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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
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☒
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the
fiscal year ended
August 31, 2020
or
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☐
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the
transition period from
to
Commission
file number 001-14063
JABIL
INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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38-1886260
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(State or
other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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10560 Dr. Martin Luther
King, Jr. Street North,
St.
Petersburg,
Florida
33716
(Address of
principal executive offices) (Zip Code)
(727) 577-9749
Registrant’s
telephone number, including area code
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common
Stock, $0.001 par value per share
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JBL
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities
Act. Yes ☒ No ☐
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check
mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit such
files). Yes ☒ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
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Large accelerated
filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check
mark whether the registrant has filed a report on and attestation
to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit
report. ☒
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the
Act). Yes ☐ No ☒
The aggregate
market value of the voting common stock held by non-affiliates of
the registrant based on the closing sale price of the Common Stock
as reported on the New York Stock Exchange on February 29,
2020 was approximately $4.7
billion. For purposes of this
determination, shares of Common Stock held by each officer and
director and by each person who owns 10% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. The
number of outstanding shares of the registrant’s Common Stock as of
the close of business on October 14,
2020,
was 149,550,360.
The registrant does not have any non-voting stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
We have
incorporated by reference portions of our Proxy Statement for our
annual meeting of shareholders expected to be held
on January 21,
2021 into Part III hereof,
to the extent indicated herein.
JABIL INC.
AND SUBSIDIARIES
2020
FORM 10-K
ANNUAL REPORT
TABLE OF
CONTENTS
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Part I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV.
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Item 15.
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Item 16.
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This Annual
Report on Form 10-K (“Form 10-K”) contains forward-looking
statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, that involve risks and uncertainties. Many of
the forward-looking statements are located in Part II, Item 7 of
this Form 10-K under the heading “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”
Forward-looking statements provide current expectations of future
events based on certain assumptions and include any statement that
does not directly relate to any historical or current fact.
Forward-looking statements can also be identified by words such as
“future,” “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “predicts,” “will,” “would,” “should,” “could,”
“can,” “may,” and similar terms. Forward-looking statements are not
guarantees of future performance and the Company’s actual results
may differ significantly from the results discussed in the
forward-looking statements. Achievement of anticipated results is
subject to substantial risks, uncertainties and inaccurate
assumptions. Should known or unknown risks or uncertainties
materialize, or should underlying assumptions prove inaccurate,
actual results could vary materially from past results and those
anticipated, estimated or projected. You should bear this in mind
as you consider forward-looking statements, and you are cautioned
not to put undue reliance on forward-looking statements. We
undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law or by the rules and
regulations of the SEC. You are advised, however, to consult any
further disclosures we make on related subjects. Factors that might
cause such differences include, but are not limited to, those
discussed in Part I, Item 1A of this Form 10-K under the heading
“Risk Factors,” which are incorporated herein by reference.
References in this report to “the Company,” “Jabil,” “we,” “our,”
or “us” mean Jabil Inc. together with its subsidiaries, except
where the context otherwise requires.
PART
I
Item 1.
Business
The
Company
We are one of the
leading providers of worldwide manufacturing services and
solutions. We provide comprehensive electronics design, production
and product management services to companies in various industries
and end markets. Our services enable our customers to reduce
manufacturing costs, improve supply-chain management, reduce
inventory obsolescence, lower transportation costs and reduce
product fulfillment time. Our manufacturing and supply chain
management services and solutions include innovation, design,
planning, fabrication and assembly, delivery and managing the flow
of resources and products.
We serve our
customers primarily through dedicated business units that combine
highly automated, continuous flow manufacturing with advanced
electronic design and design for manufacturability. We depend, and
expect to continue to depend, upon a relatively small number of
customers for a significant percentage of our net revenue, which in
turn depends upon their growth, viability and financial stability.
Based on net revenue, for the fiscal year ended August 31,
2020, our
largest customers include Amazon.com, Inc., Apple, Inc., Cisco
Systems, Inc., Hewlett-Packard Company, Ingenico Group, Johnson and
Johnson, LM Ericsson Telephone Company, NetApp, Inc., SolarEdge
Technologies Inc., and Tesla, Inc. For the fiscal year ended
August 31,
2020, we
had net revenues of $27.3 billion
and net income
attributable to Jabil Inc. of $53.9
million.
We conduct our
operations in facilities that are located worldwide, including but
not limited to, China, Malaysia, Mexico, Singapore, the United
States and Vietnam. Our global manufacturing production sites allow
customers to manufacture products simultaneously in the optimal
locations for their products. Our global presence is key to
assessing and executing on our business opportunities.
We have two
reporting segments: Electronics Manufacturing Services (“EMS”) and
Diversified Manufacturing Services (“DMS”), which are organized
based on the economic profiles of the services performed, including
manufacturing capabilities, market strategy, margins, return on
capital and risk profiles. Our EMS segment is focused around
leveraging IT, supply chain design and engineering, technologies
largely centered on core electronics, utilizing our large-scale
manufacturing infrastructure and our ability to serve a broad range
of end markets. Our EMS segment includes customers primarily in the
automotive and transportation, capital equipment, cloud, networking
and storage, defense and aerospace, industrial and energy, print
and retail, and smart home and appliances industries. Our DMS
segment is focused on providing engineering solutions, with an
emphasis on material sciences, technologies and healthcare. Our DMS
segment includes customers primarily in the connected devices,
healthcare, mobility and packaging industries.
As of September
1, 2020, certain customers have been realigned within our operating
segments. Our operating segments, which are the reporting segments,
continue to consist of the DMS and EMS segments. Beginning in
fiscal year 2021, customers within the automotive and
transportation and smart home and appliances industries will be
presented within the DMS segment.
Additional
financial information regarding our reportable operating segments
is included in Item 7 of this report and Note
13
– “Concentration
of Risk and Segment Data” to the Consolidated Financial
Statements.
Industry
Background
The industry in
which we operate has historically been composed of companies that
provide a range of design and manufacturing services to companies
that utilize electronics components in their products.
We monitor the
current economic environment and its potential impact on both the
customers we serve as well as our end markets and closely manage
our costs and capital resources so that we can respond
appropriately as circumstances change. Over the long term we
believe the factors driving our customers and potential customers
to use our industry’s services include:
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Efficient Manufacturing. Manufacturing service
providers are often able to manufacture products at a reduced total
cost to companies. These cost advantages result from higher
utilization of capacity and efficiencies of scale because of
diversified product demand and, generally, a greater focus on the
components of manufacturing cost. Companies are increasingly
seeking to reduce their investment in inventory, facilities and
equipment used in manufacturing and prioritizing capital
investments in other activities such as sales and marketing and
research and development (“R&D”). This strategic shift in
capital deployment has contributed to increased demand for and
interest in outsourcing to external manufacturing service
providers.
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Accelerated Product Time-to-Market and Time-to-Volume.
Manufacturing
service providers are often able to deliver accelerated production
start-ups and achieve high efficiencies in bringing new products to
production. Providers are also able to more rapidly scale
production for changing markets and to position themselves in
global locations that serve the leading world markets. With
increasingly shorter product life cycles, these key services allow
new products to be sold in the marketplace in an accelerated time
frame.
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Access to Advanced Design and Manufacturing Technologies.
By utilizing
manufacturing service providers, customers gain access to
additional advanced technologies in manufacturing processes, as
well as to product and production design, which can offer customers
significant improvements in the performance, quality, cost,
time-to-market and manufacturability of their
products.
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Improved Inventory Management and Purchasing Power.
Manufacturing
service providers are often able to more efficiently manage both
procurement and inventory, and have demonstrated proficiency in
purchasing components at improved pricing due to the scale of their
operations and continuous interaction with the materials
marketplace.
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Our
Strategy
Our vision for
the future is to become the world’s most technologically advanced
manufacturing services and solutions provider. As we work to
achieve our vision, we continue to pursue the following
strategies:
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Establish and Maintain Long-Term Customer Relationships.
An important
element of our strategy is to establish and maintain long-term
relationships with leading companies in expanding industries with
size and growth characteristics that can benefit from highly
automated, continuous flow manufacturing on a global scale. We
focus on maintaining long-term relationships with our customers and
seek to expand these relationships to include additional product
lines and services. In addition, we focus on identifying and
developing relationships with new customers that meet our targeted
profile, which includes financial stability, the need for
technology-driven turnkey manufacturing, anticipated unit volume
and long-term relationship stability.
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Product Diversification. We focus on balancing our
portfolio of products and product families to those that align with
higher return areas of our business, including manufacturing,
supply chain management services, comprehensive electronics design,
production and product management services. We have made
concentrated efforts to diversify our industry sectors and customer
base. Because of these efforts, we have experienced business growth
from both existing and new customers as well as from
acquisitions.
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Utilize Customer-Centric Business Units. Most of our business units
are dedicated to serve one customer each and operate by primarily
utilizing dedicated production equipment, production workers,
supervisors, buyers, planners and engineers to provide
comprehensive manufacturing solutions that are customized to each
customer’s needs. We believe our customer-centric business units
promote increased responsiveness to our customers’ needs,
particularly for customer relationships that extend across multiple
production locations.
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Leverage Global Production. We believe that global
production is a key strategy to reduce obsolescence risk and secure
the lowest possible landed costs while simultaneously supplying
products of equivalent or comparable quality throughout the world.
Consistent with this strategy, we have established or acquired
operations in the Americas, Europe, Asia and Africa. Our extensive
global footprint positions us well to implement safe and practical
solutions in order to select production locations which best serve
the needs of our customers.
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Offer Systems Assembly, Direct-Order Fulfillment and
Configure-to-Order Services. Our systems assembly,
direct-order fulfillment and configure-to-order services allow our
customers to reduce product cost and risk of product obsolescence
by reducing total work-in-process and finished goods inventory.
These services are available at all of our manufacturing
locations.
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Offer Design Services. We offer a wide spectrum of
value-add design services to achieve improvements in performance,
cost, time-to-market and manufacturability.
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Pursue Acquisition Opportunities Selectively. Traditionally, electronics
manufacturing service companies have acquired manufacturing
capacity from their customers to drive growth, expand their
footprint and gain new customers. In recent years, our acquisition
strategy has expanded to include opportunities to acquire
competitors who are focused on our key growth areas, which include
specialized manufacturing in key markets, materials technology and
design operations, as well as other acquisition opportunities
complementary to our services offerings. The primary goals
of
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our acquisition strategy are
to complement our current capabilities, diversify our business into
new industry sectors and with new customers and expand the scope of
the services we can offer to our customers.
Our Approach
to Manufacturing
To achieve high
levels of manufacturing performance, we have adopted the following
approaches:
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Decentralized Business Unit Model. Most of our business units
are dedicated to serve one customer each and are empowered to
formulate strategies tailored to individual customer’s needs. Our
business units generally have dedicated production lines consisting
of equipment, production workers, supervisors, buyers, planners and
engineers. Under certain circumstances, a production line may serve
more than one business unit to maximize resource utilization.
Business units have direct responsibility for manufacturing results
and time-to-volume production, thereby promoting a sense of
individual commitment and ownership. The business unit approach is
modular and enables us to grow incrementally without disrupting the
operations of other business units. Business unit management
reviews the customer financial information to assess whether the
business units are meeting their designated responsibilities and to
ensure that the daily execution of manufacturing activities is
being effectively managed. The business units aggregate into
operating segments based on the economic profiles of the services
performed, including manufacturing capabilities, market share
strategy, margins, return on capital and risk
profiles.
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Automated Continuous Flow. We use a highly automated,
continuous flow approach to manufacturing, whereby different pieces
of equipment are joined directly or by conveyor to create an
in-line assembly process. This process contrasts with a batch
approach, whereby individual pieces of assembly equipment are
operated as freestanding work-centers. The elimination of waiting
time prior to sequential operations results in faster
manufacturing, which improves production efficiencies and quality
control, and reduces inventory work-in-process. We believe
continuous flow manufacturing provides cost reductions and quality
improvement when applied to high volumes of product.
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Computerized Control and Monitoring. We support all aspects of our
manufacturing activities with advanced computerized control and
monitoring systems. Component inspection and vendor quality are
monitored electronically in real-time. Materials planning,
purchasing, stockroom and shop floor control systems are supported
through a computerized manufacturing resource planning system,
which provides customers with the ability to continuously monitor
material availability and track work-in-process on a real-time
basis. In addition, manufacturing processes are supported by a
computerized statistical process control system, whereby customers
can remotely access our computer systems to monitor real-time
yields, inventory positions, work-in-process status and vendor
quality data.
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Electronic Supply Chain Management. We make available to our
customers and suppliers an electronic commerce system/electronic
data interchange and web-based tools to implement a variety of
supply chain management programs. Our customers use these tools to
share demand and product forecasts and deliver purchase orders, and
we use these tools with our suppliers for just-in-time delivery,
supplier-managed inventory and consigned supplier-managed
inventory.
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Our Design
Services
We offer a wide
spectrum of value-add design services to enhance our relationships
with current customers and to help develop relationships with our
new customers. Our teams are strategically staffed to support Jabil
customers for all development projects, including turnkey system
design and design for manufacturing activities. These design
services include:
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Electronic Design. Our Electronic Design team
provides electronic circuit design services, including
application-specific integrated circuit design, firmware
development and rapid prototyping services. These services have
been used by our customers for a variety of products including
smart phones and accessory products, notebook and personal
computers, servers, radio frequency products, video set-top boxes,
optical communications products, communication and broadband
products, and automotive and consumer appliance
controls.
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Industrial Design. Our Industrial Design team
designs the “look and feel” of the plastic and metal enclosures
that house the products’ electro-mechanics, including the printed
circuit board assemblies (“PCBA”).
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Mechanical Design. Our Mechanical Design team
specializes in three-dimensional mechanical design with the
analysis of electronic, electro-mechanical and optical assemblies
using state of the art modeling and analytical tools. This team has
extended Jabil’s product design offering capabilities to include
all aspects of industrial design, advance mechanism development and
tooling management.
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Computer-Assisted Design. Our Computer-Assisted Design
(“CAD”) team provides PCBA design services using advanced CAD
engineering tools, PCBA design validation and verification
services, and other consulting services, which include generating a
bill of materials, approved vendor list and assembly equipment
configuration for a particular PCBA design. We believe that our CAD
services result in PCBA designs that are optimized for
manufacturability and cost efficiencies and accelerate a product’s
time-to-market and time-to-volume production.
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Product Validation. Our Product Validation team
provides complete product and process validation. This includes
product system tests, product safety, regulatory compliance and
reliability tests.
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Manufacturing Test Solution Development. Our Manufacturing Test
Solution Development team provides integral support to the design
teams to embed design with testability and to promote efficient
capital and resource investment in the manufacturing process. The
use of software driven instrumentation and test process design and
management has enhanced our product quality and reduced our
operating costs relative to human dependent test processes. The
full electronic test data-log of customer products has allowed
customer product test traceability and visibility throughout the
manufacturing test process.
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Fabrication
and Assembly
We offer systems
assembly, test, direct-order fulfillment and configure-to-order
services to our customers. Our systems assembly services extend our
range of assembly activities to include assembly of higher-level
sub-systems and systems incorporating multiple PCBAs. In addition,
based on quality assurance programs developed with our customers,
we provide testing services for our PCBAs, sub-systems and systems
products. Our quality assurance programs include circuit testing
under various environmental conditions to ensure that our products
meet or exceed required customer specifications. We also offer
direct-order fulfillment and configure-to-order services for
delivery of final products.
Technology
and Research and Development
We believe that
our manufacturing and testing technologies are among the most
advanced in our industry. To meet our customers’ increasingly
sophisticated needs, we continuously engage in R&D activities
designed to create new and improved products and manufacturing
solutions for our customers. Through our R&D efforts, we intend
to continue to offer our customers highly automated, continuous
flow manufacturing process technologies for precise and aesthetic
mechanical components and system assembly. These technologies and
R&D activities include:
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Automation, including
automated tooling
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Electronic
interconnection
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Advanced polymer and metal
material science
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Single/multi-shot injection
molding, stamping and in-mold labeling
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Multi-axis computer numerical
control
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Physical vapor
deposition
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Thermal-plastic composite
formation
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Plastic with embedded
electronics
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Metal and plastic covers with
insert-molded or dies-casting features for assembly
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Display cover with integrated
touch sensor
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Material processing research
(including plastics, metal, glass and ceramic)
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We engage in
R&D activities for many products including mobile internet
devices and associated accessories, multi-media tablets, two-way
radios, health care and life science products, server and storage
products, set-top and digital home products and printing
products.
Customers
and Marketing
A key tenet of
our strategy is to establish and maintain long-term relationships
with leading companies in expanding industries with the size and
growth characteristics that can benefit from highly automated,
continuous flow manufacturing on a global scale. A small number of
customers and significant industry sectors have historically
comprised a major portion of our net revenue. We also market our
services and solutions through our website and our Blue Sky
Innovation Centers.
In fiscal
year 2020, our five largest customers
accounted for approximately 47% of our net revenue and
73
customers
accounted for approximately 90% of our net revenue. The table
below sets forth the respective portion of net revenue attributable
to the customers that accounted for approximately 10% or more of
our net revenue during the periods indicated:
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Fiscal Year Ended August 31,
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2020
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2019
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2018
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Apple, Inc.
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20
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%
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22
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%
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28
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%
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Amazon.com
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11
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%
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*
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*
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* Amount
was less than 10% of total.
Competition
Our business is
highly competitive. We compete against numerous domestic and
foreign electronic manufacturing service providers, diversified
manufacturing service providers and design providers. We also face
competition from the manufacturing operations of our current and
potential customers, who are continually evaluating the merits of
manufacturing products internally against the advantages of
outsourcing.
We compete with
different companies depending on the type of service we are
providing or the geographic area in which an activity takes place.
We believe that the principal competitive factors in the
manufacturing services market are: cost; accelerated production
time-to-market; higher efficiencies; global locations; rapid scale
production; advanced technologies; quality; and improved pricing of
components. We believe we are extremely competitive with regard to
all of these factors.
Backlog
Our order backlog
as of August 31, 2020 and 2019 was valued at
approximately $7.4 billion
and
$6.2
billion,
respectively. Our order backlog is expected to be filled within the
current fiscal year. Although our backlog consists of firm purchase
orders, the level of backlog at any particular time may not be
necessarily indicative of future sales. Given the nature of our
relationships with our customers, and the fact that we generally do
not enter into long-term purchase commitments with our customers,
we frequently allow our customers to cancel or reschedule
deliveries, and therefore, backlog is often not a meaningful
indicator of future financial results.
