filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except for share data)
| February 29, 2024 (Unaudited) | August 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,566 | $ | 1,804 | |||||||
| Accounts receivable, net of allowance for credit losses | 2,648 | 3,647 | |||||||||
| Contract assets | 1,086 | 1,035 | |||||||||
| Inventories, net of reserve for excess and obsolete inventory | 4,821 | 5,206 | |||||||||
| Prepaid expenses and other current assets | 1,349 | 1,109 | |||||||||
| Assets held for sale | — | 1,929 | |||||||||
| Total current assets | 12,470 | 14,730 | |||||||||
| Property, plant and equipment, net of accumulated depreciation of $4,655 as of February 29, 2024 and $4,512 as of August 31, 2023 | 3,045 | 3,137 | |||||||||
| Operating lease right-of-use asset | 363 | 367 | |||||||||
| Goodwill | 656 | 621 | |||||||||
| Intangible assets, net of accumulated amortization | 167 | 142 | |||||||||
| Deferred income taxes | 131 | 159 | |||||||||
| Other assets | 291 | 268 | |||||||||
| Total assets | $ | 17,123 | $ | 19,424 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current installments of notes payable and long-term debt | $ | — | $ | — | |||||||
| Accounts payable | 5,041 | 5,679 | |||||||||
| Accrued expenses | 5,548 | 5,515 | |||||||||
| Current operating lease liabilities | 102 | 104 | |||||||||
| Liabilities held for sale | — | 1,397 | |||||||||
| Total current liabilities | 10,691 | 12,695 | |||||||||
| Notes payable and long-term debt, less current installments | 2,878 | 2,875 | |||||||||
| Other liabilities | 374 | 319 | |||||||||
| Non-current operating lease liabilities | 272 | 269 | |||||||||
| Income tax liabilities | 110 | 131 | |||||||||
| Deferred income taxes | 140 | 268 | |||||||||
| Total liabilities | 14,465 | 16,557 | |||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
| Jabil Inc. stockholders’ equity: | |||||||||||
| Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding | — | — | |||||||||
| Common stock, $0.001 par value, authorized 500,000,000 shares; 276,057,643 and 273,949,811 shares issued and 122,440,607 and 131,294,422 shares outstanding as of February 29, 2024 and August 31, 2023, respectively | — | — | |||||||||
| Additional paid-in capital | 2,877 | 2,795 | |||||||||
| Retained earnings | 5,512 | 4,412 | |||||||||
| Accumulated other comprehensive loss | (17) | (17) | |||||||||
| Treasury stock at cost, 153,617,036 and 142,655,389 shares as of February 29, 2024 and August 31, 2023, respectively | (5,714) | (4,324) | |||||||||
| Total Jabil Inc. stockholders’ equity | 2,658 | 2,866 | |||||||||
| Noncontrolling interests | — | 1 | |||||||||
| Total equity | 2,658 | 2,867 | |||||||||
| Total liabilities and equity | $ | 17,123 | $ | 19,424 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except for per share data)
(Unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Net revenue | $ | 6,767 | $ | 8,134 | $ | 15,154 | $ | 17,769 | |||||||||||||||
| Cost of revenue | 6,137 | 7,473 | 13,749 | 16,365 | |||||||||||||||||||
| Gross profit | 630 | 661 | 1,405 | 1,404 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 308 | 285 | 622 | 604 | |||||||||||||||||||
| Research and development | 10 | 8 | 20 | 17 | |||||||||||||||||||
| Amortization of intangibles | 9 | 9 | 15 | 17 | |||||||||||||||||||
| Restructuring, severance and related charges | 70 | — | 197 | 45 | |||||||||||||||||||
| Gain from the divestiture of businesses | (944) | — | (944) | — | |||||||||||||||||||
| Acquisition and divestiture related charges | 46 | — | 61 | — | |||||||||||||||||||
| Operating income | 1,131 | 359 | 1,434 | 721 | |||||||||||||||||||
| Other expense | 22 | 17 | 43 | 32 | |||||||||||||||||||
| Interest expense, net | 47 | 55 | 94 | 103 | |||||||||||||||||||
| Income before income tax | 1,062 | 287 | 1,297 | 586 | |||||||||||||||||||
| Income tax expense | 135 | 80 | 176 | 156 | |||||||||||||||||||
| Net income | 927 | 207 | 1,121 | 430 | |||||||||||||||||||
| Net income attributable to noncontrolling interests, net of tax | — | — | — | — | |||||||||||||||||||
| Net income attributable to Jabil Inc. | $ | 927 | $ | 207 | $ | 1,121 | $ | 430 | |||||||||||||||
| Earnings per share attributable to the stockholders of Jabil Inc.: | |||||||||||||||||||||||
