8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 20, 2024

Jabil Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-14063	38-1886260
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (727) 577-9749

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

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

Title of each class	Trading<br><br>symbol(s)	Name of each exchange<br><br>on which registered
Common Stock, $0.001 par value per share	JBL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02	Results of Operations and Financial Condition.

On June 20, 2024, Jabil Inc. (the “Company”) issued a press release announcing its results of operations for the third fiscal quarter ended May 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit <br>No.	Description
99.1	Press Release dated June 20, 2024.
104	Cover Page Interactive Data File - Embedded within the inline XBRL document

SIGNATURES

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

	JABIL INC.
	(Registrant)
June 20, 2024	By:	/s/ GREGORY B. HEBARD
		Gregory B. Hebard
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Jabil Posts Third Quarter Results

ST. PETERSBURG, Fla. – June 20, 2024 – Today, Jabil Inc. (NYSE: JBL), reported preliminary, unaudited financial results for its third quarter of fiscal year 2024.

“It’s clear that Jabil has navigated a period of significant transformation this fiscal year: a year in which we divested our Mobility business, captured growth in the AI datacenter space, and experienced softness across multiple end-markets,” said CEO Mike Dastoor. “Despite these moving pieces, we remain on track to deliver 5.6% in core margins and $8.40 of core diluted EPS in FY24, while generating more than $1 billion in adjusted free cash flow. At the same time, we’ve been working towards our commitment to repurchase $2.5 billion of our shares. And importantly, in the mid-to-longer-term we remain well-positioned to benefit from many of the world’s powerful trends in areas like datacenter power and cooling, electric and hybrid vehicles, healthcare and pharma solutions, semi-cap equipment, and automated warehousing to name a few,” he concluded.

Third Quarter of Fiscal Year 2024 Highlights:

•   Net revenue: $6.8 billion
•   U.S. GAAP operating income: $261 million
•   U.S. GAAP diluted earnings per share: $1.06
•   Core operating income<br>(Non-GAAP): $350 million
•   Core diluted earnings per share<br>(Non-GAAP): $1.89

Fourth Quarter of Fiscal Year 2024 Outlook:

•   Net revenue	$6.3 billion to $6.9 billion
•   U.S. GAAP operating income	$285 million to $355 million
•   U.S. GAAP diluted earnings per share	$1.40 to $1.88 per diluted share
•   Core operating income<br>(Non-GAAP)^(1)^	$365 million to $425 million
•   Core diluted earnings per share<br>(Non-GAAP)^(1)^	$2.03 to $2.43 per diluted share
^(1)^	Core operating income and core diluted earnings per share exclude anticipated adjustments of $12 million<br>for amortization of intangibles (or $0.09 per diluted share) and $18 million for stock-based compensation expense and related charges (or $0.14 per diluted share) and $50 million to $40 million (or $0.40 to $0.32 per diluted share)<br>for restructuring, severance and related charges.
---	---

Fiscal Year 2024 Outlook:

•   Net revenue	$28.5 billion
•   Core operating margin<br>(Non-GAAP)	5.6%
•   Core diluted earnings per share<br>(Non-GAAP)	$8.40 per diluted share
•   Adjusted free cash flow<br>(Non-GAAP)	$1+ billion

(Definitions: “U.S. GAAP” means U.S. generally accepted accounting principles. Jabil defines core operating income as U.S. GAAP operating income less 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, plus other components of net periodic benefit cost. Jabil defines core earnings as core operating income, less loss on debt extinguishment, loss (gain) on securities, other components of net periodic benefit cost, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations and certain other expenses, net of tax and certain deferred tax valuation allowance charges. Jabil defines core diluted earnings per share as core earnings divided by the weighted average number of outstanding diluted shares as determined under U.S. GAAP. Jabil defines adjusted free cash flow as net cash provided by (used in) operating activities less net capital expenditures (acquisition of property, plant and equipment less proceeds and advances from sale of property, plant and equipment). Jabil reports core operating income, core earnings, core diluted earnings per share and adjusted free cash flow to provide investors an additional method for assessing operating income, earnings, diluted earnings per share and free cash flow from what it believes are its core manufacturing operations. See the accompanying reconciliation of Jabil’s core operating income to its U.S. GAAP operating income, its calculation of core earnings and core diluted earnings per share to its U.S. GAAP net income and U.S. GAAP earnings per share and additional information in the supplemental information.)