Components
Procurement
We procure
components from a broad group of suppliers, determined on an
assembly-by-assembly basis. Our global sourcing and purchasing
locations are strategically placed in various countries throughout
the world along with our global commodity management and supplier
relationship teams. These locations manage our end-to-end
procurement lifecycle. This regionalized expertise along with our
supplier relationships provide efficient procurement
operations.
Some of the
products we manufacture contain one or more components that are
only available from a single source. Some of these components are
allocated from time to time in response to supply shortages. In
some cases, supply shortages will substantially curtail production
of all assemblies using a particular component.
Proprietary
Rights
We regard certain
aspects of our design, production and product management services
as proprietary intellectual property. To protect our trade secrets,
manufacturing know-how and other proprietary rights, we rely
largely upon a combination of intellectual property laws,
non-disclosure agreements with our customers, employees, and
suppliers and our internal security systems, policies and
procedures. We currently have a relatively modest number of patents
for various innovations. We believe that our research and
design activities, along with developments relating thereto,
may result in growth of our patent portfolio and its
importance to us, particularly as we expand our business
activities. Other factors significant to our proprietary
rights include the knowledge and experience of our management
and personnel and our ability to develop, enhance and market
manufacturing services.
We license some
technology and intellectual property rights from third parties that
we use in providing some of our design, production and product
management services to our customers. Generally, the license
agreements that govern such third-party technology and intellectual
property rights grant us the right to use the subject technology
anywhere in the world and terminate upon a material breach by
us.
Employees
As of
August 31,
2020, we
employed approximately 240,000 people worldwide. None of our
U.S. domestic employees have chosen to be represented by a labor
union. In certain international locations, our employees are
represented by labor unions and by works councils. We have never
experienced a significant work stoppage or strike and promote a
culture of positive employee relations.
Environmental
We are subject to
a variety of federal, state, local and foreign environmental,
health and safety, product stewardship and producer responsibility
laws and regulations, including those relating to the use, storage,
discharge and disposal of hazardous chemicals used during our
manufacturing process, those governing worker health and safety,
those requiring design changes, supply chain investigation or
conformity assessments or those relating to the recycling or reuse
of products we manufacture.
Information
about our Executive Officers
Executive
officers are appointed by the Board of Directors and serve at the
discretion of the Board. Except as otherwise noted below, each
executive officer is a full-time employee of Jabil. There are no
family relationships among our executive officers and directors.
There are no arrangements or understandings between any of our
executive officers and any other persons pursuant to which any of
such executive officers were selected. Below is a list of our
executive officers:
Steven D.
Borges (age 52) was named Executive Vice
President, Chief Executive Officer, Regulated Industries in
September 2020 with additional responsibility for Additive
Manufacturing. Mr. Borges served as Executive Vice President, Chief
Executive Officer, Healthcare from September 2016 through August
2020. Mr. Borges joined Jabil in 1993 and has global
experience in positions of increasing responsibility in Operations,
Business Development, Manufacturing Operations and Supply Chain
Management. He holds a Bachelor’s Degree in Business Administration
and Management from Fitchburg State University.
Sergio A.
Cadavid (age 64) was named Senior Vice
President, Treasurer in September 2013. Mr. Cadavid joined
Jabil in 2006 as Treasurer. Prior to joining Jabil,
Mr. Cadavid was Corporate Assistant Treasurer for
Owens-Illinois, Inc. in Toledo, Ohio. He has also held various
positions with The Quaker Oats Company, Arthur Andersen &
Co. and J.M. Family Enterprises, Inc. He holds an M.B.A. from the
University of Florida and a B.B.A. from Florida International
University.
Michael
Dastoor (age 55) was named Executive Vice
President, Chief Financial Officer effective September 2018.
Mr. Dastoor joined Jabil in 2000 as Regional Controller – Asia
Pacific and was named Controller in June 2004 and Senior Vice
President, Controller in July 2010. Prior to joining Jabil,
Mr. Dastoor was a Regional Financial Controller for Inchcape
PLC. He holds a degree in Finance and Accounting from the
University of Bombay. Mr. Dastoor is a Chartered Accountant
from the Institute of Chartered Accountants in England and
Wales.
Bruce A.
Johnson (age 64) was named Executive Vice
President, Chief Human Resources Officer in January 2019.
Mr. Johnson joined Jabil in 2015 as Vice President, Human
Resources and was promoted to Senior Vice President, Chief Human
Resources Officer in 2017. Prior to joining Jabil, Mr. Johnson
was Chief Organizational Effectiveness Officer/Executive Vice
President, Human Resources for C&S Wholesale Grocers, Inc., a
wholesale distributor of food and grocery items with headquarters
in Keene, New Hampshire from 2007 to 2014. Mr. Johnson also
served in senior roles at The Timberland Company, a footwear and
apparel designer, retailer and manufacturer in New Hampshire, and
E.I. Du Pont De Nemours and Company (Du Pont) in Delaware. He holds
a Bachelor of Arts in History from Middlebury College in
Vermont.
Robert L.
Katz (age 58) joined Jabil in March 2016
and was named Executive Vice President, General Counsel and
Corporate Secretary in September 2016. Mr. Katz transitioned
the Corporate Secretary role to a member of his staff in April
2017. In April 2019 he was named Chief Ethics & Compliance
Officer. Prior to joining Jabil, Mr. Katz served as Executive
Vice President, General Counsel and Secretary of SharkNinja, a
vacuum and kitchen appliance manufacturer. He was previously Senior
Vice President and General Counsel of Ingersoll Rand plc, a
diversified industrial manufacturer, from 2010 to 2015.
Mr. Katz served as Senior Vice President, General Counsel,
Corporate Secretary and Chief Compliance Officer of Federal-Mogul
Corporation from 2007 to 2010. From 1999 to 2007 he was General
Counsel—EMEA for Delphi Corporation in Paris, France. He began his
career with Milbank, Tweed, Hadley & McCloy working in the
Mergers and Acquisitions and General Corporate Group in New York
and London. He earned a Bachelor of Laws (LL.B.) and a Bachelor of
Civil Law (B.C.L.) from McGill University. He is a member of the
New York Bar.
Michael J.
Loparco (age 49) was named Executive
Vice President, Chief Executive Officer, Electronic Manufacturing
Services (EMS) in September 2020; and currently also has
responsibility for Jabil’s Enterprise Supply Chain Strategies and
Global IT. Previously, Mr. Loparco served as Executive Vice
President, Chief Executive Officer. Engineered Solutions
Group since January 2016; and also had responsibility for
Jabil’s Enterprise Supply Chain, Procurement and
certain strategic
investments. Prior to that, Mr. Loparco served as President,
Chief Executive Officer of Jabil’s High Velocity and Energy &
Industrial Division and held a variety of global management
positions. Before joining Jabil in 1999, Mr. Loparco was
an attorney at Holland & Knight, LLP, practicing corporate
and commercial litigation and serving as a certified mediator. He
holds a Juris Doctorate from Stetson University College of
Law. He holds a Bachelor of Arts in International Business,
with minor degrees in Business Management and Spanish, from Eckerd
College.
Mark
Mondello (age 56) has served as Chief
Executive Officer and a member of the Board of Directors since
March 2013. Mr. Mondello served as Chief Operating Officer
from 2002 to 2013. Mr. Mondello joined Jabil in 1992 as a
manufacturing supervisor and has held various leadership roles,
including SVP, Business Development. Prior to joining Jabil,
Mr. Mondello was a commercial and defense-related aerospace
project manager for Moog, Inc. He holds a B.S. in Mechanical
Engineering from the University of South Florida.
Daryn
Smith (age 50) was named Senior Vice
President, Enterprise & Commercial Controller effective
September 2018. Mr. Smith served as Chief Financial Officer of EMS
from June 2013 through June 2018. Mr. Smith joined Jabil in 2002
and he has held various leadership roles in Risk and Assurance,
Financial Planning and Analysis, and Controllership for
Jabil. Prior to joining Jabil, Mr. Smith was with the
Assurance and Advisory Services practice for Arthur Andersen. He
holds a Bachelor’s degree in Accounting from the University of
South Florida and an MBA from the University of
Florida.
Kenneth S.
Wilson (age 55) was named Executive Vice
President and CEO of Jabil Green Point in 2017 and assumed
responsibility for Consumer Packaging and Corporate Procurement in
September 2020. Prior to that, Mr. Wilson was Senior Vice President
of the Telecommunications Infrastructure Sector within Jabil’s
Enterprise & Infrastructure group. He first joined Jabil in
2000 as a business unit manager; and has held various leadership
roles, including VP of Global Business Units, running businesses
such as consumer electronics and telecommunications. Prior to
Jabil, he spent 8 years at Motorola, where he served as Operations
Director in their Handset Division. Mr. Wilson has a Bachelor’s
degree in Manufacturing Engineering and a MBA from Edinburgh
Business School.
Additional
Information
Our principal
executive offices are located at 10560 Dr. Martin Luther King,
Jr. Street North, St. Petersburg, Florida 33716, and our telephone
number is (727) 577-9749. We were incorporated in Delaware in
1992. Our website is located at http://www.jabil.com. Through a
link on the “Investors” section of our website, we make available
our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q,
our Current Reports on Form 8-K and any amendments to those
reports, free of charge, as soon as reasonably practicable after
they are electronically filed with, or furnished to, the SEC. The
“Investors” section of our website contains a significant amount of
information about our Company, including financial and other
information for investors. The information that we post on the
“Investors” section of our website could be deemed to be material
information. We encourage investors, the media and others
interested in Jabil to visit our website. Information on our
website, however, is not a part of this report.
Item 1A.
Risk Factors
Operational Risks
The effect
of COVID-19 on our operations and the operations of our
customers, suppliers and logistics providers has, and is expected
to continue to have, a material and adverse impact on our financial
condition and results of operations.
Our global
operations expose us to the COVID-19 pandemic, which has had and
will continue to have an adverse impact on our employees,
operations, supply chain and distribution system.
While we have
taken numerous steps to mitigate the impact of the pandemic on our
results of operations, there can be no assurance that these efforts
will be successful. To date, COVID-19 has
increased our expenses, primarily related to additional labor costs
and the procurement of personal protection equipment for our
employees globally, and has caused a reduction in factory
utilization due to travel disruptions and
restrictions. COVID-19 has now spread across the globe and is
impacting worldwide economic activity, including our global
manufacturing production sites. Public and private sector policies
and initiatives to reduce the transmission of COVID-19, including
travel restrictions and quarantines, are impacting our operations,
including affecting the ability of our employees to get to our
facilities, reducing capacity utilization levels, causing certain
facility or intermittent business closures, and interrupting the
movement or increasing the cost of moving components and products
through our supply chain. If additional factory closures are
required or reductions in capacity utilization levels occur, we
expect to incur additional direct costs and lost revenue. If our
suppliers experience additional closures or reductions in their
capacity utilization levels in the future, we may have difficulty
sourcing materials necessary to fulfill production requirements.
COVID-19 has also impacted our customers and may
create unpredictable reductions or increases in demand for our
manufacturing services. Our ability to continue to manufacture
products is highly dependent on our ability to maintain the safety
and health of our factory employees. The ability of our employees
to work may be significantly impacted by individuals contracting or
being exposed to COVID-19. While we are following the requirements
of governmental authorities and taking preventative and protective
measures to prioritize the safety of our employees, these measures
may not be successful, and we may be required to temporarily close
facilities or take other measures. In addition, responding to the
continuing pandemic could divert management’s attention from our
key strategic priorities, cause us to reduce, delay, alter or
abandon initiatives that may otherwise increase our long-term value
or otherwise disrupt our business operations. While we are staying
in close communication with our sites, employees, customers,
suppliers and logistics partners and acting to mitigate the impact
of this dynamic and evolving situation, the duration and extent of
the effect of COVID-19 on Jabil is not determinable. We believe
COVID-19 will continue to have a material and adverse impact on our
consolidated financial position, results of operations and cash
flows in the near term. In addition, the impact of the COVID-19
pandemic could exacerbate the other risks we face.
If we do not
manage our growth effectively, our profitability could
decline.
Our business at
times experiences periods of rapid growth which can place
considerable demands upon our management team and our operational,
financial and management information systems. Our ability to manage
growth effectively requires us to continue to implement and improve
these systems; avoid cost overruns; maintain customer, supplier and
other favorable business relationships during transition periods;
efficiently and effectively dedicate resources to existing
customers as well as new projects; acquire or construct additional
facilities; occasionally transfer operations to different
facilities; acquire equipment in anticipation of demand; continue
to develop the management skills of our managers and supervisors;
adapt relatively quickly to new markets or technologies and
continue to hire, train, motivate and manage our employees. Our
failure to effectively manage growth, as well as our failure to
realize the anticipated benefits of the actions we take to try to
manage our growth, could have a material adverse effect on our
results of operations. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”
Because we
depend on a limited number of customers, a reduction in sales to
any one of those customers could cause a significant decline in our
revenue.
We currently
depend, and expect to continue to depend for the foreseeable
future, upon a relatively small number of customers for a
significant percentage of our net revenue and upon their growth,
viability and financial stability. See “Business – The Company.” In
some instances, particular manufacturing services we provide for a
customer represent a significant portion of the overall revenue we
receive from that customer. As a result of this concentration, a
reduction in business from one or more of our largest customers
could have a material adverse effect on our results of operations.
In addition, if one or more of our significant customers were to
become insolvent or otherwise become unable to pay us on a timely
basis, or at all, our operating results and financial condition
could be adversely affected.
Consolidation
among our customers exposes us to increased risks, including
reduced revenue and dependence on a smaller number of customers.
Increasing consolidation in industries that utilize our services
may occur as companies combine to achieve further economies of
scale and other synergies, which could result in an increase in
excess manufacturing capacity as
companies seek to
divest manufacturing operations or eliminate duplicative product
lines. Excess manufacturing capacity may increase pricing and
competitive pressures for our industry as a whole and for us in
particular. Such consolidation among our customers may further
reduce the number of customers that generate a significant
percentage of our net revenue and expose us to increased risks
relating to dependence on a small number of customers.
Our
customers face numerous competitive challenges, which may
materially adversely affect their business and ours.
Factors adversely
affecting our customers may also adversely affect us. These factors
include:
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recessionary
periods in our customers’ markets;
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the inability of
our customers to adapt to rapidly changing technology and evolving
industry standards, which may contribute to short product life
cycles or shifts in our customers’ strategies;
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the inability of
our customers to develop, market or gain commercial acceptance of
their products, some of which are new and untested;
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the potential
that our customers’ products become commoditized or
obsolete;
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loss of business
or a reduction in pricing power experienced by our
customers;
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the emergence of
new business models or more popular products and shifting patterns
of demand; and
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a
highly-competitive consumer products industry, which is often
subject to shorter product lifecycles, shifting end-user
preferences and higher revenue volatility.
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If our customers
are unsuccessful in addressing these competitive challenges, their
businesses may be materially adversely affected, reducing the
demand for our services, decreasing our revenues or altering our
production cycles and inventory management, each of which could
adversely affect our ability to cover fixed costs and our gross
profit margins and results of operations.
Most of our
customers do not commit to long-term production schedules, and they
may cancel their orders, change production quantities, delay
production or change their sourcing strategy, which makes it
difficult for us to schedule production and manage capital
expenditures and to maximize the efficiency of our manufacturing
capacity.
Most of our
customers do not commit to firm production schedules for more than
one quarter. We make significant decisions, including determining
the levels of business that we will seek and accept, production
schedules and locations, component procurement commitments,
personnel needs and other resource requirements, based on our
estimate of customer requirements. Our inability to forecast the
level of customer orders with certainty makes it difficult to
schedule production and maximize utilization of our manufacturing
capacity. In the past, we have been required to increase staffing
and other expenses in order to meet the anticipated demand. On
occasion, customers may require rapid increases in production for
one or more of their products or request that we relocate our
manufacturing operations or transfer manufacturing from one
facility to another, which can stress our resources and reduce
operating margins.
Customers have
canceled their orders, changed production quantities or designs,
delayed production, changed their sourcing strategy and terminated
their relationships with us. We cannot assure you that present or
future customers will not terminate their service arrangements with
us or significantly change, reduce, cancel or delay the amount of
services ordered. Such changes, delays and cancellations have led
to, and may lead in the future to a decline in our production and
our possession of excess or obsolete inventory that we may not be
able to sell to customers or third parties. This may result in
write downs of inventories, reduction in the number of products
that we sell, delays in payment for inventory that we purchased,
and reductions in the use of our manufacturing facilities. As many
of our costs and operating expenses are relatively fixed, a
reduction in customer demand, particularly a reduction in demand
for a product that represents a significant amount of revenue, can
harm our gross profit margins and results of
operations.
In addition, we
sometimes experience difficulty forecasting the timing of our
receipt of payment from customers. The necessary process to begin
manufacturing can be lengthy. Because we make capital expenditures
during this ramping-up process and do not receive payment until
after we produce and ship the customer’s products, any delays or
unanticipated costs in the ramping-up process may have a
significant adverse effect on our cash flows and our results of
operations. Servicing our largest customers may also require us to
increase our capital expenditures.
Customer
relationships with emerging companies may present more risks than
with established companies.
Customer
relationships with emerging companies present special risks because
we do not have an extensive product or customer relationship
history. There is less demonstration of market acceptance of their
products making it harder for us to anticipate requirements than
with established customers. Our credit risk on these customers,
especially in trade accounts receivable and inventories, and the
risk that these customers will be unable to fulfill indemnification
obligations to us are potentially increased. We sometimes offer
these customers extended payment terms, loans and other support and
financial accommodations which may increase our financial
exposure.
The success
of our business is dependent on our ability to keep pace with
technological changes and competitive conditions in our industry,
and our ability to effectively adapt our services as our customers
react to technological changes and competitive conditions in their
respective industries.
If we are unable
to offer technologically advanced, cost effective, quick response
manufacturing services that are differentiated from our competition
and adapt those services as our customers’ requirements change,
demand for our services will decline.
Introducing
new business models or programs requiring implementation of new
competencies, such as new process technologies and our development
of new products or services for customers, could affect our
operations and financial results.
The introduction
of new business models or programs requiring implementation or
development of new competencies, such as new process technology
within our operations and our independent development of new
products or services for customers, presents challenges in addition
to opportunities. The success of new business models or programs
depends on a number of factors including, but not limited to, a
sufficient understanding of the new business or markets, timely and
successful product development (by us and/or our customer), market
acceptance, our ability to manage the risks associated with new
product production ramp-up, the effective management of purchase
commitments and inventory levels in line with anticipated product
demand, our development or acquisition of appropriate intellectual
property, the availability of supplies in adequate quantities and
at appropriate costs to meet anticipated demand, and the risk that
new products may have quality or other defects in the early stages
of introduction. Accordingly, we cannot determine in advance the
ultimate result of new business models or programs.