| Basic | $ | 7.41 | $ | 1.55 | $ | 8.80 | $ | 3.21 | |||||||||||||||
| Diluted | $ | 7.31 | $ | 1.52 | $ | 8.66 | $ | 3.14 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 125.2 | 133.6 | 127.4 | 134.2 | |||||||||||||||||||
| Diluted | 126.9 | 136.3 | 129.5 | 137.1 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Net income | $ | 927 | $ | 207 | $ | 1,121 | $ | 430 | |||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Change in foreign currency translation | (7) | 14 | (7) | 18 | |||||||||||||||||||
| Change in derivative instruments: | |||||||||||||||||||||||
| Change in fair value of derivatives | (1) | 18 | (4) | (7) | |||||||||||||||||||
| Adjustment for net (gains) losses realized and included in net income | (2) | 1 | 14 | 44 | |||||||||||||||||||
| Total change in derivative instruments | (3) | 19 | 10 | 37 | |||||||||||||||||||
| Actuarial loss | (2) | (2) | (5) | (5) | |||||||||||||||||||
| Prior service credit | 1 | — | 2 | 1 | |||||||||||||||||||
| Total other comprehensive (loss) income | (11) | 31 | — | 51 | |||||||||||||||||||
| Comprehensive income | $ | 916 | $ | 238 | $ | 1,121 | $ | 481 | |||||||||||||||
| Comprehensive income attributable to noncontrolling interests | — | — | — | — | |||||||||||||||||||
| Comprehensive income attributable to Jabil Inc. | $ | 916 | $ | 238 | $ | 1,121 | $ | 481 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
(Unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Total stockholders' equity, beginning balances | $ | 2,536 | $ | 2,530 | $ | 2,867 | $ | 2,452 | |||||||||||||||
| Common stock: | — | — | — | — | |||||||||||||||||||
| Additional paid-in capital: | |||||||||||||||||||||||
| Beginning balances | 2,827 | 2,696 | 2,795 | 2,655 | |||||||||||||||||||
| Shares issued under employee stock purchase plan | 31 | 27 | 31 | 27 | |||||||||||||||||||
| Purchase of noncontrolling interest | (2) | — | (2) | — | |||||||||||||||||||
| Treasury shares purchased | — | — | (13) | — | |||||||||||||||||||
| Recognition of stock-based compensation | 21 | 19 | 66 | 60 | |||||||||||||||||||
| Ending balances | 2,877 | 2,742 | 2,877 | 2,742 | |||||||||||||||||||
| Retained earnings: | |||||||||||||||||||||||
| Beginning balances | 4,595 | 3,849 | 4,412 | 3,638 | |||||||||||||||||||
| Declared dividends | (10) | (10) | (21) | (22) | |||||||||||||||||||
| Net income attributable to Jabil Inc. | 927 | 207 | 1,121 | 430 | |||||||||||||||||||
| Ending balances | 5,512 | 4,046 | 5,512 | 4,046 | |||||||||||||||||||
| Accumulated other comprehensive (loss) income: | |||||||||||||||||||||||
| Beginning balances | (6) | (22) | (17) | (42) | |||||||||||||||||||
| Total other comprehensive (loss) income | (11) | 31 | — | 51 | |||||||||||||||||||
| Ending balances | (17) | 9 | (17) | 9 | |||||||||||||||||||
| Treasury stock: | |||||||||||||||||||||||
| Beginning balances | (4,881) | (3,994) | (4,324) | (3,800) | |||||||||||||||||||
| Purchases of treasury stock under employee stock plans | — | (3) | (67) | (36) | |||||||||||||||||||
| Treasury shares purchased | (825) | (127) | (1,312) | (288) | |||||||||||||||||||
| Excise taxes related to treasury shares purchased | (8) | — | (11) | — | |||||||||||||||||||
| Ending balances | (5,714) | (4,124) | (5,714) | (4,124) | |||||||||||||||||||
| Noncontrolling interests: | |||||||||||||||||||||||
| Beginning balances | 1 | 1 | 1 | 1 | |||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | — | |||||||||||||||||||
| Purchase of noncontrolling interest | (1) | — | (1) | — | |||||||||||||||||||
| Ending balances | — | 1 | — | 1 | |||||||||||||||||||
| Total stockholders' equity, ending balances | $ | 2,658 | $ | 2,674 | $ | 2,658 | $ | 2,674 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Six months ended | |||||||||||
| February 29, 2024 | February 28, 2023 | ||||||||||
| Cash flows provided by operating activities: | |||||||||||
| Net income | $ | 1,121 | $ | 430 | |||||||
| Depreciation, amortization, and other, net | 356 | 514 | |||||||||
| Gain from the divestiture of businesses | (944) | — | |||||||||
| Change in operating assets and liabilities, exclusive of net assets acquired | 133 | (364) | |||||||||
| Net cash provided by operating activities | 666 | 580 | |||||||||
| Cash flows provided by (used in) investing activities: | |||||||||||
| Acquisition of property, plant and equipment | (554) | (637) | |||||||||
| Proceeds and advances from sale of property, plant and equipment | 109 | 169 | |||||||||
| Cash paid for business and intangible asset acquisitions, net of cash | (93) | — | |||||||||
| Proceeds from the divestiture of businesses, net of cash | 2,108 | — | |||||||||
| Other, net | (12) | (16) | |||||||||
| Net cash provided by (used in) investing activities | 1,558 | (484) | |||||||||
| Cash flows used in financing activities: | |||||||||||
| Borrowings under debt agreements | 1,799 | 2,021 | |||||||||
| Payments toward debt agreements | (1,866) | (2,070) | |||||||||
| Payments to acquire treasury stock | (1,325) | (288) | |||||||||
| Dividends paid to stockholders | (22) | (23) | |||||||||
| Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan | 31 | 27 | |||||||||
| Treasury stock minimum tax withholding related to vesting of restricted stock | (67) | (36) | |||||||||
| Other, net | (5) | (2) | |||||||||
| Net cash used in financing activities | (1,455) | (371) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (7) | (3) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 762 | (278) | |||||||||
| Cash and cash equivalents at beginning of period | 1,804 | 1,478 | |||||||||
| Cash and cash equivalents at end of period | $ | 2,566 | $ | 1,200 | |||||||
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the information set forth therein have been included. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in the Annual Report on Form 10-K of Jabil Inc. (the “Company”) for the fiscal year ended August 31, 2023. Results for the six months ended February 29, 2024 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2024.
2. Trade Accounts Receivable Sale Programs
The Company regularly sells designated pools of high credit quality trade accounts receivable, at a discount, under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions.
As of February 29, 2024, the Company may elect to sell receivables and the unaffiliated financial institutions may elect to purchase specific accounts receivable at any one time, at a discount, on an ongoing basis up to a: (i) maximum aggregate amount available of $2.1 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of 100 million CHF under one trade accounts receivable sale program, (iii) maximum amount available of 8.1 billion INR under one trade accounts receivable sale program, and (iv) maximum amount available of 1.4 billion CNY under one trade accounts receivable sale program. The trade accounts receivable sale programs either expire on various dates through 2028 or do not have expiration dates and may be terminated upon election of the Company or the unaffiliated financial institutions.
In April 2024, the Company terminated its $700 million trade accounts receivable sale program which was set to expire on December 5, 2025 and entered into a new trade accounts receivable sale program with a maximum amount available of $200 million.
The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the trade accounts receivable sale programs. Servicing fees related to the trade accounts receivable sale programs recognized during the three months and six months ended February 29, 2024 and February 28, 2023 were not material. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.
In connection with the trade accounts receivable sale programs, the Company recognized the following (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Trade accounts receivable sold(1) | $ | 1,818 | $ | 2,922 | $ | 3,854 | $ | 6,450 | |||||||||||||||
| Cash proceeds received | $ | 1,809 | $ | 2,914 | $ | 3,834 | $ | 6,432 | |||||||||||||||
| Pre-tax losses on sale of receivables(2) | $ | 9 | $ | 8 | $ | 20 | $ | 18 |
(1)Receivables sold are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.
(2)Recorded to other expense within the Condensed Consolidated Statements of Operations.
3. Inventories
Inventories consist of the following (in millions):
| February 29, 2024 | August 31, 2023**(1)** | ||||||||||
| Raw materials | $ | 4,445 | $ | 4,804 | |||||||
| Work in process | 232 | 217 | |||||||||
| Finished goods | 198 | 243 | |||||||||
| