurchase an additional $ 555 million, excluding excise tax, of the Company’s common stock.

(2) In September 2024, an ASR transaction was completed, and 1.0 million additional shares were delivered under the Q4 FY 2024 ASR agreements.

As of November 30, 2024, no authorization remained under the amended 2023 Share Repurchase Program.

(3) As of January 2, 2025, 4.3 million shares had been repurchased for $ 636 million and $ 364 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

Q2 FY 2025 Q3 FY 2025 $ 310 1.8 (1) (1) $ 145.00

(1) In December 2024, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $ 310 million, excluding excise tax, of the Company’s common stock.

Under the ASR agreements, the Company made payments of $ 310 million to participating financial institutions and received an initial delivery of shares of common stock.

The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR agreements.

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

Three months ended

November 30, 2024 November 30, 2023

Shares Cost Shares Cost

Open market share repurchases (1)

1.8 $ 232 0.0 $ —

(1) As of November 30, 2024, $ 768 million remains available under the 2025 Share Repurchase Program.

On December 27, 2024, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”) to acquire up to 1,158,539 ordinary shares of the Company (“Warrant Shares”) at an initial exercise price of $ 137.7671 per share, which is the preceding 30 trading day VWAP.

The Warrant allows for cashless exercise and expires December 27, 2031.

The Warrant Shares are subject to vesting for payments for purchased products and services over the Warrant term, with a portion of the Warrant Shares having vested as of the Warrant issuance.

Upon the consummation of an acquisition transaction (as defined in the Warrant), subject to certain exceptions, the unvested portion of the Warrant will vest in full.

So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights.

The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments.

Concentration of Risk and Segment Data

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Sales of the Company’s products are concentrated among specific customers.

During the nine months ended May 31, 2024, the Company’s five largest customers accounted for approximately 37 % of its net revenue and 86 customers accounted for approximately 90 % of its net revenue.

Sales to these customers were reported in the Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”) operating segments.

The DMS segment included the results of the Company’s mobility business prior to the closing of its sale on December 29, 2023.

During the three months ended November 30, 2024, the Company’s five largest customers accounted for approximately 33 % of its net revenue and 87 customers accounted for approximately 90 % of its net revenue.

Sales to these customers were reported in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce operating segments.

The Company procures components from a broad group of suppliers.

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

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses;

for which separate financial information is available;

and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

The Company derives its revenue from providing comprehensive electronics design, production, and product management services.

The CODM evaluates performance and allocates resources on a segment basis.

Prior to the first quarter of fiscal year 2025, the Company’s operating segments consisted of two segments – Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”).

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’s operating segments now consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments.

All prior period disclosures presented have been recast to reflect this change.

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.

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.

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

2 unchanged sentences

Certain items are excluded from the calculation of segment income.

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.

All other non-segment assets are reviewed on a global basis by management.

Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.

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

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

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

Three months ended

November 30, 2024 November 30, 2023

Point in time Over time Total Point in time Over time Total

Regulated Industries $ 135 $ 2,822 $ 2,957 $ 132 $ 3,060 $ 3,192

Intelligent Infrastructure 1,106 1,390 2,496 1,077 1,291 2,368

Connected Living and Digital Commerce (1)

455 1,086 1,541 1,900 927 2,827

Total $ 1,696 $ 5,298 $ 6,994 $ 3,109 $ 5,278 $ 8,387

(1) Decrease in point in time revenues from the prior period is primarily driven by the divestiture of the Mobility Business during the three months ended February 29, 2024.

The Company operates in approximately 30 countries worldwide.

Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale.

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

Three months ended

November 30, 2024 (1)

November 30, 2023

Foreign source revenue 80.8 % 86.4 %

(1) Decrease from the prior period is primarily driven by the divestiture of the Mobility Business during the three months ended February 29, 2024.