As a result, we
must make long-term investments, develop or obtain appropriate
intellectual property and commit significant resources before
knowing whether our assumptions will accurately reflect customer
demand for our services or for our customer’s products. After the
development of a new business model or program, we must be able to
manufacture appropriate volumes quickly and at low cost. To
accomplish this, we endeavor to accurately forecast volumes, mixes
of products and configurations that meet customer requirements;
however, we may not succeed at doing so.
We compete
with numerous other diversified manufacturing service providers,
electronic manufacturing services and design providers and
others.
Our business is
highly competitive and our manufacturing processes are generally
not subject to significant proprietary protection. We compete
against numerous domestic and foreign electronic manufacturers,
manufacturing service providers and design providers. The
significant purchasing power and market power of these large
companies could increase pricing and competitive pressures for us.
Most of our competitors have international operations and
significant financial resources and some have substantially greater
manufacturing, research and development (R&D) and marketing
resources. These competitors may:
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respond more
quickly to new or emerging technologies or changes in customer
requirements;
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have
technological expertise, engineering capabilities and/or
manufacturing resources that are greater than ours;
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have greater name
recognition, critical mass and geographic market
presence;
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be better able to
take advantage of acquisition opportunities;
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devote greater
resources to the development, promotion and sale of their services
and execution of their strategy;
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be better
positioned to compete on price for their services;
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have excess
capacity, and be better able to utilize such excess
capacity;
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have greater
direct buying power from component suppliers, distributors and raw
material suppliers;
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have lower cost
structures as a result of their geographic location or the services
they provide;
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be willing or
able to make sales or provide services at lower margins than we
do;
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have increased
vertical capabilities providing them greater cost
savings.
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We also face
competition from the manufacturing operations of our current and
potential customers, who are continually evaluating the merits of
manufacturing products internally against the advantages of
outsourcing. In the past, some of our customers moved a portion of
their manufacturing from us in order to more fully utilize their
excess internal manufacturing capacity.
The actions of
competitors and current and potential customers could cause a
decline in our sales and/or compression of our
profits.
Our business
could be adversely affected by any delays, or increased costs,
resulting from common carrier or transportation
issues.
We rely on a
variety of common carriers to transport our materials from our
suppliers and to our customers. Problems suffered by any of these
common carriers, including natural disaster, pandemic, labor
problems, increased energy prices, or criminal activity, could
result in shipping delays for products or materials, increased
costs or other supply chain disruptions, and could therefore have a
negative impact on our ability to receive products from suppliers
and deliver products to customers, resulting in a material adverse
effect on our operations.
We may not
be able to maintain our engineering, technological and
manufacturing expertise.
Many of the
markets for our manufacturing and engineering services are
characterized by rapidly changing technology and evolving process
development. The continued success of our business will depend upon
our ability to:
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hire, retain and
expand our pool of qualified engineering and technical
personnel;
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maintain and
continually improve our technological expertise;
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develop and
market manufacturing services that meet changing customer needs;
and
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anticipate and
respond to technological changes in manufacturing processes on a
cost-effective and timely basis.
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Although we use
the assembly and testing technologies, equipment and processes that
are currently required by our customers, we cannot be certain that
we will be able to maintain or develop the capabilities required by
our customers in the future. The emergence of new technology,
industry standards or customer requirements may render our
equipment, inventory or processes obsolete or noncompetitive. The
acquisition and implementation of new technologies and equipment
and the offering of new or additional services to our customers may
require significant expense or capital investment, which could
reduce our operating margins and our operating results. In
facilities that we newly establish or acquire, we may not be able
to insert or maintain our engineering, technological and
manufacturing process expertise. Our failure to anticipate and
adapt to our customers’ changing technological needs and
requirements or to hire sufficient personnel to maintain our
engineering, technological and manufacturing expertise could have a
material adverse effect on our results of operations.
We depend on
attracting and retaining officers, managers and skilled
personnel.
Our success
depends to a large extent upon the continued services of our
officers, managers and skilled personnel. These employees are not
generally bound by employment or non-competition agreements, and we
cannot assure you that we will retain them. To aid in managing our
growth and strengthening our pool of management and skilled
personnel, we will need to internally develop, recruit and retain
skilled management personnel. If we are not able to do so, our
business and our ability to continue to grow could be
harmed.
Efficient
component and material purchasing is critical to our manufacturing
processes and contractual arrangements. A shortage of components or
an increase in price could interrupt our operations and reduce our
profit, increase our inventory carrying costs, increase our risk of
exposure to inventory obsolescence and cause us to purchase
components of a lesser quality.
Strategic and
efficient component and materials purchasing is an aspect of our
strategy. When prices rise, they may impact our margins and results
of operations if we are not able to pass the increases through to
our customers or otherwise offset them. Most of our significant
long-term customer contracts permit quarterly or other periodic
prospective adjustments to pricing based on decreases and increases
in component prices and other factors; however, we typically bear
the risk of component price increases that occur between any such
re-pricings or, if such re-pricing is not permitted, during the
balance of the term of the particular customer contract. There can
be no assurance that we will continue to be able to purchase
the
components and
materials needed to manufacture customer products at favorable
prices. Accordingly, certain component price increases could
adversely affect our gross profit margins and results of
operations.
Some of the
products we manufacture require one or more components that are
only available from a single source. Some of these components are
subject to supply shortages from time to time. In some cases,
supply shortages will substantially curtail production of all
assemblies using a particular component. A supply shortage can also
increase our cost of goods sold if we have to pay higher prices for
components in limited supply, or cause us to have to redesign or
reconfigure products to accommodate a substitute component. In the
past there have been industry wide conditions, natural disasters
and global events that have caused material shortages. Our
production of a customer’s product could be negatively impacted by
any quality, reliability or availability issues with any of our
component suppliers. The financial condition of our suppliers could
affect their ability to supply us with components and their ability
to satisfy any warranty obligations they may have, which could have
a material adverse effect on our results of
operations.
If a component
shortage is threatened or anticipated, we may purchase such
components early to avoid a delay or interruption in our
operations. Purchasing components early may cause us to incur
additional inventory carrying costs and may cause us to experience
inventory obsolescence, both of which may not be recoverable from
our customers and could adversely affect our gross profit margins
and net income. A component shortage may also require us to look to
second tier vendors or to procure components through brokers with
whom we are not familiar. These components may be of lesser quality
than those we have historically purchased and could cause us to
incur costs to bring such components up to our quality levels or to
replace defective ones. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business –
Components Procurement.”
We derive a
substantial majority of our revenues from our international
operations, which may be subject to a number of different risks and
often require more management time and expense than our domestic
operations.
Our international
operations are subject to a number of risks,
including:
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difficulties in
staffing and managing foreign operations and attempting to ensure
compliance with our policies, procedures, and applicable local
laws;
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less flexible
employee relationships that can be difficult and expensive to
terminate due to, among other things, labor laws and
regulations;
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rising labor
costs (including the introduction or expansion of certain social
programs), in particular within the lower-cost regions in which we
operate, due to, among other things, demographic changes and
economic development in those regions;
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labor unrest and
dissatisfaction, including potential labor strikes or
claims;
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increased
scrutiny by the media and other third parties of labor practices
within our industry (including working conditions, compliance with
employment and labor laws and compensation) which may result in
allegations of violations, more stringent and burdensome labor laws
and regulations, higher labor costs and/or loss of revenues if our
customers become dissatisfied with our labor practices and diminish
or terminate their relationship with us;
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burdens of
complying with a wide variety of foreign laws, including those
relating to export and import duties, domestic and foreign import
and export controls, trade barriers (including tariffs and quotas),
environmental policies and privacy issues, and local statutory
corporate governance rules;
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risk of
non-compliance with the U.S. Foreign Corrupt Practices Act (the
“FCPA”) or similar regulations in other jurisdictions;
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less favorable,
less predictable, or relatively undefined, intellectual property
laws;
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lack of
sufficient or available locations from which to operate or
inability to renew leases on terms that are acceptable to us or at
all;
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unexpected
changes in regulatory requirements and laws or government or
judicial interpretations of such regulatory requirements and laws
and adverse trade policies, and adverse changes to any of the
policies of either the U.S. or any of the foreign jurisdictions in
which we operate;
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adverse changes
in tax rates or accounting rules and the manner in which the U.S.
and other countries tax multinational companies or interpret their
tax laws or accounting rules or restrictions on the transfer of
funds to us from our operations outside the U.S.;
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limitations on
imports or exports of components or products, or other trade
sanctions;
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political and
economic instability and unsafe working conditions;
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risk of
governmental expropriation of our property;
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inadequate
infrastructure for our operations (e.g., lack of adequate power,
water, transportation and raw materials);
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legal or
political constraints on our ability to maintain or increase
prices;
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health concerns,
epidemics and related government actions;
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increased travel
costs and difficulty in coordinating our communications and
logistics across geographic distances and multiple time
zones;
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longer customer
payment cycles and difficulty collecting trade accounts
receivable;
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fluctuations in
currency exchange rates;
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economies that
are emerging or developing or that may be subject to greater
currency volatility, negative growth, high inflation, limited
availability of foreign exchange and other risks; and
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international
trade disputes could result in tariffs and other protectionist
measures that could adversely affect our business. Tariffs could
increase the costs of the components and raw materials we use in
the manufacturing process as well as import and export costs for
finished products. Countries could adopt other protectionist
measures that could limit our ability to manufacture products or
provide services. Increased costs to our U.S. customers who use our
non-U.S. manufacturing sites and components may adversely impact
demand for our services and our results of operation and financial
condition. Additionally, international trade disputes may cause our
customers to decide to relocate the manufacturing of their products
to another location, either within country, or into a new
country. Relocations may require considerable management time
as well as expenses related to market, personnel and facilities
development before any significant revenue is generated, which may
negatively affect our margin. Furthermore, there can be no
assurance that all customer manufacturing needs can be met in
available locations within the desired timeframe, or at all, which
may cause us to lose business, which may negatively affect our
financial condition and results of operation.
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In particular, a
significant portion of our manufacturing, design, support and
storage operations are conducted in our facilities in China, and
revenues associated with our China operations are important to our
success. Therefore, our business, financial condition and results
of operations may be materially adversely affected by economic,
political, legal, regulatory, competitive and other factors in
China. International trade disputes with China could result in
tariffs and other measures that could adversely affect the
Company’s business. The Chinese economy differs from the economies
of most developed countries in many respects, including the level
of government involvement and control over economic growth. In
addition, our operations in China are governed by Chinese laws,
rules and regulations, some of which are relatively new. The
Chinese legal system continues to rapidly evolve, which may result
in uncertainties with respect to the interpretation and enforcement
of Chinese laws, rules and regulations that could have a material
adverse effect on our business. China experiences high turnover of
direct labor in the manufacturing sector due to the intensely
competitive and fluid market for labor, and the retention of
adequate labor is a challenge. If our labor turnover rates are
higher than we expect, or we otherwise fail to adequately manage
our labor needs, then our business and results of operations could
be adversely affected. We are also subject to risks associated with
our subsidiaries organized in China. For example, regulatory and
registration requirements and government approvals affect the
financing that we can provide to our subsidiaries. If we fail to
receive required registrations and approvals to fund our
subsidiaries organized in China, or if our ability to remit
currency out of China is limited, then our business and liquidity
could be adversely affected.
These factors may
harm our results of operations. Also, any measures that we may
implement to reduce risks of our international operations may not
be effective, may increase our expenses and may require significant
management time and effort. Entry into new international markets
requires considerable management time as well as start-up expenses
related to market, personnel and facilities development before any
significant revenue is generated. As a result, initial operations
in a new market may operate at low margins or may be
unprofitable.
Although we have
implemented policies and procedures designed to cause compliance
with the FCPA and similar laws, there can be no assurance that all
of our employees and agents, as well as those companies to which we
outsource certain of our business operations, will not take actions
in violation of our policies which could have a material adverse
effect on our operations.
We have on
occasion not achieved, and may not in the future achieve, expected
profitability from our acquisitions.
We have in the
past and will continue to seek and complete acquisitions. We cannot
assure you that we will be able to successfully integrate the
operations and management of our recent acquisitions. Similarly, we
cannot assure you that we will
be able to
identify future strategic acquisitions and adequately conduct due
diligence, consummate these potential acquisitions on favorable
terms, if at all, or if consummated, successfully integrate the
operations and management of future acquisitions. Acquisitions
involve significant risks, which could have a material adverse
effect on us including:
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Financial risks,
such as: (1) overpayment; (2) an increase in our expenses
and working capital requirements; (3) exposure to liabilities
of the acquired businesses, with contractually-based time and
monetary limitations on a seller’s obligation to indemnify us;
(4) integration costs or failure to achieve synergy targets;
(5) incurrence of additional debt; (6) valuation of
goodwill and other intangible assets; (7) possible adverse tax
and accounting effects; (8) the risk that we acquire
manufacturing facilities and assume significant contractual and
other obligations with no guaranteed levels of revenue;
(9) the risk that, in the future, we may have to close or sell
acquired facilities at our cost, which may include substantial
employee severance costs and asset write-offs, which have resulted,
and may result, in our incurring significant losses; and
(10) costs associated with environmental risks including
fines, remediation and clean-up.
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Operating risks,
such as: (1) the diversion of management’s attention and
resources to the integration of the acquired businesses and their
employees and to the management of expanding operations;
(2) the risk that the acquired businesses will fail to
maintain the quality of services that we have historically
provided; (3) the need to implement financial and other
systems and add management resources; (4) the need to maintain
customer, supplier or other favorable business relationships of
acquired operations and restructure or terminate unfavorable
relationships; (5) the potential for deficiencies in internal
controls of the acquired operations; (6) the inability to
attract and retain the employees necessary to support the acquired
businesses; (7) potential inexperience in a line of business
that is either new to us or that has become materially more
significant to us as a result of the transaction;
(8) unforeseen difficulties (including any unanticipated
liabilities) in the acquired operations; (9) the impact on us
of any unionized work force we may acquire or any labor disruptions
that might occur; (10) the possibility that the acquired
business’s past transactions or practices before our acquisition
may lead to future commercial or regulatory risks; (11) the
difficulty of presenting a unified corporate image; (12) the
possibility that we will have unutilized capacity due to our
acquisition activity; (13) when acquiring an operation from a
customer and continuing or entering into a supply arrangement, our
inability to meet the expectations of the customer as to volume,
product quality, timeliness and cost reductions.
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Although we
conduct what we believe to be a prudent level of due diligence
regarding the businesses we purchase, in light of the circumstances
of each transaction, an unavoidable level of risk remains regarding
the actual condition of these businesses. Until we actually assume
operating control of such businesses and their assets and
operations, we may not be able to ascertain the actual value or
understand the potential liabilities of the acquired entities and
their operations.
Most of our
acquisitions involve operations outside of the U.S., which are
subject to various risks including those described in “Risk Factors
– We derive a substantial majority of our revenue from our
international operations, which may be subject to a number of risks
and often require more management time and expense than our
domestic operations.”
We have acquired
and may continue to pursue the acquisition of manufacturing and
supply chain management operations from our customers (or potential
customers). In these acquisitions, the divesting company will
typically enter into a supply arrangement with the acquirer.
Therefore, our competitors often also pursue these acquisitions. In
addition, certain divesting companies may choose not to offer to
sell their operations to us because of our current supply
arrangements with other companies or may require terms and
conditions that may impact our profitability. If we are unable to
attract and consummate some of these acquisition opportunities at
favorable terms, our growth and profitability could be adversely
impacted.
We have expanded
the primary scope of our acquisitions strategy beyond focusing on
acquisition opportunities presented by companies divesting internal
manufacturing operations. As we continue to pursue acquisitions
that diversify our business into new industry sectors with new
customers and services, the amount and scope of the risks
associated may extend beyond those that we have traditionally faced
in making acquisitions. These risks include greater uncertainties
in the financial benefits and potential liabilities associated with
this expanded base of acquisitions.
We face
risks arising from the restructuring of our
operations.
Over the past
several years, we have undertaken initiatives to restructure our
business operations with the intention of improving utilization and
realizing cost savings. These initiatives have included changing
the number and location of our production facilities, largely to
align our capacity and infrastructure with current and anticipated
customer demand. The process of restructuring entails, among other
activities, moving production between facilities, transferring
programs from higher cost geographies to lower cost geographies,
closing facilities, reducing the level of staff, realigning our
business processes and reorganizing our management.
Restructurings
could adversely affect us, including a decrease in employee
morale, delays encountered in finalizing the scope of, and
implementing, the restructurings, failure to achieve
targeted cost savings, and failure to meet operational targets and
customer requirements due to the restructuring process. These risks
are further complicated by our extensive international operations,
which subject us to different legal and regulatory requirements
that govern the extent and speed of our ability to reduce our
manufacturing capacity and workforce.
Any delay in
the implementation of our information systems could disrupt our
operations and cause unanticipated increases in our
costs.
We are currently
in the process of completing the installation of an enterprise
resource planning system in certain of our manufacturing
facilities, which will replace the existing planning and financial
information systems. Any delay in the implementation of these
information systems could result in material adverse consequences,
including disruption of operations, loss of information and
unanticipated increases in costs.
Disruptions
to our information systems, including security breaches, losses of
data or outages, and other security issues, could adversely affect
our operations.
We rely on
information systems, some of which are owned and operated by third
parties, to store, process and transmit confidential information,
including financial reporting, inventory management, procurement,
invoicing and electronic communications, belonging to our
customers, our suppliers, our employees and/or us. We attempt to
monitor and mitigate our exposure and modify our systems when
warranted and we have implemented certain business continuity items
including data backups at alternative sites. Nevertheless, these
systems are vulnerable to, and at times have suffered from, among
other things, damage from power loss or natural disasters, computer
system and network failures, loss of telecommunication services,
physical and electronic loss of data, terrorist attacks, security
breaches, cyberattacks and computer viruses. We regularly face
attempts by others to access our information systems in an
unauthorized manner, to introduce malicious software to such
systems or both. The increased use of mobile technologies and the
internet of things can heighten these and other operational risks.