Forward Looking Statements: This release contains forward-looking statements, including those regarding our anticipated financial results for our third quarter of fiscal year 2024 and our guidance for future financial performance in our fourth quarter of fiscal year 2024 (including, net revenue, U.S. GAAP operating income, U.S. GAAP diluted earnings per share, core operating income (Non-GAAP), core diluted earnings per share (Non-GAAP) results and the components thereof, including but not limited to amortization of intangibles, stock-based compensation expense and related charges and restructuring, severance and related charges); and our full year 2024 (including net revenue, core operating margin (Non-GAAP), core diluted earnings per share (Non-GAAP) results and Adjusted Free Cash Flow (Non-GAAP)) and our plans to repurchase stock. The statements in this release are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from our current expectations. Such factors include, but are not limited to: our determination as we finalize our financial results for our third quarter of fiscal year 2024 that our financial results and conditions differ from our current preliminary unaudited numbers set forth herein; 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; managing rapid declines or increases in customer demand and other related customer challenges that may occur; the effect of COVID-19 on our operations, sites, customers and supply chain; our dependence on a limited number of customers; our ability to purchase components efficiently and reliance on a limited number of suppliers for critical components; risks arising from relationships with emerging companies; changes in technology and competition in our industry; our ability to introduce new business models or programs requiring implementation of new competencies; competition; transportation issues; our ability to maintain our engineering, technological and manufacturing expertise; retaining key personnel; risks associated with international sales and operations, including geopolitical uncertainties; energy price increases or shortages; our ability to achieve expected profitability from acquisitions; risk arising from our restructuring activities; issues involving our information systems, including security issues; regulatory risks (including the expense of complying, or failing to comply, with applicable regulations; risk arising from design or manufacturing defects; risk arising from compliance, or failure to comply, with environmental, health and safety laws or regulations and intellectual property risk); financial risks (including customers or suppliers who become financially troubled; turmoil in financial markets; tax risks; credit rating risks; risks of exposure to debt; currency fluctuations; and asset impairment); changes in financial accounting standards or policies; risk of natural disaster, climate change or other global events; and risks arising from expectations relating to environmental, social and governance considerations. Additional factors that could cause such differences can be found in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023 and our other filings with the Securities and Exchange Commission. We assume no obligation to update these forward-looking statements.

Supplemental Information Regarding Non-GAAP Financial Measures: Jabil provides supplemental, non-GAAP financial measures in this release to facilitate evaluation of Jabil’s core operating performance. These non-GAAP measures exclude certain amounts that are included in the most directly comparable U.S. GAAP measures, do not have standard meanings and may vary from the non-GAAP financial measures used by other companies. Management believes these “core” financial measures are useful measures that facilitate evaluation of the past and future performance of Jabil’s ongoing operations on a comparable basis.

Jabil reports core operating income, core earnings, core diluted earnings per share and adjusted free cash flows to provide investors an additional method for assessing operating income, earnings, earnings per share and free cash flow from what it believes are its core manufacturing operations. Among other uses, management uses non-GAAP financial measures to make operating decisions, assess business performance and as a factor in determining certain employee performance when determining incentive compensation.

The Company determines an annual normalized tax rate (“normalized core tax rate”) for the computation of the non-GAAP (core) income tax provision to provide better consistency across reporting periods. In estimating the normalized core tax rate annually, the Company utilizes a full-year financial projection of core earnings that considers the mix of earnings across tax jurisdictions, existing tax positions, and other significant tax matters. The Company may adjust the normalized core tax rate during the year for material impacts from new tax legislation or material changes to the Company’s operations.

Detailed definitions of certain of the core financial measures are included above under “Definitions” and a reconciliation of the disclosed core financial measures to the most directly comparable U.S. GAAP financial measures is included under the heading “Supplemental Data” at the end of this release.

Meeting and Replay Information: Jabil will hold a conference call today at 8:30 a.m. ET to discuss its earnings for the third quarter of fiscal year 2024. To access the live audio webcast and view the accompanying slide presentation, visit the Investor Relations section of Jabil’s website, located at https://investors.jabil.com. An archived replay of the webcast will also be available after completion of the call.