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

Three months ended

November 30, 2024 November 30, 2023

Segment income and reconciliation of income before income tax

EMS $ 195 $ 226 $ 505 $ 629

DMS 155 178 682 627

Regulated Industries $ 138 $ 148

Intelligent Infrastructure 120 112

Connected Living and Digital Commerce 89 239

Total segment income $ 347 $ 499

5 unchanged sentences

Business interruption and impairment charges, net (2)

( 14 ) — ( 14 ) —

Gain from the divestiture of businesses (3)

Acquisition and divestiture related charges — ( 15 )

( 3 ) — ( 64 ) —

Other expense (net of periodic benefit cost) ( 21 ) ( 23 )

1 unchanged sentence

Income before income tax $ 139 $ 235

(1) Charges recorded during the three months and nine months ended May 31, 2024, related to the 2024 Restructuring Plan.

Charges recorded during the nine months ended May 31, 2023, related to headcount reduction to further optimize the Company’s business activities.

(2) Charges recorded during the three months and nine months ended May 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 Condensed Consolidated Statements of Operations.

(3) The Company completed the divestiture of its mobility business and recorded a pre-tax gain of $ 944 million, subject to certain post-closing adjustments that are still being finalized.

The Company incurred transaction and disposal costs in connection with the sale of approximately $ 64 million during the nine months ended May 31, 2024.

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

Three months ended

May 31, 2024 May 31, 2023

EMS DMS Total EMS DMS Total

Timing of transfer

Point in time $ 1,172 $ 559 $ 1,731 $ 1,120 $ 1,351 $ 2,471

Over time 2,225 2,809 5,034 3,010 2,994 6,004

Total $ 3,397 $ 3,368 $ 6,765 $ 4,130 $ 4,345 $ 8,475

Nine months ended

May 31, 2024 May 31, 2023

EMS DMS Total EMS DMS Total

Timing of transfer

Point in time $ 3,473 $ 3,346 $ 6,819 $ 3,925 $ 5,047 $ 8,972

Over time 6,847 8,253 15,100 8,802 8,470 17,272

(1) Charges recorded during the three months ended November 30, 2024 and 2023, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan, respectively.

(2) Charges recorded during the three months ended November 30, 2024, relate primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St.

Petersburg, Florida and Asheville and Hendersonville, North Carolina.

November 30, 2024 August 31, 2024

Total assets:

Regulated Industries $ 5,878 $ 5,855

Intelligent Infrastructure 2,991 2,624

Connected Living and Digital Commerce 2,242 2,297

Other non-allocated assets 6,660 6,575

Total $ 17,771 $ 17,351

The Company operates in more than 30 countries worldwide.

Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale.

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

Three months ended Nine months ended

May 31, 2024 (1)

May 31, 2023 May 31, 2024 (1)

Foreign source revenue 80.5 % 86.9 % 83.4 % 85.6 %

(1) Decrease from prior periods is driven by the divestiture of the mobility business during the three months ended February 29, 2024.

Restructuring, Severance and Related Charges

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

Three months ended Nine months ended

May 31, 2024 (1)

May 31, 2023 (2)

May 31, 2024 (1)

May 31, 2023 (2)

Three months ended

November 30, 2024 (1)

November 30, 2023 (2)

Employee severance and benefit costs $ 27 $ 95

3 unchanged sentences

Total restructuring, severance and related charges (3)

$ 55 $ — $ 252 $ 45

(1) Primarily relates to the 2025 Restructuring Plan.

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

(3) Includes $ 23 million and $ 0 million recorded in the EMS segment, $ 15 million and $ 0 million recorded in the DMS segment and $ 17 million and $ 0 million of non-allocated charges for the three months ended May 31, 2024 and 2023, respectively.

Includes $ 63 million and $ 4 million recorded in the EMS segment, $ 129 million and $ 33 million recorded in the DMS segment and $ 60 million and $ 8 million of non-allocated charges for the nine months ended May 31, 2024 and 2023, respectively.

(2) Primarily relates to the 2024 Restructuring Plan.