If we, or the third parties who own and operate certain of our
information systems, are unable to prevent such breaches, losses of
data and outages, our operations could be disrupted. Also, the time
and funds spent on monitoring and mitigating our exposure and
responding to breaches, including the training of employees, the
purchase of protective technologies and the hiring of additional
employees and consultants to assist in these efforts could
adversely affect our financial results. The increasing
sophistication of cyberattacks requires us to continually evaluate
the threat landscape and new technologies and processes intended to
detect and prevent these attacks. There can be no assurance that
the security measures and systems configurations we choose to
implement will be sufficient to protect the data we manage. Any
theft or misuse of information resulting from a security breach
could result in, among other things, loss of significant and/or
sensitive information, litigation by affected parties, financial
obligations resulting from such theft or misuse, higher insurance
premiums, governmental investigations, negative reactions from
current and potential future customers (including potential
negative financial ramifications under certain customer contract
provisions) and poor publicity and any of these could adversely
affect our financial results. In addition, we must comply with
increasingly complex regulations intended to protect business and
personal data in the U.S. and elsewhere. Compliance with these
regulations can be costly and any failure to comply could result in
legal and reputational risks as well as penalties, fines and
damages that could adversely affect our financial
results.
Regulatory Risks
We are
subject to extensive government regulations and industry standards
and the terms of complex contracts; a failure to comply with
current and future regulations and standards, or the terms of our
contractual arrangements, could have an adverse effect on our
business, customer relationships, reputation and
profitability.
We are subject to
extensive government regulation and industry standards relating to
the products we design and manufacture as well as how we conduct
our business, including regulations and standards relating to labor
and employment practices, workplace health and safety, the
environment, sourcing and import/export practices, the market
sectors we support, privacy and data protection, the regulations
that apply to government contracts, and many other facets of our
operations. The regulatory climate in the U.S. and other countries
has become increasingly complex and fragmented, and regulatory
activity has increased in recent periods. Failure or noncompliance
with such regulations or standards could have an adverse effect on
our reputation, customer relationships, profitability and results
of operations. In addition, we regularly enter into a large number
of complex contractual arrangements as well as operate pursuant to
the terms of a significant number of ongoing intricate contractual
arrangements. Our failure or our customers’ failure to comply with
the terms of such arrangements could expose us to claims or other
demands and could have an adverse effect on our reputation,
customer relationships, profitability and results of
operations.
If we
manufacture products containing design or manufacturing defects,
demand for our services may decline, our reputation may be damaged
and we may be subject to liability claims.
Our customers’
products and the manufacturing processes and design services that
we use to produce them often are highly complex. Defects in the
products we manufacture or design, whether caused by a design,
manufacturing or component failure or error, or deficiencies in our
manufacturing processes, may result in delayed shipments to
customers or reduced or canceled customer orders. If these defects
or deficiencies are significant, our business reputation may also
be damaged. The failure of the products that we manufacture or of
our manufacturing processes or facilities may subject us to
regulatory enforcement, fines or penalties and, in some cases,
require us to shut down, temporarily halt operations or incur
considerable expense to correct a manufacturing process or
facility. In addition, these defects may result in liability claims
against us, expose us to liability to pay for the recall or
remanufacture of a product or adversely affect product sales or our
reputation. Even if our customers are responsible for the defects
or defective specifications, they may not, or may not have
resources to, assume responsibility for any costs or liabilities
arising from these defects, which could expose us to additional
liability claims. Any of these actions could increase our expenses,
reduce our revenue or damage our reputation as a supplier to these
customers.
We may face
heightened liability risks specific to our medical device business
as a result of additional healthcare regulatory related compliance
requirements and the potential severe consequences (e.g., death or
serious injury) that could result from manufacturing defects or
malfunctions of the medical devices we manufacture or
design.
As a service
provider engaged in the business of designing and manufacturing
medical devices for our customers, we have compliance requirements
in addition to those relating to other industries we serve within
our business. We are required to register with the U.S. Food and
Drug Administration (“FDA”) and are subject to periodic inspection
by the FDA for compliance with the FDA’s Quality System Regulation
(“QSR”), including current Good Manufacturing Practices (cGMPs).
This regulation establishes requirements for manufacturers of
medical devices to implement design and process manufacturing
controls, quality control, labeling, handling and documentation
procedures. The FDA, through periodic inspections and post-market
surveillance, continuously and rigorously monitors compliance with
these QSR requirements and other applicable regulatory
requirements. If any FDA inspection reveals noncompliance, and we
do not address the FDA’s concerns to its satisfaction, the FDA may
elect to take enforcement action against us, including issuing
inspection observations or a notice of violation or a warning
letter, imposing fines, bringing an action against the Company and
its officers, requiring a recall of the products we manufactured,
issuing an import detention on products entering the U.S. from an
offshore facility or temporarily halting operations at or shutting
down a manufacturing facility.
Beyond the FDA,
our medical device business is also subject to applicable state and
foreign regulatory requirements. Within the European Union (“EU”),
we are required to fulfill certain internationally recognized
standards and must undergo periodic inspections to obtain and
maintain certifications to these standards. Continued noncompliance
to the EU regulations could stop the flow of products into the EU
from us or from our customers. In China, the Safe Food and Drug
Administration controls and regulates the manufacture and commerce
of healthcare products. We must comply with the regulatory laws
applicable to medical device manufactures or our ability to
manufacture products in China could be impacted. In Japan, the
Pharmaceutical Affairs Laws regulate the manufacture and commerce
of healthcare products. These regulations also require that
subcontractors manufacturing products intended for sale in Japan
register with authorities and submit to regulatory audits.
Other foreign countries where we operate have similar laws
regarding the regulation of medical device manufacturing. In the
event of any noncompliance with these requirements, interruption of
our operations and/or ability to allow commerce in these markets
could occur, which in turn could cause our reputation and business
to suffer.
Compliance
or the failure to comply with current and future environmental,
health and safety, product stewardship and producer responsibility
laws or regulations could cause us significant
expense.
We are subject to
a variety of federal, state, local and foreign environmental,
health and safety, product stewardship and producer responsibility
laws and regulations, including those arising from global pandemics
or relating to the use, generation, storage, discharge and disposal
of hazardous chemicals used during our manufacturing process, those
governing worker health and safety, those requiring design changes,
supply chain investigation or conformity assessments and those
relating to the recycling or reuse of products we manufacture. If
we fail to comply with any present or future regulations or timely
obtain any needed permits, we could become subject to liabilities,
and we could face fines or penalties, the suspension of production,
or prohibitions on sales of products we manufacture. In addition,
such regulations could restrict our ability to expand our
facilities or could require us to acquire costly equipment, or to
incur other significant expenses, including expenses associated
with the recall of any non-compliant product or with changes in our
operational, procurement and inventory management
activities.
Certain
environmental laws impose liability for the costs of investigation,
removal and remediation of hazardous or toxic substances on an
owner, occupier or operator of real estate, or on parties who
arranged for hazardous substance treatment or disposal, even if
such person or company was unaware of, or not responsible for,
contamination at the affected site. Soil and
groundwater
contamination may have occurred at or near, or may have arisen
from, some of our facilities. From time to time we investigate,
remediate and monitor soil and groundwater contamination at certain
of our operating sites. In certain instances where contamination
existed prior to our ownership or occupation of a site, landlords
or former owners have retained some contractual responsibility for
contamination and remediation. However, failure of such persons to
perform those obligations could result in us being required to
address such contamination. As a result, we may incur clean-up
costs in such potential removal or remediation efforts. In other
instances, we may be responsible for clean-up costs and other
liabilities, including the possibility of claims due to health
risks by both employees and non-employees, as well as other
third-party claims in connection with contaminated
sites.
In addition,
there is an increasing governmental focus around the world on
global warming and environmental impact issues, which may result in
new environmental, health and safety regulations that may affect
us, our suppliers and our customers. This could cause us to incur
additional direct costs for compliance, as well as increased
indirect costs resulting from our customers, suppliers or both
incurring additional compliance costs that get passed on to us.
These costs may adversely impact our operations and financial
condition.
We have limited
insurance coverage for potential environmental liabilities
associated with current operations and we do not anticipate
increasing such coverage in the future.
Our
manufacturing, production and design processes and services may
result in exposure to intellectual property infringement and other
claims.
Providing
manufacturing services can expose us to potential claims that
products, designs or manufacturing processes we use infringe third
party intellectual property rights. Even though many of our
manufacturing services contracts require our customers to indemnify
us for infringement claims relating to their products, including
associated product specifications and designs, a particular
customer may not, or may not have the resources to, assume
responsibility for such claims. In addition, we may be responsible
for claims that our manufacturing processes or components used in
manufacturing infringe third party intellectual property rights.
Providing turnkey design solutions, and design and other services
can expose us to different or greater potential liabilities than
those we face providing just manufacturing services, including an
increase in exposure to potential claims that products we design or
supply, or materials or components we use, infringe third party
intellectual property rights. Infringement claims could subject us
to significant liability for damages, potential injunctive action,
or hamper our normal operations such as by interfering with the
availability of components. Regardless of the merits of any such
claim, it could be time-consuming and expensive to resolve, and
have a material adverse effect on our results of operations and
financial position. In the event of such a claim, we may spend
significant amounts of money and effort to develop non-infringing
alternatives or obtain and maintain licenses. We may not be
successful in developing such alternatives or obtaining and
maintaining such licenses on reasonable terms or at all. Our
customers may be required to or decide to discontinue products that
are alleged to be infringing, and such discontinuance may result in
a significant decrease in our business and/or could have a material
adverse effect on our results of operations and financial position.
These risks may be heightened in connection with our customer
relationships with emerging companies.
Components we
purchase, products we design and/or manufacture and/or services we
provide may infringe the intellectual property rights of third
parties, some of whom may hold key intellectual property rights in
areas in which we operate. Our customers or suppliers could also
become subject to infringement claims. Patent clearance or
licensing activities, if any, may be inadequate to anticipate and
avoid third party claims. Additionally, customers for our services
in which we have significant technology contributions, typically
require that we indemnify them against the risk of intellectual
property infringement. If any claims are brought against our
customers, our suppliers or us for such infringement, regardless of
their merits, we could be required to expend significant resources
in the defense or settlement of such claims, or in the defense or
settlement of related indemnification claims. In the event of a
claim, we may be required to spend significant amounts of money and
effort to develop non-infringing alternatives or obtain and
maintain licenses. We may not be successful in developing such
alternatives or obtaining or maintaining such licenses on
reasonable terms or at all. We, our suppliers or our customers may
be required to or decide to discontinue products, and such
discontinuance may result in a significant decrease in our
business, and could have a material adverse effect on our results
of operations and financial position.
The success
of certain aspects of our business depends in part on our ability
to obtain, protect and leverage intellectual property
rights.
In certain
circumstances, we strive to obtain and protect certain intellectual
property rights related to solutions, designs, processes and
products that we create. We believe that obtaining a significant
level of protected proprietary technology may give us a competitive
advantage. In addition to selectively relying on patent rights, we
rely on unpatented proprietary know-how and trade secrets, and
employ various methods, including non-disclosure agreements with
our customers, employees and suppliers and our internal security
systems, policies and procedures to protect our know-how and trade
secrets. However, we
cannot be certain
the measures we employ will result in protected intellectual
property rights or will result in the prevention of unauthorized
use of our technology. If we are unable to obtain and protect
intellectual property rights embodied within our solutions,
designs, processes and products, this could reduce or eliminate
competitive advantages of our proprietary technology, which would
harm our business and could have a material adverse effect on our
results of operations and financial position.
Even if we take
steps to protect certain intellectual property rights, these
mechanisms may not afford complete or sufficient protection, and
misappropriation may still occur. Further, there can be no
assurance that we will be able to acquire or enforce our patent or
other rights, if any, and that others will not independently
develop similar know-how and trade secrets, or develop better
solutions, designs, processes and products than us. We have not
historically sought patent protection for many of our proprietary
processes, designs or other patentable intellectual property.
Further, we may not be able to prevent current and former
employees, contractors and other parties from breaching
non-disclosure agreements and misappropriating proprietary
information. If any of the foregoing occur, it could impair our
ability to compete with others in our industry, result in a
significant decrease in our business and/or could have material
adverse effect on our results of operations and financial
position.
Financial Risks
Exposure to
financially troubled customers or suppliers may adversely affect
our financial results.
We provide
manufacturing services to companies and industries that have in the
past, and may in the future, experience financial difficulty. If
our customers experience financial difficulty, we could have
difficulty recovering amounts owed to us from these customers, or
demand for our products from these customers could decline.
Additionally, if our suppliers experience financial difficulty, we
could have difficulty sourcing supplies necessary to fulfill
production requirements. If one or more of our customers were to
become insolvent or otherwise were unable to pay for the services
provided by us on a timely basis, or at all, our operating results
and financial condition could be adversely affected. Such adverse
effects could include one or more of the following: an increase in
our provision for doubtful accounts, a charge for inventory
writeoffs, an impairment of contract assets, a reduction in
revenue, and an increase in our working capital requirements due to
higher inventory levels and increases in days our accounts
receivable are outstanding. In addition, because we securitize
certain of our accounts receivable, our securitization programs
could be negatively affected by customer financial difficulty
affecting the recovery of a significant amount of
receivables.
When
financial markets experience significant turmoil, the financial
arrangements we may need to enter into, refinance or repay and our
customers may be adversely affected.
Credit market
turmoil could negatively impact the counterparties and lenders to
our forward foreign exchange contracts, trade accounts receivable
securitization and sale programs, unsecured credit and term loan
facilities, commercial paper program, various foreign subsidiary
credit facilities and other debt facilities. These potential
negative impacts could limit our ability to borrow under these
financing agreements, contracts, facilities and programs or renew
or obtain future additional financing. Credit market turmoil could
also negatively impact certain of our customers and certain of
their respective customers, which could cause them to reduce or
cancel their orders and have a negative effect on our results of
operations.
We can offer no
assurance under the uncommitted trade accounts receivable sales
programs that if we attempt to sell receivables through such
programs in the future that we will receive funding from the
associated banks, which would require us to utilize other available
sources of liquidity, including our revolving credit
facilities.
We are
subject to the risk of increased taxes.
We base our tax
position upon the anticipated nature and conduct of our business
and upon our understanding of the tax laws of the various countries
in which we have assets or conduct activities. Our tax position,
however, is subject to review and possible challenge by taxing
authorities and to possible changes in law (including adverse
changes to the manner in which the U.S. and other countries tax
multinational companies or interpret their tax laws). We cannot
determine in advance the extent to which some jurisdictions may
assess additional tax or interest and penalties on such additional
taxes. In addition, our effective tax rate may be increased by
changes in the mix of earnings between jurisdictions, changes in
the valuation of deferred tax assets and liabilities, changes in
our cash management strategies, changes in local tax rates or
countries adopting more aggressive interpretations of tax laws, or
other legislative changes, including the Tax Cuts and Jobs Act of
2017 (“Tax Act”).
Several countries
in which we are located allow for tax incentives to attract and
retain business. We have obtained incentives where available and
practicable. Our taxes could increase if certain tax incentives are
retracted, which could occur if we are unable to satisfy the
conditions on which such incentives are based, if they are not
renewed upon expiration, or if tax rates applicable to us in such
jurisdictions otherwise increase. Due to the possibility of changes
in existing tax law and our
operations, we
are unable to predict how any expirations will impact us in the
future. In addition, acquisitions may cause our effective tax rate
to increase, depending on the jurisdictions in which the acquired
operations are located.
Certain of our
subsidiaries provide financing, products and services to, and may
undertake certain significant transactions with, other subsidiaries
in different jurisdictions. Several jurisdictions in which we
operate have tax laws with detailed transfer pricing rules that
require that all transactions with non-resident related parties be
priced using arm’s length pricing principles, and that
contemporaneous documentation must exist to support such pricing.
There is a risk that the taxing authorities may not deem our
transfer pricing documentation acceptable. In addition, the
Organization for Economic Cooperation and Development continues to
issue guidelines and proposals related to Base Erosion and Profit
Shifting which may result in legislative changes that could reshape
international tax rules in numerous countries and negatively impact
our effective tax rate.
Our credit
rating may be downgraded.
Our credit is and
certain of our financial instruments and our commercial paper are
rated by credit rating agencies. Any potential future negative
change in our credit ratings may make it more expensive for us to
raise additional capital on terms that are acceptable to us, if at
all; negatively impact the price of our common stock; increase our
interest payments under existing debt agreements; cause us to lose
the ability to utilize our commercial paper program; and have other
negative implications on our business, many of which are beyond our
control. In addition, the interest rate payable under the Credit
Facility (as such terms are defined in Note 7 – “Notes Payable and
Long-Term Debt” to the Consolidated Financial Statements) is
subject to adjustment from time to time if our credit ratings
change. Thus, any potential future negative change in our credit
rating may increase the interest rate payable on the Credit
Facility and certain of our other borrowings.
Our amount
of debt could significantly increase in the future.
The Company has a
number of debt facilities. Refer to “Management’s Discussion and
Analysis of Financial Condition and Results of Operations –
Liquidity and Capital Resources” and Note 7 – “Notes Payable and
Long-Term Debt” to the Consolidated Financial Statements for
further details.
Should we desire
to consummate significant additional acquisition opportunities,
undertake significant additional expansion activities, or make
substantial investments in our infrastructure or in support of
customer opportunities, our capital needs would increase and could
result in our need to increase available borrowings under our
revolving credit facilities or access public or private debt and
equity markets. There can be no assurance, however, that we would
be successful in raising additional debt or equity on terms that we
would consider acceptable. An increase in the level of our
indebtedness, among other things, could:
|
|
•
|
make it difficult
for us to obtain any necessary financing in the future for other
acquisitions, working capital, capital expenditures, debt service
requirements or other purposes;
|
|
|
•
|
limit our
flexibility in planning for, or reacting to changes in, our
business;
|
|
|
•
|
make us more
vulnerable in the event of a downturn in our business;
and
|
|
|
•
|
impact certain
financial covenants that we are subject to in connection with our
debt and asset-backed securitization programs.
|
There can be no
assurance that we will be able to meet future debt service
obligations.
An adverse
change in the interest rates for our borrowings could adversely
affect our financial condition.
We pay interest
on outstanding borrowings under our revolving credit facilities and
certain other long term debt obligations at interest rates that
fluctuate based upon changes in various base interest rates. An
adverse change in the base rates upon which our interest rates are
determined could have a material adverse effect on our financial
position, results of operations and cash flows. If certain economic
or fiscal issues occur, interest rates could rise, which would
increase our interest costs and reduce our net income. Also,
increased interest rates could make any future fixed interest rate
debt obligations more expensive.
In addition, the
U. K.’s Financial Conduct Authority, which regulates LIBOR,
announced that it intends to phase out LIBOR by the end of 2021.