About Jabil: At Jabil (NYSE: JBL), we are proud to be a trusted partner for the world’s top brands, offering comprehensive engineering, manufacturing, and supply chain solutions. With over 50 years of experience across industries and a vast network of over 100 sites worldwide, Jabil combines global reach with local expertise to deliver both scalable and customized solutions. Our commitment extends beyond business success as we strive to build sustainable processes that minimize environmental impact and foster vibrant and diverse communities around the globe. Discover more at www.jabil.com.

Investor Contact

Adam Berry

Senior Vice President, Investor Relations and Communications

Adam_Berry@jabil.com

Media Contact

Timur Aydin

Senior Director, Enterprise Marketing and Communications

Timur_Aydin@jabil.com

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

	May 31, 2024(unaudited)			August 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	2,457		$	1,804
Accounts receivable, net		3,382			3,647
Contract assets		1,121			1,035
Inventories, net		4,439			5,206
Prepaid expenses and other current assets		1,494			1,109
Assets held for sale		—			1,929
Total current assets		12,893			14,730
Property, plant and equipment, net		2,963			3,137
Operating lease<br>right-of-use asset		366			367
Goodwill and intangible assets, net		810			763
Deferred income taxes		129			159
Other assets		288			268
Total assets	$	17,449		$	19,424
LIABILITIES AND EQUITY
Current liabilities:
Current installments of notes payable and long-term debt	$	—		$	—
Accounts payable		5,398			5,679
Accrued expenses		5,929			5,515
Current operating lease liabilities		96			104
Liabilities held for sale		—			1,397
Total current liabilities		11,423			12,695
Notes payable and long-term debt, less current installments		2,879			2,875
Other liabilities		331			319
Non-current operating lease liabilities		285			269
Income tax liabilities		112			131
Deferred income taxes		143			268
Total liabilities		15,173			16,557
Commitments and contingencies
Equity:
Jabil Inc. stockholders’ equity:
Preferred stock		—			—
Common stock		—			—
Additional paid-in capital		2,881			2,795
Retained earnings		5,632			4,412
Accumulated other comprehensive loss		(18	)		(17	)
Treasury stock, at cost		(6,219	)		(4,324	)
Total Jabil Inc. stockholders’ equity		2,276			2,866
Noncontrolling interests		—			1
Total equity		2,276			2,867
Total liabilities and equity	$	17,449		$	19,424

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for per share data)

(Unaudited)

	Three months ended				Nine months ended
	May 31, 2024		May 31, 2023		May 31, 2024			May 31, 2023
Net revenue	$	6,765	$	8,475	$	21,919		$	26,244
Cost of revenue		6,157		7,778		19,906			24,143
Gross profit		608		697		2,013			2,101
Operating expenses:
Selling, general and administrative		268		307		890			911
Research and development		9		8		29			25
Amortization of intangibles		12		7		27			24
Restructuring, severance and related charges		55		—		252			45
Gain from the divestiture of businesses		—		—		(944	)		—
Acquisition and divestiture related charges		3		—		64			—
Operating income		261		375		1,695			1,096
Interest and other, net		60		69		197			204
Income before income tax		201		306		1,498			892
Income tax expense		72		73		248			229
Net income		129		233		1,250			663
Net income attributable to noncontrolling interests, net of tax		—		—		—			—
Net income attributable to Jabil Inc.	$	129	$	233	$	1,250		$	663
Earnings per share attributable to the stockholders of Jabil Inc.:
Basic	$	1.08	$	1.76	$	10.01		$	4.96
Diluted	$	1.06	$	1.72	$	9.86		$	4.86
Weighted average shares outstanding:
Basic		119.9		132.3		124.9			133.6
Diluted		121.7		135.1		126.9			136.4