(3) Includes $ 21 million and $ 32 million recorded in the Regulated Industries segment, $ 29 million and $ 29 million recorded in the Intelligent Infrastructure segment, $ 6 million and $ 47 million recorded in the Connected Living and Digital Commerce segment, and $ 27 million and $ 19 million of non-allocated charges for the three months ended November 30, 2024 and 2023, respectively.

Except for asset write-off costs, all restructuring, severance and related charges are cash costs.

See Note 13 – “Concentration of Risk and Segment Data” to the Condensed Consolidated Financial Statements for further details on the change in reportable segments.

2025 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.

This action includes headcount reductions across our Selling, General and Administrative (“SG&A”) cost base and capacity realignment (the “2024 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 Selling, General, and Administrative (“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 restructuring and other related charges are expected to include $ 150 million to $ 180 million of employee severance and benefit costs;

$ 80 million to $ 120 million of asset write-off costs;

and $ 30 million to $ 40 million of contract termination costs and other related costs.

The amount and timing of the actual charges may vary due to a variety of factors, including the finalization of timetables for the transition of functions, consultation with employees and their representatives, as well as the impact of jurisdictional statutory severance requirements.

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.

The Company’s estimates for the charges discussed above exclude any potential income tax effects.

The table below summarizes the Company’s liability activity, primarily associated with the 2025 Restructuring Plan (in millions):

Employee Severance

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

4 unchanged sentences

Cash payments ( 5 ) ( 3 ) — ( 4 ) ( 12 )

Balance as of May 31, 2024

Balance as of November 30, 2024

$ 21 $ — $ — $ 19 $ 40

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.

This action includes headcount reductions across our 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, was 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):

Employee Severance

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

Balance as of August 31, 2024

$ 66 $ 1 $ — $ 5 $ 72

Restructuring related charges 1 — 4 4 9

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

Cash payments ( 34 ) — — ( 5 ) ( 39 )

Balance as of November 30, 2024

$ 33 $ 1 $ — $ 4 $ 38

Effective Income Tax Rate

federal statutory income tax rate and the Company's effective income tax rate are as follows:

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

federal statutory income tax rate 21.0 % 21.0 %

Effective income tax rate 28.0 % 17.6 %

The effective income tax rate differed for the three months and nine months ended May 31, 2024, compared to the three months and nine months ended May 31, 2023, primarily due to:

(i) a change in the jurisdictional mix of earnings, driven in part by restructuring charges and (ii) the gain from the divestiture of the mobility business and the corresponding $ 58 million of income tax expense recorded during the three months ended February 29, 2024.

The effective income tax rate differed for the three months ended November 30, 2024, compared to the three months ended November 30, 2023, primarily due to:

(i) a change in the jurisdictional mix of earnings, driven in part by decreased income before income taxes in low tax rate jurisdictions for the three months ended November 30, 2024, (ii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024, (iii) a $ 19 million income tax benefit for the reversal of an unrecognized tax benefit due to audit closure for the three months ended November 30, 2023, and (iv) an $ 11 million income tax benefit for the reversal of a portion of the U.S.

valuation allowance related to an acquisition for the three months ended November 30, 2023.

The effective income tax rate differed from the U.S.

federal statutory income tax rate of 21.0% during the three months and nine months ended May 31, 2024 and 2023, primarily due to:

(i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) tax incentives granted to sites in China, Malaysia, Singapore and Vietnam, and (iv) the gain from the divestiture of the mobility business and the corresponding $ 58 million of income tax expense recorded during the three months ended February 29, 2024.

federal statutory income tax rate of 21.0% during the three months ended November 30, 2024 and 2023, primarily due to:

(i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) tax incentives granted to sites in China, Malaysia, Singapore, and Vietnam for the three months ended November 30, 2023, (iv) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024, (v) a $ 19 million income tax benefit associated with the reversal of an unrecognized tax benefit due to audit closure for the three months ended November 30, 2023, and (vi) an $ 11 million income tax benefit for the reversal of a portion of the U.S.

valuation allowance related to an acquisition for the three months ended November 30, 2023.