The alternative reference rates for U.S. dollar LIBOR and other
currencies have been announced. At this time, we cannot predict how
markets will respond to these proposed alternative rates or the
effect of any changes to LIBOR or the discontinuation of LIBOR. If
LIBOR is no longer available or if our lenders have increased costs
due to changes in LIBOR, we may experience potential increases in
interest rates on our variable rate debt, which could adversely
impact our interest expense, results of operations and cash
flows.
We are
subject to risks of currency fluctuations and related hedging
operations.
Although a
significant number of our operations are located outside the United
States, the majority of our business is conducted in U.S. dollars.
Changes in exchange rates will affect our net revenue, cost of
sales, operating margins and net income. We cannot predict the
impact of future exchange rate fluctuations. We use financial
instruments, primarily forward contracts, to hedge our exposure to
exchange rate fluctuations. We believe that our hedging activities
enable us to largely protect ourselves from future exchange rate
fluctuations. If, however, these hedging activities are not
successful, if the counterparties to these hedging activities
default on their obligations to us or if we change or reduce these
hedging activities in the future, we may experience significant
unexpected expenses from fluctuations in exchange rates. In
addition, certain countries in which we operate have adopted, or
may adopt, currency controls requiring that local transactions be
settled only in local currency. Such controls could require us to
hedge larger amounts of local currency than we have in the
past.
Energy price
increases may negatively impact our results of
operations.
Certain of the
components that we use in our manufacturing activities are
petroleum-based. In addition, we, along with our suppliers and
customers, rely on various energy sources (including oil) in our
facilities and transportation activities. An increase in energy
prices, which have been volatile historically, could cause an
increase in our raw material costs and transportation costs. In
addition, increased transportation costs of certain of our
suppliers and customers could be passed along to us. We may not be
able to increase our product prices enough to offset these
increased costs. In addition, any increase in our product prices
may reduce our future customer orders and
profitability.
An
impairment in the value of our assets would reduce the value of our
assets and reduce our net income in the year in which the write-off
occurs.
We have recorded
intangible assets, including goodwill, in connection with business
acquisitions. We perform a goodwill impairment analysis on an
annual basis and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. If the
carrying amount of the reporting unit exceeds its fair value,
goodwill is considered impaired. Refer to note 6 to the
consolidated financial statements for further discussion of the
impairment testing of goodwill and identifiable intangible assets.
A decline in general economic conditions or global equity
valuations could impact the judgments and assumptions about the
fair value of our businesses and we could be required to record
impairment charges on our goodwill or other identifiable intangible
assets in the future, which could impact our consolidated balance
sheet, as well as our consolidated statement of
operations.
General Risk Factors
Changes in
financial accounting standards or policies have affected, and in
the future may affect, our reported financial condition or results
of operations.
We prepare our
financial statements in conformity with U.S. GAAP. These
principles are subject to interpretation by the Financial
Accounting Standards Board (FASB), the American Institute of
Certified Public Accountants, the SEC and various bodies formed to
interpret and create appropriate accounting policies. A change in
these policies can have a significant effect on our reported
results and may affect our reporting of transactions that are
completed before a change is announced. Changes to those rules or
questions as to how we interpret or implement them may have a
material adverse effect on our reported financial results or on the
way we conduct business. For example, significant changes to
revenue recognition rules have been adopted and first applied to us
in fiscal year 2019.
We are
subject to risks associated with natural disasters, climate change
and global events.
Our operations
and those of our customers and suppliers may be subject to natural
disasters, climate change-related events, or other business
disruptions, which could seriously harm our results of operation
and increase our costs and expenses. We are susceptible to losses
and interruptions caused by hurricanes (including in Florida, where
our headquarters are located), earthquakes, power shortages,
telecommunications failures, water or other natural resource
shortages, tsunamis, floods, typhoons, drought, fire, extreme
weather conditions, rising sea level, geopolitical events such as
direct or indirect terrorist acts or acts of war, other natural or
manmade disasters, boycotts and sanctions or widespread criminal
activities. Such events could make it difficult or impossible to
manufacture or to deliver products to our customers, receive
production materials from our suppliers, or perform critical
functions, which could adversely affect our business globally or in
certain regions. While we maintain similar manufacturing capacities
at different locations and coordinate multi-source supplier
programs on many of our materials, which we believe better enables
us to respond to these types of events, we cannot be sure that our
plans will fully protect us from all such disruptions. Our
insurance coverage with respect to natural disasters is limited and
is subject to deductibles and coverage limits. Such coverage may
not be adequate, or may not continue to be available at
commercially reasonable rates and terms.
While we
manufacture our products in a large number of diversified
facilities and maintain insurance covering our facilities,
including business interruption insurance, a catastrophic loss of
the use of all or a portion of one of our key manufacturing
facilities due to accident, labor issues, weather conditions,
natural disaster or otherwise, whether short- or long-term, could
have a material adverse effect on us.
Item 1B.
Unresolved Staff Comments
There are no
unresolved written comments from the SEC staff regarding our
periodic or current reports.
Item 2.
Properties
We own or lease
facilities located primarily in the geographies listed below. We
believe that our properties are generally in good condition, are
well maintained and are generally suitable and adequate to carry
out our business at expected capacity for the foreseeable future.
The majority of the square footage is active manufacturing space
and are reported in both the EMS and DMS operating segments, as
both use these properties. Our corporate headquarters is located in
St. Petersburg, Florida.
The table below
lists the approximate square footage for our facilities as
of August 31, 2020
(in
thousands):
|
|
|
|
Location
|
Approximate
Square
Footage
|
Asia
|
33,161
|
|
Americas
|
15,645
|
|
Europe
|
5,052
|
|
Total as of August 31,
2020 (1)(2)
|
53,858
|
|
|
|
(1)
|
Approximately
14%
of our total
square footage is not currently used in business
operations.
|
|
|
(2)
|
Consists
of 18.2
million square feet in facilities
that we own with the remaining 35.7 million
square feet in
leased facilities.
|
Our manufacturing
facilities are ISO certified to ISO 9001:2008 standards and most
are also certified to ISO-14001:2004 environmental
standards.
Item 3.
Legal Proceedings
We are party to
certain lawsuits in the ordinary course of business. We do not
believe that these proceedings, individually or in the aggregate,
will have a material adverse effect on our financial position,
results of operations or cash flows.
Item 4.
Mine Safety Disclosures
Not
applicable.
PART
II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Market
Information and Dividends
Our common stock
trades on the New York Stock Exchange under the symbol “JBL.” See
discussion of our cash dividends declared to common shareholders in
Note 12 - “Stockholders’ Equity” to
the Consolidated Financial Statements.
We expect to
continue to declare and pay quarterly dividends of an amount
similar to our past declarations. However, the declaration and
payment of future dividends are discretionary and will be subject
to determination by our Board of Directors each quarter following
its review of our financial performance and global economic
conditions.
On
October 14,
2020, the
closing sales price for our common stock as reported on the New
York Stock Exchange was $35.63. As of October 14,
2020,
there were 1,266 holders of record of our
common stock. A substantially greater number of holders of our
common stock are “street name” or beneficial holders, whose shares
are held of record by banks, brokers, and other financial
institutions.
Information
regarding equity compensation plans is incorporated by reference to
the information set forth in Item 12 of Part III of this
report.
Stock
Performance Graph
The performance
graph and table show a comparison of cumulative total stockholder
return, assuming the reinvestment of dividends, from a $100
investment in the common stock of Jabil over the five-year period
ending August 31,
2020, with
the cumulative stockholder return of the (1) S&P MidCap
400 Index and (2) peer group which includes Celestica Inc.,
Catcher Technology Co., Ltd, Flex Ltd., Hon-Hai Precision Industry
Co. Ltd, Plexus Corp., and Sanmina Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
Jabil Inc.
|
$
|
100
|
|
|
$
|
111
|
|
|
$
|
167
|
|
|
$
|
159
|
|
|
$
|
157
|
|
|
$
|
188
|
|
S&P MidCap 400 Index –
Total Returns
|
100
|
|
|
112
|
|
|
126
|
|
|
151
|
|
|
142
|
|
|
148
|
|
Peer Group
|
100
|
|
|
104
|
|
|
165
|
|
|
125
|
|
|
94
|
|
|
107
|
|
Issuer
Purchases of Equity Securities
The following
table provides information relating to our repurchase of common
stock during the three months ended August 31,
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
Total Number
of
Shares
Purchased(1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Program(2)
|
|
Approximate
Dollar Value of Shares that May
Yet Be Purchased Under the Program
(in
thousands)(2)
|
June 1, 2020 - June 30,
2020
|
80,750
|
|
|
$
|
31.52
|
|
|
80,750
|
|
|
$
|
408,525
|
|
July 1, 2020 - July 31,
2020
|
457,212
|
|
|
$
|
32.23
|
|
|
455,893
|
|
|
$
|
393,829
|
|
August 1, 2020 - August 31,
2020
|
223,628
|
|
|
$
|
34.67
|
|
|
223,628
|
|
|
$
|
386,076
|
|
Total
|
761,590
|
|
|
$
|
32.87
|
|
|
760,271
|
|
|
|
|
|
(1)
|
The purchases
include amounts that are attributable to 1,319 shares surrendered
to us by employees to satisfy, in connection with the vesting of
restricted stock units and the exercise of stock options and stock
appreciation rights, their tax withholding
obligations.
|
|
|
(2)
|
In September
2019, our Board of Directors authorized the repurchase of up to
$600.0 million of our common stock as publicly announced in a press
release on September 24, 2019 (the “2020 Share Repurchase
Program”).
|
Item 6.
Selected Financial Data
The following
selected data is derived from our Consolidated Financial
Statements. This data should be read in conjunction with the
Consolidated Financial Statements and notes thereto incorporated
into Item 8, “Financial Statements and Supplementary Data” and
with Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
(in
thousands, except for per share data)
|
Consolidated
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
Net revenue
|
$
|
27,266,438
|
|
|
$
|
25,282,320
|
|
|
$
|
22,095,416
|
|
|
$
|
19,063,121
|
|
|
$
|
18,353,086
|
|
Operating income
|
499,846
|
|
|
701,356
|
|
|
542,153
|
|
|
410,230
|
|
|
522,833
|
|
Income before income
tax
|
260,738
|
|
|
450,704
|
|
|
373,401
|
|
|
256,233
|
|
|
387,045
|
|
Net income
|
56,779
|
|
|
289,474
|
|
|
87,541
|
|
|
127,167
|
|
|
254,896
|
|
Net income attributable to
Jabil Inc.
|
$
|
53,912
|
|
|
$
|
287,111
|
|
|
$
|
86,330
|
|
|
$
|
129,090
|
|
|
$
|
254,095
|
|
Earnings per
share attributable to the stockholders of Jabil Inc.:
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.36
|
|
|
$
|
1.85
|
|
|
$
|
0.50
|
|
|
$
|
0.71
|
|
|
$
|
1.33
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
1.81
|
|
|
$
|
0.49
|
|
|
$
|
0.69
|
|
|
$
|
1.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
(in
thousands)
|
Consolidated
Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
Working
capital(1)
|
$
|
75,402
|
|
|
$
|
(187,020
|
)
|
|
$
|
319,050
|
|
|
$
|
(243,910
|
)
|
|
$
|
280,325
|
|
Total assets
|
$
|
14,397,416
|
|
|
$
|
12,970,475
|
|
|
$
|
12,045,641
|
|
|
$
|
11,095,995
|
|
|
$
|
10,322,677
|
|
Current
installments of notes payable and long-term debt
|
$
|
50,194
|
|
|
$
|
375,181
|
|
|
$
|
25,197
|
|
|
$
|
444,255
|
|
|
$
|
44,689
|
|
Notes payable and
long-term debt, less current installments
|
$
|
2,678,288
|
|
|
$
|
2,121,284
|
|
|
$
|
2,493,502
|
|
|
$
|
1,606,017
|
|
|
$
|
2,046,655
|
|
Total Jabil Inc.
stockholders’ equity
|
$
|
1,811,384
|
|
|
$
|
1,887,443
|
|
|
$
|
1,950,257
|
|
|
$
|
2,353,514
|
|
|
$
|
2,438,171
|
|
Common stock shares
outstanding
|
150,330
|
|
|
153,520
|
|
|
164,588
|
|
|
177,728
|
|
|
186,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
(in
thousands)
|
Consolidated
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
|
|
|
Acquisition of
property, plant and equipment
|
$
|
(983,035
|
)
|
|
$
|
(1,005,480
|
)
|
|
$
|
(1,036,651
|
)
|
|
$
|
(716,485
|
)
|
|
$
|
(924,239
|
)
|
Proceeds and
advances from sale of property, plant and equipment
|
$
|
186,655
|
|
|
$
|
218,708
|
|
|
$
|
350,291
|
|
|
$
|
175,000
|
|
|
$
|
26,031
|
|
Financing
activities:
|
|
|
|
|
|
|
|
|
|
Payments to
acquire treasury stock
|
$
|
(214,510
|
)
|
|
$
|
(350,323
|
)
|
|
$
|
(450,319
|
)
|
|
$
|
(306,640
|
)
|
|
$
|
(148,340
|
)
|
|
|
(1)
|
Working capital
is defined as current assets minus current
liabilities.
|
Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
Overview
We are one of the
leading providers of worldwide manufacturing services and
solutions. We provide comprehensive electronics design, production
and product management services to companies in various industries
and end markets. We derive substantially all of our revenue from
production and product management services (collectively referred
to as “manufacturing services”), which encompass the act of
producing tangible components that are built to customer
specifications and are then provided to the customer.
We have two
reporting segments: Electronics Manufacturing Services (“EMS”) and
Diversified Manufacturing Services (“DMS”), which are organized
based on the economic profiles of the services performed, including
manufacturing capabilities, market strategy, margins, return on
capital and risk profiles. Our EMS segment is focused around
leveraging IT, supply chain design and engineering, technologies
largely centered on core electronics, utilizing our large-scale
manufacturing infrastructure and our ability to serve a broad range
of end markets. Our EMS segment includes customers primarily in the
automotive and transportation, capital equipment, cloud, networking
and storage, defense and aerospace, industrial and energy, print
and retail, and smart home and appliances industries. Our DMS
segment is focused on providing engineering solutions, with an
emphasis on material sciences, technologies and healthcare. Our DMS
segment includes customers primarily in the connected devices,
healthcare, mobility and packaging industries.
As of September
1, 2020, certain customers have been realigned within our operating
segments. Our operating segments, which are the reporting segments,
continue to consist of the DMS and EMS segments. Beginning in
fiscal year 2021, customers within the automotive and
transportation and smart home and appliances industries will be
presented within the DMS segment.
Our cost of
revenue includes the cost of electronic components and other
materials that comprise the products we manufacture; the cost of
labor and manufacturing overhead; and adjustments for excess and
obsolete inventory. As a provider of turnkey manufacturing
services, we are responsible for procuring components and other
materials. This requires us to commit significant working capital
to our operations and to manage the purchasing, receiving,
inspecting and stocking of materials. Although we bear the risk of
fluctuations in the cost of materials and excess scrap, our ability
to purchase components and materials efficiently may contribute
significantly to our operating results. While we periodically
negotiate cost of materials adjustments with our customers, rising
component and material prices may negatively affect our margins.
Net revenue from each product that we manufacture consists of an
element based on the costs of materials in that product and an
element based on the labor and manufacturing overhead costs
allocated to that product. Our gross margin for any product depends
on the mix between the cost of materials in the product and the
cost of labor and manufacturing overhead allocated to the
product.
Our operating
results are impacted by the level of capacity utilization of
manufacturing facilities; indirect labor costs; and selling,
general and administrative expenses. Operating income margins have
generally improved during periods of high production volume and
high capacity utilization. During periods of low production volume,
we generally have reduced operating income margins.
We monitor the
current economic environment and its potential impact on both the
customers we serve as well as our end markets and closely manage
our costs and capital resources so that we can try to respond
appropriately as circumstances change.
We have
consistently utilized advanced circuit design, production design
and manufacturing technologies to meet the needs of our customers.
To support this effort, our engineering staff focuses on developing
and refining design and manufacturing technologies to meet specific
needs of specific customers. Most of the expenses associated with
these customer-specific efforts are reflected in our cost of
revenue. In addition, our engineers engage in research and
development (“R&D”) of new technologies that apply generally to
our operations. The expenses of these R&D activities are
reflected in the research and development line item within our
Consolidated Statement of Operations.
An important
element of our strategy is the expansion of our global production
facilities. The majority of our revenue and materials costs
worldwide are denominated in U.S. dollars, while our labor and
utility costs in operations outside the U.S. are denominated in
local currencies. We economically hedge certain of these local
currency costs, based on our evaluation of the potential exposure
as compared to the cost of the hedge, through the purchase of
foreign currency exchange contracts. Changes in the fair market
value of such hedging instruments are reflected within the
Consolidated Statement of Operations and the Consolidated Statement
of Comprehensive Income.
See Note
13
– “Concentration
of Risk and Segment Data” to the Consolidated Financial
Statements.
COVID-19
The COVID-19
pandemic, which began to impact us in January 2020, has continued
to affect our business and the businesses of our customers and
suppliers into our fiscal fourth quarter. Travel and business
operation restrictions arising from virus containment efforts of
governments around the world have continued to impact our
operations in Asia, Europe and the Americas. With the exception of
certain jurisdictions, essential activity exceptions from these
restrictions have allowed us to continue to operate. Nevertheless,
virus containment efforts during the fiscal year ended
August 31, 2020, led to a disruption in operations and certain
facility or intermittent business closures in areas such as China,
Malaysia, India, Mexico and California, which resulted in
additional direct costs and a reduction in revenue in certain end
markets.
Our first
priority has been the health and safety of our employees and so we
have incurred additional costs in order to procure the necessary
equipment, including face masks, thermometers, hand sanitizers and
personal protection equipment, to keep our employees safe. We have
implemented risk-mitigation activities including travel
restrictions, social distancing practices, additional cleaning
procedures within our facilities, contact tracing, COVID-19
testing, restricting the number of visitors to our sites and
requiring employees and visitors to have their temperatures taken
and wear masks when they are at our sites. During the fiscal year
ended August 31, 2020, we incurred approximately $141.9
million in direct costs associated with the COVID-19 outbreak,
primarily due to incremental and idle labor costs leading to a
reduction in factory utilization as a result of the travel
disruptions and governmental restrictions and the procurement of
personal protection equipment for our employees globally. This
increase in costs was partially offset by governmental subsidies,
such as lower payroll taxes or social insurance in certain
countries, related to COVID-19 incentives.
Additionally,
certain of the Company’s suppliers were similarly impacted by the
COVID-19 pandemic, leading to supply chain constraints, including
difficulty sourcing materials necessary to fulfill customer
production requirements and challenges in transporting completed
products to our end customers.
We have
implemented efforts across the organization to enhance our
financial position, increase liquidity and reduce costs. During the
fiscal year ended August 31, 2020, we added incremental
short-term committed revolving credit agreements of $625.0 million.
We also issued $600.0 million of 10-year Senior Notes in July 2020,
which was used to: (i) pay $400.0 million of Senior Notes due in
December 2020 and (ii) increase our cash on hand.
In addition, we
have taken aggressive steps to reduce expenses, including
suspending base salary increases for Fiscal Year 2021. Our Chief
Executive Officer, Chief Financial Officer and other executive vice
presidents will reduce their base salaries by 25% from June 1, 2020
through November 30, 2020 and will forego any bonus that would
otherwise be due to them under Jabil’s Fiscal Year 2020 short-term
incentive program. Members of Jabil’s Board of Directors will also
reduce by 25% their annual cash retainers that would otherwise be
payable during the period from June 1, 2020 through
November 30, 2020.
In order to
further decrease operating expenses and better align with the needs
of the business, we have reduced our worldwide workforce and
implemented voluntary early retirement programs. In connection with
reducing our worldwide workforce, we incurred $56.6 million of
severance and benefit costs during the fiscal year ended
August 31, 2020. Following this reduction in headcount, we
expect annual savings beginning in Fiscal Year 2021 of
approximately $40.0 million to $50.0 million. We continue to focus
on prioritizing spending related to future business.
We do not expect
any material impairments or adjustments to the fair value of our
assets as a result of the COVID-19 pandemic. In addition, we
completed our annual impairment test for goodwill and
indefinite-lived intangible assets during the fourth quarter of
fiscal year 2020 and determined there was no impairment of our
goodwill, intangible assets or long-lived assets.
Our performance
is subject to global economic conditions, as well as their impacts
on levels of consumer spending and the production of goods. These
current conditions are significantly impacted by COVID-19, have had
a negative impact on our results of operations during the fiscal
year ended August 31, 2020 and will continue to have a
negative impact on our operations over the next fiscal year and
likely beyond.
Summary of
Results
The following
table sets forth, for the periods indicated, certain key operating
results and other financial information (in thousands, except per
share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
2020
|
|
2019
|
|
2018
|
Net revenue
|
$
|
27,266,438
|
|
|
$
|
25,282,320
|
|
|
$
|
22,095,416
|
|
Gross profit
|
$
|
1,930,813
|
|
|
$
|
1,913,401
|
|
|
$
|
1,706,792
|
|
Operating income
|
$
|
499,846
|
|
|
$
|
701,356
|
|
|
$
|
542,153
|
|
Net income attributable to
Jabil Inc.
|
$
|
53,912
|
|
|
$
|
287,111
|
|
|
$
|
86,330
|
|
Earnings per share –
basic
|
$
|
0.36
|
|
|
$
|
1.85
|
|
|
$
|
0.50
|
|
Earnings per share –
diluted
|
$
|
0.35
|
|
|
$
|
1.81
|
|
|
$
|
0.49
|
|
Key
Performance Indicators
Management
regularly reviews financial and non-financial performance
indicators to assess the Company’s operating results. Changes in
our operating assets and liabilities are largely affected by our
working capital requirements, which are dependent on the effective
management of our sales cycle as well as timing of payments. Our
sales cycle measures how quickly we can convert our manufacturing
services into cash through sales. We believe the metrics set forth
below are useful to investors in measuring our liquidity as future
liquidity needs will depend on fluctuations in levels of inventory,
accounts receivable and accounts payable.
The following
table sets forth, for the quarterly periods indicated, certain of
management’s key financial performance indicators:
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
August 31,
2020
|
|
May 31,
2020
|
|
February 29,
2020
|
|
November 30,
2019
|
Sales
cycle(1)
|
16 days
|
|
27 days
|
|
30 days
|
|
23 days
|
Inventory turns
(annualized)(2)
|
6 turns
|
|
5 turns
|
|
5 turns
|
|
6 turns
|
Days in accounts
receivable(3)
|
35 days
|
|
37 days
|
|
34 days
|
|
43 days
|
Days in
inventory(4)
|
56 days
|
|
67 days
|
|
70 days
|
|
57 days
|
Days in accounts
payable(5)
|
75 days
|
|
77 days
|
|
74 days
|
|
77 days
|
|
Three Months
Ended
|
|
August 31,
2019
|
|
May 31,
2019
|
|
February 28,
2019
|
|
November 30,
2018
|
Sales
cycle(1)
|
19 days
|
|
27 days
|
|
25 days
|
|
16 days
|
Inventory turns
(annualized)(2)
|
6 turns
|
|
6 turns
|
|
6 turns
|
|
6 turns
|
Days in accounts
receivable(3)
|
38 days
|
|
39 days
|
|
38 days
|
|
38 days
|
Days in
inventory(4)
|
58 days
|
|
64 days
|
|
65 days
|
|
60 days
|
Days in accounts
payable(5)
|
77 days
|
|
76 days
|
|
78 days
|
|
82 days
|
|
|
(1)
|
The sales cycle
is calculated as the sum of days in accounts receivable and days in
inventory, less the days in accounts payable; accordingly, the
variance in the sales cycle quarter over quarter is a direct result
of changes in these indicators.
|
|
|
(2)
|
Inventory turns
(annualized) are calculated as 360 days divided by days in
inventory.
|
|
|
(3)
|
Days in accounts
receivable is calculated as accounts receivable, net, divided by
net revenue multiplied by 90 days. During the three months ended
May 31, 2020 and November 30, 2019, the increase in days in
accounts receivable from the prior sequential quarter was primarily
due to an increase in accounts receivable, primarily driven by
higher sales and timing of collections. During the three months
ended February 29, 2020, the decrease in days in accounts
receivable from the prior sequential quarter is primarily driven by
lower sales and the timing of collections in the second
quarter.
|
|
|
(4)
|
Days in inventory
is calculated as inventory and contract assets divided by cost of
revenue multiplied by 90 days. During the three months ended August
31, 2020, May 31, 2020 and August 31, 2019, the decrease in days in
inventory from the prior sequential quarter was primarily due to
increased sales activity during the quarter. During the three
months ended February 29, 2020, the increase in days in inventory
from the prior sequential quarter is primarily driven by idle
capacity and supply chain constraints, largely in China due to
COVID-19. During the three months ended February 28, 2019, days in
inventory increased from the prior sequential quarter to support
anticipated ramps and expected sales levels in the second half of
fiscal year 2019 and due to the acquisition of certain assets of
Johnson & Johnson Medical Devices Companies (“JJMD”) facilities
at the end of February.
|
|
|
(5)
|
Days in accounts
payable is calculated as accounts payable divided by cost of
revenue multiplied by 90 days. During the three months ended May
31, 2019, the decrease in days in accounts payable from the prior
sequential quarter was primarily due to timing of purchases and
cash payments for purchases during the quarter. During the three
months ended February 28, 2019, the decrease in days in accounts
payable from the prior sequential quarter was primarily
due
|
to lower
materials purchases during the quarter and timing of purchases and
cash payments for purchases during the quarter.
Critical
Accounting Policies and Estimates
The preparation
of our Consolidated Financial Statements and related disclosures in
conformity with U.S. generally accepted accounting principles
(“U.S. GAAP”) requires management to make estimates and judgments
that affect our reported amounts of assets and liabilities,
revenues and expenses, and related disclosures of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates
and assumptions based upon historical experience and various other
factors and circumstances. Management believes that our estimates
and assumptions are reasonable under the circumstances; however,
actual results may vary from these estimates and assumptions under
different future circumstances. We have identified the following
critical accounting policies that affect the more significant
judgments and estimates used in the preparation of our Consolidated
Financial Statements. For further discussion of our significant
accounting policies, refer to Note 1 – “Description of
Business and Summary of Significant Accounting Policies” to the
Consolidated Financial Statements.
Revenue
Recognition
For our over time
customers, we believe the measure of progress which best depicts
the transfer of control is based on costs incurred to date,
relative to total estimated cost at completion (i.e., an input
method). This method is a faithful depiction of the transfer of
goods or services because it results in the recognition of revenue
on the basis of our to-date efforts in the satisfaction of a
performance obligation relative to the total expected efforts in
the satisfaction of the performance obligation. We believe that the
use of an input method best depicts the transfer of control to the
customer, which occurs as we incur costs on our contracts. The
transaction price of each performance obligation is generally based
upon the contractual stand-alone selling price of the product or
service.
Certain contracts
with customers include variable consideration, such as periodic
cost of materials adjustments, rebates, discounts, or returns. We
recognize estimates of this variable consideration that are not
expected to result in a significant revenue reversal in the future,
primarily based on the most likely level of consideration to be
paid to the customer under the specific terms of the underlying
programs.
Allowance
for Doubtful Accounts
We maintain an
allowance for doubtful accounts related to receivables not expected
to be collected from our customers. This allowance is based on
management’s assessment of specific customer balances after
considering the age of receivables and financial stability of the
customer. If there is an adverse change in the financial condition
and circumstances of our customers, or if actual defaults are
higher than provided for, an addition to the allowance may be
necessary.
Inventory
Valuation
We purchase
inventory based on forecasted demand and record inventory at the
lower of cost and net realizable value. Management regularly
assesses inventory valuation based on current and forecasted usage,
customer inventory-related contractual obligations and other lower
of cost and net realizable value considerations. If actual market
conditions or our customers’ product demands are less favorable
than those projected, additional valuation adjustments may be
necessary.
Long-Lived
Assets
We review
property, plant and equipment and amortizable intangible assets for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
Recoverability of property, plant and equipment is measured by
comparing its carrying value to the undiscounted projected cash
flows that the asset(s) or asset group(s) are expected to generate.
If the carrying amount of an asset or an asset group is not
recoverable, we recognize an impairment loss based on the excess of
the carrying amount of the long-lived asset or asset group over its
respective fair value, which is generally determined as either the
present value of estimated future cash flows or the appraised
value. The impairment analysis is based on significant assumptions
of future results made by management, including revenue and cash
flow projections. Circumstances that may lead to impairment of
property, plant and equipment include unforeseen decreases in
future performance or industry demand and the restructuring of our
operations resulting from a change in our business strategy or
adverse economic conditions.
We have recorded
intangible assets, including goodwill, in connection with business
acquisitions. Estimated useful lives of amortizable intangible
assets are determined by management based on an assessment of the
period over which the asset is expected to contribute to future
cash flows. The fair value of acquired amortizable intangible
assets impacts the amounts recorded as goodwill.
We perform a
goodwill impairment analysis using the two-step method on an annual
basis and whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. The Company may elect to
perform a qualitative assessment to determine whether it is more
likely than not that a reporting unit is impaired. If the
qualitative assessment is not performed or if the Company
determines that it is not more likely than not that the fair value
of the reporting unit exceeds the carrying value, the
recoverability of goodwill is measured at the reporting unit level
by comparing the reporting unit’s carrying amount, including
goodwill, to the fair value of the reporting unit. We determine the
fair value of our reporting units based on an average weighting of
both projected discounted future results and the use of comparative
market multiples. If the carrying amount of the reporting unit
exceeds its fair value, goodwill is considered impaired and a
second test is performed to measure the amount of loss, if
any.
We perform an
indefinite-lived intangible asset impairment analysis on an annual
basis and whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. The Company may elect to
perform a qualitative assessment to determine whether it is more
likely than not that an indefinite-lived intangible is impaired. If
the qualitative assessment is not performed or if the Company
determines that it is not more likely than not that the fair value
of an indefinite-lived intangible exceeds the carrying value, the
recoverability is measured by comparing the carrying amount to the
fair value. We determine the fair value of our indefinite-lived
intangible assets principally based on a variation of the income
approach, known as the relief from royalty method. If the carrying
amount of the indefinite-lived intangible asset exceeds its fair
value, the indefinite-lived intangible asset is considered
impaired.
We completed our
annual impairment test for goodwill and indefinite-lived intangible
assets during the fourth quarter of fiscal year 2020 and determined that the fair
values of our reporting units and the indefinite-lived intangible
assets are in excess of the carrying values and that no impairment
existed as of the date of the impairment test. Significant
judgments inherent in this analysis included assumptions regarding
appropriate revenue and operating income growth rates, discount
rates and royalty rates.
Income
Taxes
We estimate our
income tax provision in each of the jurisdictions in which we
operate, a process that includes estimating exposures related to
examinations by taxing authorities. We must also make judgments
regarding the ability to realize deferred tax assets. The carrying
value of our net deferred tax assets is based on our belief that it
is more likely than not that we will generate sufficient future
taxable income in certain jurisdictions to realize these deferred
tax assets. A valuation allowance has been established for deferred
tax assets that we do not believe meet the “more likely than not”
criteria. We assess whether an uncertain tax position taken or
expected to be taken in a tax return meets the threshold for
recognition and measurement in the Consolidated Financial
Statements. Our judgments regarding future taxable income as well
as tax positions taken or expected to be taken in a tax return may
change due to changes in market conditions, changes in tax laws or
other factors. If our assumptions and consequently our estimates
change in the future, the valuation allowances and/or tax reserves
established may be increased or decreased, resulting in a
respective increase or decrease in income tax expense. For further
discussion related to our income taxes, refer to Note
15
— “Income Taxes”
to the Consolidated Financial Statements.
Recent
Accounting Pronouncements
See Note
19
– “New Accounting
Guidance” to the Consolidated Financial Statements for a discussion
of recent accounting guidance.
Results of
Operations
Refer to Item 7.
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" section contained in our Annual Report on
Form 10-K for the fiscal year ended August 31, 2019
for the results
of operations discussion for the fiscal year ended
August 31,
2019 compared to the fiscal year
ended August 31,
2018.
Net Revenue
Generally, we
assess revenue on a global customer basis regardless of whether the
growth is associated with organic growth or as a result of an
acquisition. Accordingly, we do not differentiate or separately
report revenue increases generated by acquisitions as opposed to
existing business. In addition, the added cost structures
associated with our acquisitions have historically been relatively
insignificant when compared to our overall cost
structure.
The distribution
of revenue across our segments has fluctuated, and will continue to
fluctuate, as a result of numerous factors, including the
following: fluctuations in customer demand; efforts to diversify
certain portions of our business; business growth from new and
existing customers; specific product performance; and any potential
termination, or substantial winding down, of significant customer
relationships.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Net revenue
|
$
|
27,266.4
|
|
|
$
|
25,282.3
|
|
|
$
|
22,095.4
|
|
|
7.8
|
%
|
|
14.4
|
%
|
2020 vs.
2019
Net revenue
increased during the fiscal year ended August 31, 2020
compared to the
fiscal year ended August 31,
2019. Specifically, the EMS segment
revenues increased 8% primarily due to (i) a 10% increase in
revenues from existing customers within our cloud business and (ii)
a 2% increase in revenues from existing customers within our
capital equipment business. The increase is partially offset by (i)
a 3% decrease from existing customers within our networking and
telecommunications business and (ii) a 1% decrease in revenues from
existing customers within our print and retail business. DMS
segment revenues increased 8% due to an 11% increase in revenues
from new and existing customers in our healthcare business. The
increase is partially offset by a 3% decrease in revenue from
customers within our edge devices and accessories
businesses.
During fiscal
year 2021, we expect lower revenue than fiscal year 2020 as
approximately $1.0 billion in components that we procure and
integrate for our cloud business will shift from a purchase and
resale model to a consignment service model. As a result of this
transition, we expect higher gross margins and lower cash used in
this business.
The following
table sets forth, for the periods indicated, revenue by segment
expressed as a percentage of net revenue:
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
2020
|
|
2019
|
|
2018
|
EMS
|
61
|
%
|
|
61
|
%
|
|
56
|
%
|
DMS
|
39
|
%
|
|
39
|
%
|
|
44
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
The following
table sets forth, for the periods indicated, foreign source revenue
expressed as a percentage of net revenue:
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
2020
|
|
2019
|
|
2018
|
Foreign source
revenue
|
82.6
|
%
|
|
87.7
|
%
|
|
91.7
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
Gross profit
|
$
|
1,930.8
|
|
|
$
|
1,913.4
|
|
|
$
|
1,706.8
|
|
Percent of net
revenue
|
7.1
|
%
|
|
7.6
|
%
|
|
7.7
|
%
|
2020 vs.
2019
Gross profit as a
percentage of net revenue decreased for the fiscal year
ended August 31, 2020
compared to the
fiscal year ended August 31,
2019,
primarily due to an increase of $108.8 million in incremental and
idle labor costs associated with travel disruptions and
governmental restrictions, largely related to the COVID-19
outbreak. This increase in costs was partially offset by
governmental subsidies, such as lower payroll taxes or social
insurance in certain countries, related to COVID-19
incentives.
Additionally,
gross profit as a percent of revenue decreased for the EMS segment
largely due to product mix. The decrease was partially offset by an
increase in the DMS segment due to improved profitability across
the various businesses.
Selling, General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Selling, general
and administrative
|
$
|
1,174.7
|
|
|
$
|
1,111.3
|
|
|
$
|
1,050.7
|
|
|
$
|
63.4
|
|
|
$
|
60.6
|
|
2020 vs.
2019
Selling, general
and administrative expenses increased during the fiscal year
ended August 31, 2020
compared to the
fiscal year ended August 31,
2019. The
increase is predominantly due to (i) $33.1 million in costs related
to the COVID-19 outbreak, including personal protection equipment
for our employees globally, (ii) a $41.6 million increase in salary
and salary related expenses and other costs primarily due to our
strategic collaboration with a healthcare company and (iii) a $21.7
million increase in stock-based compensation expense due to a
higher stock price for awards granted during fiscal year 2020. The
increase is partially offset by (i) a $20.5 million decrease in
acquisition and integration charges related to our strategic
collaboration with a healthcare company and (ii) a $12.5 million
decrease due to lower salary and salary related expense across the
Company and lower travel expenses related to the
pandemic.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
Research and
development
|
$
|
44.1
|
|
|
$
|
42.9
|
|
|
$
|
38.5
|
|
Percent of net
revenue
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
2020 vs.
2019
Research and
development expenses remained consistent as a percent of net
revenue during the fiscal year ended August 31, 2020
compared to the
fiscal year ended August 31,
2019.
Amortization of Intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Amortization of
intangibles
|
$
|
55.5
|
|
|
$
|
31.9
|
|
|
$
|
38.5
|
|
|
$
|
23.6
|
|
|
$
|
(6.6
|
)
|
2020 vs.
2019
Amortization of
intangibles increased during the fiscal year ended
August 31,
2020 compared to the fiscal year
ended August 31, 2019
primarily driven
by amortization related to the Nypro trade name, which was
reclassified to a definite-lived intangible asset during fiscal
year 2019 as a result of our decision that the indefinite-lived
trade name of $72.5 million acquired during the acquisition of
Nypro would be phased out by 2023. As such, this trade name was
assigned a four-year estimated useful life and is being amortized
on an accelerated basis.
Restructuring, Severance and Related Charges
Following is a
summary of our restructuring, severance and related
charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
(dollars in
millions)
|
|
2020(2)
|
|
2019(3)
|
|
2018(3)
|
Employee severance and
benefit costs
|
|
$
|
94.0
|
|
|
$
|
16.0
|
|
|
$
|
16.3
|
|
Lease costs
|
|
7.7
|
|
|
—
|
|
|
1.6
|
|
Asset write-off
costs
|
|
32.9
|
|
|
(3.6
|
)
|
|
16.2
|
|
Other costs
|
|
22.0
|
|
|
13.5
|
|
|
2.8
|
|
Total restructuring,
severance and related charges(1)
|
|
$
|
156.6
|
|
|
$
|
25.9
|
|
|
$
|
36.9
|
|
|
|
(1)
|
Includes
$61.9
million, $21.5 million
and
$16.3
million recorded in the EMS
segment, $75.6
million, $2.6 million
and
$16.6
million recorded in the DMS segment
and $19.1
million, $1.8 million
and
$4.0
million of
non-allocated charges for the fiscal years ended
August 31,
2020, 2019 and 2018, respectively. Except for
asset write-off costs, all restructuring, severance and related
charges are cash settled.
|
|
|
(2)
|
As the Company
continues to optimize its cost structure and improve operational
efficiencies, $56.6 million
of employee
severance and benefit costs was incurred in connection with a
reduction in the worldwide workforce during the fiscal year
ended August 31,
2020. The
remaining amount primarily relates to the 2020 Restructuring
Plan.
|
|
|
(3)
|
Primarily relates
to the 2017 Restructuring Plan, which was complete as of August 31,
2019.
|
2020
Restructuring Plan
On
September 20, 2019, our Board of Directors formally approved a
restructuring plan to realign our global capacity support
infrastructure, particularly in our mobility footprint in China, in
order to optimize organizational effectiveness. This action
includes headcount reductions and capacity realignment (the “2020
Restructuring Plan”). The 2020 Restructuring Plan reflects our
intention only and restructuring decisions, and the timing of such
decisions, at certain locations are still subject to consultation
with our employees and their representatives.
Upon completion
of the 2020 Restructuring Plan, the Company expects to recognize
approximately $85.0 million in restructuring and other related
costs. The Company incurred $76.9 million of costs during fiscal
year 2020 and anticipates incurring the remaining costs during
fiscal year 2021 for employee severance and benefit costs, asset
write-off costs, and other related costs.
The 2020
Restructuring Plan, once complete, is expected to yield annualized
cost savings beginning in fiscal year 2021 of approximately $40.0
million. During fiscal year 2020, we realized cost savings of
approximately $25.0 million.
See Note
14
– “Restructuring,
Severance and Related Charges” to the Consolidated Financial
Statements for further discussion of restructuring, severance and
related charges for the 2020 Restructuring Plans.
Loss on Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Loss on
securities
|
$
|
48.6
|
|
|
$
|
29.6
|
|
|
$
|
—
|
|
|
$
|
19.0
|
|
|
$
|
29.6
|
|
2020 vs.
2019
The increase in
loss on securities during the fiscal year ended August 31, 2020
compared to the
fiscal year ended August 31,
2019, is
due to: (i) an impairment charge of $36.4 million during the fiscal
year ended August 31, 2020, related to our investment in the
Senior Non-Convertible Preferred Stock of iQor Holdings,
Inc. (“iQor”) as a result of iQor’s bankruptcy filing; (ii) an
impairment charge of $12.2 million during the fiscal year ended
August 31, 2020, in connection with the sale of an investment in
the optical networking segment; partially offset by (iii) a $29.6
million due to the restructuring of securities during the fiscal
year ended August 31, 2019 due to the exchange of preferred
stock of iQor in association with iQor’s previously announced sale
of its international logistics and product service
assets.
Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Other expense
|
$
|
31.2
|
|
|
$
|
53.8
|
|
|
$
|
37.6
|
|
|
$
|
(22.6
|
)
|
|
$
|
16.2
|
|
2020 vs.
2019
Other expense
decreased during the fiscal year ended August 31, 2020
compared to the
fiscal year ended August 31,
2019,
primarily due to: (i) an $18.2 million decrease in fees associated
with the utilization of trade accounts receivable sales programs
during fiscal year 2020 and fees incurred for the amended and new
asset-backed securitization programs in fiscal year 2019 and (ii) a
$14.6 million decrease driven primarily by the expected return on
plan assets and actuarial gain related to the Company's pension
plans. The decrease was partially offset by $7.3 million of costs
incurred during the fiscal year ended August 31, 2020 as a
result of the early redemption of the 5.250% Senior Notes due
2020.
Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Interest income
|
$
|
14.6
|
|
|
$
|
21.5
|
|
|
$
|
17.8
|
|
|
$
|
(6.9
|
)
|
|
$
|
3.7
|
|
2020 vs.
2019
Interest income
decreased during the fiscal year ended August 31, 2020
compared to the
fiscal year ended August 31,
2019, due
to lower interest rates, partially offset by increased interest
income on cash equivalents (investments that are readily
convertible to cash with maturity dates of 90 days or
less).
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
(dollars in
millions)
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Interest expense
|
$
|
173.9
|
|
|
$
|
188.7
|
|
|
$
|
149.0
|
|
|
$
|
(14.8
|
)
|
|
$
|
39.7
|
|
2020 vs.
2019
Interest expense
decreased during the fiscal year ended August 31,
2020,
compared to the fiscal year ended August 31,
2019, due
to lower interest rates, partially offset by additional borrowings
on our credit facilities, commercial paper program and senior debt
issuances.
Income Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
Change
|
|
2020
|
|
2019
|
|
2018
|
|
2020 vs.
2019
|
|
2019 vs.
2018
|
Effective income tax
rate
|
78.2
|
%
|
|
35.8
|
%
|
|
76.6
|
%
|
|
42.4
|
%
|
|
(40.8
|
)%
|
2020 vs.
2019
The effective
income tax rate increased for the fiscal year ended
August 31,
2020,
compared to the fiscal year ended August 31,
2019,
primarily due to: (i) lower income before income tax for the fiscal
year ended August 31,
2020,
driven in part by increased restructuring charges with minimal
related tax benefit; (ii) a $21.2 million income tax expense
associated with the re-measurement of deferred tax assets related
to the extension of a non-U.S. tax incentive recorded during the
fiscal year ended August 31,
2020; and
(iii) a $19.1 million income tax benefit related to the Tax Cuts
and Jobs Act of 2017 (the “Tax Act”) adjustments for the fiscal
year ended August 31,
2019.
Non-GAAP
(Core) Financial Measures
The following
discussion and analysis of our financial condition and results of
operations include certain non-GAAP financial measures as
identified in the reconciliation below. The non-GAAP financial
measures disclosed herein do not have standard meaning and may vary
from the non-GAAP financial measures used by other companies or how
we may calculate those measures in other instances from time to
time. Non-GAAP financial measures should not be considered a
substitute for, or superior to, measures of financial performance
prepared in accordance with U.S. GAAP. Also, our “core”
financial measures should not be construed as an inference by us
that our future results will be unaffected by those items that are
excluded from our “core” financial measures.
Management
believes that the non-GAAP “core” financial measures set forth
below are useful to facilitate evaluating the past and future
performance of our ongoing manufacturing operations over multiple
periods on a comparable basis by
excluding the
effects of the amortization of intangibles, stock-based
compensation expense and related charges, restructuring, severance
and related charges, distressed customer charges, acquisition and
integration charges, loss on disposal of subsidiaries, settlement
of receivables and related charges, impairment of notes receivable
and related charges, goodwill impairment charges, business
interruption and impairment charges, net, loss on securities,
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. Among other uses,
management uses non-GAAP “core” financial measures to make
operating decisions, assess business performance and as a factor in
determining certain employee performance when evaluating incentive
compensation.
We determine the
tax effect of the items excluded from “core” earnings and “core”
diluted earnings per share based upon evaluation of the statutory
tax treatment and the applicable tax rate of the jurisdiction in
which the pre-tax items were incurred, and for which realization of
the resulting tax benefit, if any, is expected. In certain
jurisdictions where we do not expect to realize a tax benefit (due
to existing tax incentives or a history of operating losses or
other factors resulting in a valuation allowance related to
deferred tax assets), a reduced or 0% tax rate is
applied.
We are reporting
“core” operating income, “core” earnings and cash flows to provide
investors with an additional method for assessing operating income
and earnings, by presenting what we believe are our “core”
manufacturing operations. A significant portion (based on the
respective values) of the items that are excluded for purposes of
calculating “core” operating income and “core” earnings also
impacted certain balance sheet assets, resulting in a portion of an
asset being written off without a corresponding recovery of cash we
may have previously spent with respect to the asset. In the case of
restructuring, severance and related charges, we may make
associated cash payments in the future. In addition, although, for
purposes of calculating “core” operating income and “core”
earnings, we exclude stock-based compensation expense (which we
anticipate continuing to incur in the future) because it is a
non-cash expense, the associated stock issued may result in an
increase in our outstanding shares of stock, which may result in
the dilution of our stockholders’ ownership interest. We encourage
you to consider these matters when evaluating the utility of these
non-GAAP financial measures.
Adjusted free
cash flow is defined as net cash provided by (used in) operating
activities plus cash receipts on sold receivables less net capital
expenditures (acquisition of property, plant and equipment less
proceeds and advances from the sale of property, plant and
equipment). We report adjusted free cash flow as we believe this
non-GAAP financial measure is useful to investors in measuring our
ability to generate cash internally and fund future growth and to
provide a return to shareholders.
Included in the
tables below are a reconciliation of the non-GAAP financial
measures to the most directly comparable U.S. GAAP financial
measures as provided in our Consolidated Financial
Statements:
Reconciliation of U.S. GAAP Financial Results to Non-GAAP
Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
(in
thousands, except for per share data)
|
2020
|
|
2019
|
|
2018
|
Operating
income (U.S. GAAP)
|
$
|
499,846
|
|
|
$
|
701,356
|
|
|
$
|
542,153
|
|
Amortization of
intangibles
|
55,544
|
|
|
31,923
|
|
|
38,490
|
|
Stock-based compensation
expense and related charges
|
83,084
|
|
|
61,346
|
|
|
98,511
|
|
Restructuring, severance and
related charges(1)
|
156,586
|
|
|
25,914
|
|
|
36,902
|
|
Distressed customer
charge(2)
|
14,963
|
|
|
6,235
|
|
|
32,710
|
|
Net periodic benefit
cost(3)
|
16,078
|
|
|
—
|
|
|
—
|
|
Business interruption and
impairment charges, net(4)
|
5,785
|
|
|
(2,860
|
)
|
|
11,299
|
|
Acquisition and integration
charges(5)
|
32,167
|
|
|
52,697
|
|
|
8,082
|
|
Adjustments to operating
income
|
364,207
|
|
|
175,255
|
|
|
225,994
|
|
Core
operating income (Non-GAAP)
|
$
|
864,053
|
|
|
$
|
876,611
|
|
|
$
|
768,147
|
|
Net income
attributable to Jabil Inc. (U.S. GAAP)
|
$
|
53,912
|
|
|
$
|
287,111
|
|
|
$
|
86,330
|
|
Adjustments to operating
income
|
364,207
|
|
|
175,255
|
|
|
225,994
|
|
Loss on
securities(6)
|
48,625
|
|
|
29,632
|
|
|
—
|
|
Net periodic benefit
cost(3)
|
(16,078
|
)
|
|
—
|
|
|
—
|
|
Adjustment for
taxes(7)
|
(1,093
|
)
|
|
(18,633
|
)
|
|
146,206
|
|
Core
earnings (Non-GAAP)
|
$
|
449,573
|
|
|
$
|
473,365
|
|
|
$
|
458,530
|
|
Diluted earnings per share
(U.S. GAAP)
|
$
|
0.35
|
|
|
$
|
1.81
|
|
|
$
|
0.49
|
|
Diluted core earnings per
share (Non-GAAP)
|
$
|
2.90
|
|
|
$
|
2.98
|
|
|
$
|
2.62
|
|
Diluted weighted average
shares outstanding (U.S. GAAP and Non-GAAP)
|
155,274
|
|
|
158,647
|
|
|
175,044
|
|
|
|
(1)
|
As the Company
continues to optimize its cost structure and improve operational
efficiencies, $56.6 million
of employee
severance and benefit costs was incurred in connection with a
reduction in the worldwide workforce during fiscal year 2020. The
remaining amount primarily relates to the 2020 Restructuring
Plan.
|
|
|
(2)
|
Relates to
accounts receivable and inventory charges for certain distressed
customers in the: (i) renewable energy sector during fiscal year
2020 and (ii) networking and consumer wearables sectors during
fiscal years 2019 and 2018.
|
|
|
(3)
|
Following the
adoption of Accounting Standards Update 2017-07, Compensation -
Retirement Benefits (Topic 715) (“ASU 2017-07”), pension service
cost is recognized in cost of revenue and all other components of
net periodic benefit cost, including return on plan assets, are
presented in other expense. We are reclassifying the pension
components in other expense to core operating income as we assess
operating performance, inclusive of all components of net periodic
benefit cost, with the related revenue. There is no impact to
core earnings or diluted core earnings per share for this
adjustment.
|
|
|
(4)
|
Charges for the
fiscal year ended August 31, 2020, relate to a flood that impacted
our facility in Huangpu, China. Charges, net of insurance proceeds
of $2.9 million and $24.9 million, for the fiscal years ended
August 31, 2019 and 2018, respectively, relate to costs associated
with damage from Hurricane Maria, which impacted our operations in
Cayey, Puerto Rico.
|
|
|
(5)
|
Charges related
to our strategic collaboration with Johnson & Johnson Medical
Devices Companies (“JJMD”).
|
|
|
(6)
|
Relates to: (i)
an impairment of an investment with iQor and the sale of an
investment in the optical networking segment during fiscal year
2020 and (ii) a restructuring of securities loss on the exchange of
an investment with iQor during fiscal year 2019.
|
|
|
(7)
|
The fiscal year
ended August 31, 2019 includes a $13.3 million income tax benefit
for the effects of the Tax Act recorded during the three months
ended November 30, 2018. The fiscal year ended August 31, 2018
includes a $142.3 million provisional estimate to account for the
effects of the Tax Act.
|
Adjusted Free Cash Flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
(in
thousands)
|
2020
|
|
2019
(1)
|
|
2018
|
Net cash
provided by (used in) operating activities (U.S. GAAP)
|
$
|
1,257,275
|
|
|
$
|
1,193,066
|
|
|
$
|
(1,105,448
|
)
|
Cash receipts on sold
receivables
|
—
|
|
|
96,846
|
|
|
2,039,298
|
|
Acquisition of
property, plant and equipment
|
(983,035
|
)
|
|
(1,005,480
|
)
|
|
(1,036,651
|
)
|
Proceeds and advances from
sale of property, plant and equipment
|
186,655
|
|
|
218,708
|
|
|
350,291
|
|
Adjusted
free cash flow (Non-GAAP)
|
$
|
460,895
|
|
|
$
|
503,140
|
|
|
$
|
247,490
|
|
|
|
(1)
|
In fiscal year
2019, the adoption of Accounting Standards Update ("ASU") 2016-15,
"Classification of Certain Cash Receipts and Cash Payments"
resulted in a reclassification of cash flows from operating
activities to investing activities for cash receipts for the
deferred purchase price receivable on asset-backed securitization
transactions. The adoption of this standard does not reflect a
change in the underlying business or activities. The effects of
this change are applied retrospectively to all prior
periods.
|
Quarterly
Results (Unaudited)
The following
table sets forth certain unaudited quarterly financial information
for the 2020 and 2019 fiscal years. In the opinion
of management, this information has been presented on the same
basis as the audited consolidated financial statements appearing
elsewhere, and all necessary adjustments (consisting primarily of
normal recurring accruals) have been included in the amounts stated
below to present fairly the unaudited quarterly results when read
in conjunction with the audited consolidated financial statements
and related notes thereto. The operating results for any quarter
are not necessarily indicative of results for any future
period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2020
|
Three Months
Ended
|
(in
thousands, except for per share data)
|
August 31,
2020
|
|
May 31,
2020
|
|
February 29,
2020
|
|
November 30,
2019
|
Net revenue
|
$
|
7,300,015
|
|
|
$
|
6,335,642
|
|
|
$
|
6,125,083
|
|
|
$
|
7,505,698
|
|
Gross
profit(1)
|
490,701
|
|
|
456,148
|
|
|
430,125
|
|
|
553,839
|
|
Operating
income(1)(2)(3)(4)
|
197,053
|
|
|
59,384
|
|
|
90,630
|
|
|
152,779
|
|
Net income
(loss)(1)(2)(3)(4)(5)
|
68,909
|
|
|
(50,263
|
)
|
|
(2,581
|
)
|
|
40,714
|
|
Net income (loss)
attributable to Jabil Inc.(1)(2)(3)(4)(5)
|
$
|
67,731
|
|
|
$
|
(50,958
|
)
|
|
$
|
(3,283
|
)
|
|
$
|
40,422
|
|
Earnings (loss) per share
attributable to the stockholders of Jabil Inc.
|
|
|
|
|
|
|
|
Basic
|
$
|
0.45
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.26
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2019
|
Three Months
Ended
|
(in
thousands, except for per share data)
|
August 31,
2019
|
|
May 31,
2019
|
|
February 28,
2019
|
|
November 30,
2018
|
Net revenue
|
$
|
6,573,453
|
|
|
$
|
6,135,602
|
|
|
$
|
6,066,990
|
|
|
$
|
6,506,275
|
|
Gross
profit(1)
|
495,078
|
|
|
443,799
|
|
|
454,874
|
|
|
519,650
|
|
Operating
income(1)(4)
|
189,745
|
|
|
140,918
|
|
|
153,983
|
|
|
216,710
|
|
Net income(1)(4)(5)(6)
|
53,761
|
|
|
44,032
|
|
|
67,607
|
|
|
124,074
|
|
Net income
attributable to Jabil Inc.(1)(4)(5)(6)
|
$
|
52,675
|
|
|
$
|
43,482
|
|
|
$
|
67,354
|
|
|
$
|
123,600
|
|
Earnings per share
attributable to the stockholders of Jabil Inc.
|
|
|
|
|
|
|
|
Basic
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
$
|
0.44
|
|
|
$
|
0.77
|
|
Diluted
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
$
|
0.43
|
|
|
$
|
0.76
|
|
|
|
(1)
|
Includes a
distressed customer charge of $15.0 million and $6.2 million during
the three months ended November 30, 2019 and August 31, 2019,
respectively.
|
|
|
(2)
|
Includes direct
costs related to the COVID-19 pandemic of $21.5 million, $67.4
million and $53.0 million for the three months ended August 31,
2020, May 31, 2020, and February 29, 2020,
respectively.
|
|
|
(3)
|
Includes employee
severance and benefit costs incurred in connection with a reduction
in the worldwide workforce of $4.3 million and $52.3 million for
the three months ended August 31, 2020 and May 31, 2020,
respectively.
|
(4)Includes
acquisition and integration charges related to our strategic
collaboration with JJMD as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
August 31,
2020
|
|
May 31,
2020
|
|
February 29,
2020
|
|
November 30,
2019
|
Acquisition and integration
charges
|
$
|
2.2
|
|
|
$
|
6.1
|
|
|
$
|
7.8
|
|
|
$
|
16.1
|
|
|
Three Months
Ended
|
|
August 31,
2019
|
|
May 31,
2019
|
|
February 28,
2019
|
|
November 30,
2018
|
Acquisition and integration
charges
|
$
|
17.6
|
|
|
$
|
13.4
|
|
|
$
|
12.8
|
|
|
$
|
8.9
|
|
|
|
(5)
|
Relates to: (i)
an impairment of an investment with iQor during the three months
ended August 31, 2020 and the sale of an investment in the optical
networking segment during the three months ended February 29, 2020
and (ii) a restructuring of securities loss on the exchange of an
investment with iQor during the three months ended August 31,
2019.
|
|
|
(6)
|
Includes $13.3
million of income tax benefit for the three months ended November
30, 2018 related to the Tax Act.
|
Acquisitions
and Expansion
During fiscal
year 2018, the Company and JJMD entered into a Framework Agreement
to form a strategic collaboration and expand our existing
relationship. The strategic collaboration expands our medical
device manufacturing portfolio, diversification and
capabilities.
On
February 25, 2019 and April 29, 2019, under the terms of the
Framework Agreement, we completed the initial and second closings,
respectively, of our acquisition of certain assets of JJMD. The
aggregate purchase price paid for both the initial and second
closings was approximately $167.4 million
in cash. For the
initial and second closings, total assets acquired of
$173.5
million and total liabilities assumed
of $6.1
million were recorded at their
estimated fair values as of the acquisition dates.
On September 30,
2019, under the terms of the Framework Agreement, the Company
completed the third closing of its acquisition of certain assets of
JJMD. The aggregate purchase price paid for the third closing was
approximately $113.1 million
in cash. For the
third closing, total assets acquired of $196.2
million,
including $80.7 million
in contract
assets, $34.0 million
in inventory
and $56.0
million in
goodwill, and total liabilities assumed of $83.1
million,
including $73.5 million
of pension
obligations, were recorded at their estimated fair values as of the
acquisition date. There were no intangible assets identified in
this acquisition and the goodwill is primarily attributable to the
assembled workforce. The majority of the goodwill is currently not
expected to be deductible for income tax purposes.
The acquisitions
of the JJMD assets have been accounted for as separate business
combinations for each closing using the acquisition method of
accounting. The results of operations were included in the
Company’s consolidated financial results beginning on February 25,
2019 for the initial closing, April 29, 2019 for the second closing
and September 30, 2019 for the third closing. The Company believes
it is impracticable to provide pro forma information for the
acquisitions of the JJMD assets.
Refer to
Note 16 – “Business Acquisitions” to
the Consolidated Financial Statements for further
discussion.
Liquidity
and Capital Resources
We believe that
our level of liquidity sources, which includes available borrowings
under our revolving credit facilities and commercial paper program,
additional proceeds available under our asset-backed securitization
programs and under our uncommitted trade accounts receivable sale
programs, cash on hand, funds provided by operations and the access
to the capital markets, will be adequate to fund our capital
expenditures, the payment of any declared quarterly dividends, any
share repurchases under the approved program, any potential
acquisitions and our working capital requirements for the next 12
months. We continue to assess our capital structure and evaluate
the merits of redeploying available cash.
Certain of our
trade accounts receivable sale programs expire or are subject to
termination provisions within the 2020 calendar year. While we
expect to renew such trade accounts receivable sale programs,
market conditions, including the implications of the COVID-19
pandemic, at the time our current programs expire may create
challenges in doing so, such as incurring a higher cost of
capital.
Cash and Cash Equivalents
As of
August 31,
2020, we
had approximately $1.4 billion
in cash and cash
equivalents. As our growth remains predominantly outside of the
United States, a significant portion of such cash and cash
equivalents are held by our foreign subsidiaries. Most of our cash
and cash equivalents as of August 31, 2020
could be
repatriated to the United States without potential tax
expense.
Notes Payable and Credit Facilities
Following is a
summary of principal debt payments and debt issuance for our notes
payable and credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
5.625%
Senior
Notes
|
|
4.700%
Senior
Notes
|
|
4.900%
Senior
Notes
|
|
3.950%
Senior
Notes
|
|
3.600%
Senior
Notes(1)
|
|
3.000%
Senior
Notes(2)
|
|
Borrowings
under
revolving
credit
facilities(3)(4)(5)
|
|
Borrowings
under
commercial paper program(5)
|
|
Borrowings
under
loans(3)
|
|
Total
notes
payable
and
credit
facilities
|
Balance as of
August 31, 2018
|
$
|
397,995
|
|
|
$
|
497,350
|
|
|
$
|
298,814
|
|
|
$
|
494,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
830,332
|
|
|
$
|
2,518,699
|
|
Borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,985,978
|
|
|
—
|
|
|
—
|
|
|
11,985,978
|
|
Payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,985,259
|
)
|
|
—
|
|
|
(25,134
|
)
|
|
(12,010,393
|
)
|
Other
|
891
|
|
|
654
|
|
|
243
|
|
|
617
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
495
|
|
|
2,181
|
|
Balance as of
August 31, 2019
|
398,886
|
|
|
498,004
|
|
|
299,057
|
|
|
494,825
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
805,693
|
|
|
2,496,465
|
|
Borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
499,165
|
|
|
595,668
|
|
|
11,094,561
|
|
|
237,661
|
|
|
350,000
|
|
|
12,777,055
|
|
Payments
|
(399,555
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,094,561
|
)
|
|
(237,661
|
)
|
|
(806,437
|
)
|
|
(12,538,214
|
)
|
Other
|
669
|
|
|
655
|
|
|
243
|
|
|
615
|
|
|
(4,409
|
)
|
|
(5,506
|
)
|
|
—
|
|
|
—
|
|
|
909
|
|
|
(6,824
|
)
|
Balance as of
August 31, 2020
|
$
|
—
|
|
|
$
|
498,659
|
|
|
$
|
299,300
|
|
|
$
|
495,440
|
|
|
$
|
494,756
|
|
|
$
|
590,162
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,165
|
|
|
$
|
2,728,482
|
|
Maturity Date
|
Dec 15, 2020
|
|
Sep 15, 2022
|
|
Jul 14, 2023
|
|
Jan 12, 2028
|
|
Jan 15, 2030
|
|
Jan 15, 2031
|
|
Apr 23, 2021, Jan 22, 2023 and
Jan 22, 2025(3)(4)(5)
|
|
(5)
|
|
Jan 22,
2025(3)
|
|
|
Original Facility/ Maximum
Capacity
|
$400.0 million
|
|
$500.0 million
|
|
$300.0 million
|
|
$500.0 million
|
|
$500.0 million
|
|
$600.0 million
|
|
$3.7
billion(3)(4)(5)
|
|
(5)
|
|
$351.9
million(3)
|
|
|
|
|
(1)
|
On January 15,
2020, we issued $500.0 million of publicly registered 3.600% Senior
Notes due 2030 (the “3.600% Senior Notes”). The net proceeds from
the offering were used for the repayment of term loan
indebtedness.
|
|
|
(2)
|
On July 13, 2020,
the Company issued $600.0 million of publicly registered 3.000%
Senior Notes due 2031 (the “3.000% Senior Notes”). The net proceeds
from the offering were used for general corporate purposes,
including to redeem the $400.0 million aggregate principal amount
of our 5.625% Senior Notes due 2020 and pay the applicable
“make-whole” premium.
|
|
|
(3)
|
On
January 22, 2020, we entered into a senior unsecured credit
agreement which provides for: (i) a Revolving Credit Facility
in the initial amount of $2.7 billion, of which $700.0 million
expires on January 22, 2023 and $2.0 billion expires on January 22,
2025 and (ii) a $300.0 million Term Loan Facility which
expires on January 22, 2025, (collectively the “Credit Facility”).
Interest and fees on the Credit Facility advances are based on
our non-credit enhanced long-term senior unsecured debt
rating as determined by Standard & Poor’s Ratings Service,
Moody’s Investors Service and Fitch Ratings. In connection with our
entry into the Credit Facility, we terminated our amended and
restated five-year credit agreement dated November 8, 2017 and the
credit agreement dated August 24, 2018.
|
During the fiscal
year ended August 31,
2020, the
interest rates on the Revolving Credit Facility ranged from
1.2%
to
4.3%
and the Term Loan
Facility ranged from 1.6% to 2.9%. Interest is charged at a
rate equal to (a) for the Revolving Credit Facility, either
0.000% to 0.450% above the base rate or 0.975% to 1.450% above the
Eurocurrency rate and (b) for the Term Loan Facility, either
0.125% to 0.750% above the base rate or 1.125% to 1.750% above the
Eurocurrency rate. The base rate represents the greatest of:
(i) Citibank, N.A.’s prime rate, (ii) 0.50% above the
federal funds rate, and (iii) 1.0%
above one-month LIBOR, but not less than zero. The
Eurocurrency rate represents adjusted LIBOR or adjusted CDOR, as
applicable, for the applicable interest period, but not less than
zero. Fees include a facility fee based on the revolving credit
commitments of the lenders and a letter of credit fee based on the
amount of outstanding letters of credit.
Additionally, our
foreign subsidiaries have various additional credit facilities that
finance their future growth and any corresponding working capital
needs.
|
|
(4)
|
On April 24,
2020, we entered into an unsecured 364-day revolving credit
agreement up to an initial aggregate amount of $375.0 million,
which was increased to $425.0 million on May 29, 2020 (the “364-Day
Revolving Credit Agreement”). The 364-Day Revolving Credit
Agreement expires on April 23, 2021. Interest and fees on the
364-Day
|
Revolving Credit
Agreement advances are based on our non-credit enhanced
long-term senior unsecured debt rating as determined by
Standard & Poor’s Ratings Service, Moody’s Investors
Service and Fitch Ratings.
As of
August 31,
2020, no
draws were made on the 364-Day Revolving Credit Agreement. Interest
is charged at a rate equal to either (i) 0.450%, 0.525% or 0.800%
above the base rate or (ii) 1.450%, 1.525% or 1.800% above the
Eurodollar rate. The base rate represents the greatest of:
(i) Mizuho’s base rate, (ii) 0.50% above the federal
funds rate, and (iii) 1.0% above one-month LIBOR,
subject to a floor of 0.75%. The Eurodollar rate represents
adjusted LIBOR for the applicable interest period, subject to a
floor of 0.75%. Fees include a facility fee based on the revolving
credit commitments of the lenders.
|
|
(5)
|
As of
August 31,
2020, we
had $3.7
billion in
available unused borrowing capacity under our revolving credit
facilities. The Revolving Credit Facility under the Credit Facility
acts as the back-up facility for commercial paper outstanding, if
any. We have a borrowing capacity of up to $1.8 billion under our
commercial paper program.
|
In the ordinary
course of business, we have letters of credit and surety bonds with
banks and insurance companies outstanding of $120.3 million
as of
August 31,
2020.
Unused letters of credit were $94.0 million
as of
August 31,
2020.
Letters of credit and surety bonds are generally available for draw
down in the event we do not perform.
We have a shelf
registration statement with the SEC registering the potential sale
of an indeterminate amount of debt and equity securities in the
future to augment our liquidity and capital resources.
Our Senior Notes
and our credit facilities contain various financial and
nonfinancial covenants. A violation of these covenants could
negatively impact our liquidity by restricting our ability to
borrow under the notes payable and credit facilities and
potentially causing acceleration of amounts due under these notes
payable and credit facilities. As of August 31, 2020
and
2019, we were in compliance with
our debt covenants. Refer to Note 7 – “Notes Payable and
Long-Term Debt” to the Consolidated Financial Statements for
further details.
Asset-Backed Securitization Programs
We continuously
sell designated pools of trade accounts receivable, at a discount,
under our foreign asset-backed securitization program and our North
American asset-backed securitization program to special purpose
entities, which in turn sell certain of the receivables under the
foreign program to an unaffiliated financial institution and a
conduit administered by an unaffiliated financial institution and
certain of the receivables under the North American program to
conduits administered by an unaffiliated financial institution on a
monthly basis.
The foreign
asset-backed securitization program contains a guarantee of payment
by the special purpose entity, in an amount approximately
equal to the net cash proceeds under the program. No liability has
been recorded for obligations under the guarantee as of
August 31,
2020.
Certain unsold
receivables covering the maximum amount of net cash proceeds
available under the North American asset-backed securitization
program are pledged as collateral to the unaffiliated financial
institution as of August 31,
2020.
Following is a
summary of our asset-backed securitization programs and key
terms:
|
|
|
|
|
|
|
Maximum Amount of
Net Cash
Proceeds (in millions)(1)
|
Expiration
Date
|
North American
|
$
|
390.0
|
|
November 22,
2021
|
Foreign
|
$
|
400.0
|
|
September 30,
2021
|
|
|
(1)
|
Maximum amount
available at any one time.
|
In connection
with our asset-backed securitization programs, during the fiscal
year ended August 31,
2020, we
sold $4.3
billion of
trade accounts receivable and we received cash proceeds of
$4.3
billion.
As of August 31,
2020, we
had up to $49.0 million
in available
liquidity under our asset-backed securitization
programs.
Our asset-backed
securitization programs contain various financial and nonfinancial
covenants. As of August 31, 2020
and
2019, we were in compliance with
all covenants under our asset-backed securitization programs. Refer
to Note 8 – “Asset-Backed
Securitization Programs” to the Consolidated Financial Statements
for further details on the programs.
Trade Accounts Receivable Sale Programs
Following is a
summary of the trade accounts receivable sale programs with
unaffiliated financial institutions. Under the programs we may
elect to sell receivables and the unaffiliated financial
institutions may elect to purchase, at a discount, on an ongoing
basis:
|
|
|
|
|
|
|
|
|
|
|
Program
|
Maximum
Amount
(in millions)(1)
|
|
|
Type of
Facility
|
|
Expiration
Date
|
|
A
|
$
|
600.0
|
|
|
|
Uncommitted
|
|
December 5,
2020
|
(2)
|
B
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
November 30,
2020
|
(3)
|
C
|
400.0
|
|
CNY
|
|
Uncommitted
|
|
August 31,
2023
|
|
D
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
May 4, 2023
|
(4)
|
E
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
January 25,
2021
|
(5)
|
F
|
$
|
50.0
|
|
|
|
Uncommitted
|
|
February 23,
2023
|
(6)
|
G
|
$
|
100.0
|
|
|
|
Uncommitted
|
|
August 10,
2021
|
(7)
|
H
|
$
|
100.0
|
|
|
|
Uncommitted
|
|
July 21,
2021
|
(8)
|
I
|
$
|
650.0
|
|
|
|
Uncommitted
|
|
December 4,
2020
|
(9)
|
J
|
$
|
135.0
|
|
|
|
Uncommitted
|
|
April 11,
2021
|
(10)
|
K
|
100.0
|
|
CHF
|
|
Uncommitted
|
|
December 5,
2020
|
(2)
|
|
|
(1)
|
Maximum amount of
trade accounts receivable that may be sold under a facility at any
one time.
|
|
|
(2)
|
The program will
be automatically extended through December 5, 2025 unless either
party provides 30 days’ notice of
termination.
|
|
|
(3)
|
The program will
automatically extend for one year at each expiration date unless
either party provides 10 days’ notice of
termination.
|
|
|
(4)
|
Any party may
elect to terminate the agreement upon 30 days’ prior
notice.
|
|
|
(5)
|
The program will
be automatically extended through January 25, 2023 unless either
party provides 30 days’ notice of
termination.
|
|
|
(6)
|
Any party may
elect to terminate the agreement upon 15 days’ prior
notice.
|
|
|
(7)
|
The program will
be automatically extended through August 10, 2023 unless either
party provides 30 days’ notice of
termination.
|
|
|
(8)
|
The program will
be automatically extended through August 21, 2023 unless either
party provides 30 days’ notice of
termination.
|
|
|
(9)
|
The program will
be automatically extended through December 5, 2024 unless either
party provides 30 days’ notice of
termination.
|
|
|
(10)
|
The program will
be automatically extended each year through April 11, 2025 unless
either party provides 30 days’ notice of
termination.
|
During the fiscal
year ended August 31,
2020, we
sold $8.5
billion of
trade accounts receivable under these programs and we received cash
proceeds of $8.4
billion.
As of August 31,
2020, we
had up to $1.4 billion
in available
liquidity under our trade accounts receivable sale
programs.
Capital Expenditures
For Fiscal
Year 2021, we anticipate our net
capital expenditures will be approximately $800.0 million. In
general, our capital expenditures support ongoing maintenance
in our DMS and EMS segments and investments in capabilities and
targeted end markets. The amount of actual capital expenditures may
be affected by general economic, financial, competitive,
legislative and regulatory factors, among other
things.
Cash Flows
The following
table sets forth selected consolidated cash flow information (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
Ended August 31,
|
|
2020
|
|
2019
|
|
2018
|
Net cash provided by (used
in) operating activities
|
$
|
1,257,275
|
|
|
$
|
1,193,066
|
|
|
$
|
(1,105,448
|
)
|
Net cash (used in) provided
by investing activities
|
(921,113
|
)
|
|
(872,454
|
)
|
|
1,240,914
|
|
Net cash used in financing
activities
|
(65,123
|
)
|
|
(415,772
|
)
|
|
(47,044
|
)
|
Effect of exchange rate
changes on cash and cash equivalents
|
(40,825
|
)
|
|
554
|
|
|
(20,392
|
|