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	Nine months ended
	May 31, 2024			May 31, 2023
Cash flows provided by operating activities:
Net income	$	1,250		$	663
Depreciation, amortization, and other, net		557			752
Gain from the divestiture of businesses		(944	)		—
Change in operating assets and liabilities, exclusive of net assets acquired		318			(367	)
Net cash provided by operating activities		1,181			1,048
Cash flows provided by (used in) investing activities:
Acquisition of property, plant and equipment		(660	)		(860	)
Proceeds and advances from sale of property, plant and equipment		115			180
Cash paid for business and intangible asset acquisitions, net of cash		(90	)		(30	)
Proceeds from the divestiture of businesses, net of cash		2,108			—
Other, net		(6	)		(28	)
Net cash provided by (used in) investing activities		1,467			(738	)
Cash flows used in financing activities:
Borrowings under debt agreements		1,895			3,556
Payments toward debt agreements		(1,987	)		(3,369	)
Payments to acquire treasury stock		(1,824	)		(442	)
Dividends paid to stockholders		(32	)		(34	)
Net proceeds from exercise of stock options and issuance of common stock under employee stock<br>purchase plan		31			27
Treasury stock minimum tax withholding related to vesting of restricted stock		(68	)		(36	)
Other, net		(4	)		(6	)
Net cash used in financing activities		(1,989	)		(304	)
Effect of exchange rate changes on cash and cash equivalents		(6	)		(4	)
Net increase in cash and cash equivalents		653			2
Cash and cash equivalents at beginning of period		1,804			1,478
Cash and cash equivalents at end of period	$	2,457		$	1,480

JABIL INC. AND SUBSIDIARIES

SUPPLEMENTAL DATA

RECONCILIATION OF U.S. GAAP FINANCIAL RESULTS TO NON-GAAP MEASURES

(in millions, except for per share data)

(Unaudited)

	Three months ended						Nine months ended
	May 31, 2024			May 31, 2023			May 31, 2024			May 31, 2023
Operating income (U.S. GAAP)	$	261		$	375		$	1,695		$	1,096
Amortization of intangibles		12			7			27			24
Stock-based compensation expense and related charges		3			18			72			80
Restructuring, severance and related<br>charges^(1)^		55			—			252			45
Net periodic benefit cost		2			4			7			11
Business interruption and impairment charges,<br>net^(2)^		14			—			14			—
Gain from the divestiture of<br>businesses^(3)^		—			—			(944	)		—
Acquisition and divestiture related<br>charges^(3)^		3			—			64			—
Adjustments to operating income		89			29			(508	)		160
Core operating income (Non-GAAP)	$	350		$	404		$	1,187		$	1,256
Net income attributable to Jabil Inc. (U.S. GAAP)	$	129		$	233		$	1,250		$	663
Adjustments to operating income		89			29			(508	)		160
Net periodic benefit cost		(2	)		(4	)		(7	)		(11	)
Adjustments for taxes		14			11			51			32
Core earnings (Non-GAAP)	$	230		$	269		$	786		$	844
Diluted earnings per share (U.S. GAAP)	$	1.06		$	1.72		$	9.86		$	4.86
Diluted core earnings per share (Non-GAAP)	$	1.89		$	1.99		$	6.20		$	6.18
Diluted weighted average shares outstanding (U.S. GAAP &<br>Non-GAAP)		121.7			135.1			126.9			136.4
^(1)^	Charges recorded during the three months and nine months ended May 31, 2024, related to the 2024<br>Restructuring Plan.
---	---
^(2)^	Charges recorded during the three months and nine months ended May 31, 2024, related to costs associated with<br>product quality liabilities.
---	---
^(3)^	We completed the divestiture of our mobility business and recorded a pre-tax gain of $944 million, subject to<br>certain post-closing adjustments that are still being finalized. We incurred transaction and disposal costs in connection with the sale of approximately $64 million during the nine months ended May 31, 2024.
---	---

JABIL INC. AND SUBSIDIARIES

SUPPLEMENTAL DATA

ADJUSTED FREE CASH FLOW

(in millions)

(Unaudited)

	Nine months ended
	May 31, 2024			May 31, 2023
Net cash provided by operating activities (U.S. GAAP)	$	1,181		$	1,048
Acquisition of property, plant and equipment (“PP&E”)^(1)^		(660	)		(860	)
Proceeds and advances from sale of<br>PP&E^(1)^		115			180
Adjusted free cash flow (Non-GAAP)	$	636		$	368
^(1)^	Certain customers co-invest in PP&E with us. As we acquire<br>PP&E, we recognize the cash payments in acquisition of PP&E. When our customers reimburse us and obtain control, we recognized the cash receipts in proceeds and advances from the sale of PP&E.
---	---