Earnings Per Share and Dividends

2 unchanged sentences

The Company’s diluted earnings per share is calculated in a similar manner but includes the effect of dilutive securities.

The difference between the weighted average number of basic

shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units.

The difference between the weighted average number of basic shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units.

Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive.

2 unchanged sentences

Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):

Three months ended Nine months ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Three months ended

November 30, 2024 November 30, 2023

Restricted stock units 352.3 654.4

The following table sets forth cash dividends declared by the Company to common stockholders during the nine months ended May 31, 2024 and 2023 (in millions, except for per share data):

The following table sets forth cash dividends declared by the Company to common stockholders during the three months ended November 30, 2024, and 2023 (in millions, except for per share data):

Declaration Date Dividend

per Share Total of Cash

per Share Total of Cash Dividends

Declared Date of Record for

2 unchanged sentences

October 17, 2024 $ 0.08 $ 9 November 15, 2024 December 3, 2024

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

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

Fiscal Year 2024:

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

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

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

Business Acquisitions and Divestitures

Fiscal Year 2025

On October 1, 2024, the Company completed the acquisition of Mikros Technologies LLC for consideration transferred of $ 63 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 certain customary conditions as outlined in the purchase agreement.

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

Assets acquired of $ 63 million, including $ 40 million in intangible assets and $ 15 million in goodwill, 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 Intelligent Infrastructure segment.

The majority of the goodwill is currently expected to be deductible for income tax purposes.

The results of operations were included in the Company’s condensed consolidated financial results beginning on October 1, 2024.

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

Fiscal Year 2024

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

3 unchanged sentences

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 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 Regulated Industries segment.

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

1 unchanged sentence

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

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 agreed to sell to an affiliate of 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.

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

Accordingly, the Company presented the assets and liabilities of the Business as held for sale in the Condensed Consolidated Balance Sheets as of November 30, 2023 and August 31, 2023.

Fiscal Year 2024

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

Ltd., a Singapore private limited company (“Singapore Seller”), we agreed to sell to an affiliate of 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 Mobility Business, 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.

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 Business in the Company’s Condensed Consolidated Statement of Operations in the DMS segment until the Closing Date.

On December 29, 2023 (the “Closing Date”), the Company completed the 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.

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 the Purchaser 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 $ 64 million during the nine months ended May 31, 2024, which are included in continuing operations in the Company’s Condensed Consolidated Statement 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 Business.

The quantitative assessment was used, and the Company determined that it is more likely than not that the fair value of the impacted reporting unit is in excess of the carrying value and that no impairment existed subsequent to the closing of the Business.

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

In the second quarter of fiscal year 2024 and in connection with the divestiture of the 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.

As such, 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.

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 Condensed Consolidated Statements of Operations.

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 May 31, 2024 August 31, 2023

Fair Value Hierarchy November 30, 2024 August 31, 2024

Cash and cash equivalents:

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Derivatives designated as hedging instruments (Note 10)

Other assets:

Net investment hedges:

Derivatives designated as hedging instruments (Note 10)

Accrued expenses:

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Derivatives designated as hedging instruments (Note 10)

Other liabilities:

Net investment hedges:

Derivatives designated as hedging instruments (Note 10)

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

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

May 31, 2024 August 31, 2023

November 30, 2024 August 31, 2024

Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value

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You are advised, however, to consult any further disclosures we make on related subjects.

Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2023 such as, unexpected costs or unexpected liabilities that may arise from the Mobility transaction;

scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively;

Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2024 such as, scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively;

managing rapid declines or increases in customer demand and other related customer challenges that may occur;

the effect of COVID-19 and its impact on our operations, sites, customers and supply chain;

our dependence on a limited number of customers;

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risk arising from design or manufacturing defects;

risk arising from compliance, or failure to comply, with environmental, health and safety laws or regulations and intellectual property risk);

risk arising from compliance, or failure to comply, with environmental, health and safety laws or regulations, risks arising from litigation and intellectual property risk);

financial risks (including customers or suppliers who become financially troubled;

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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-Q

Item 1. Financial Statements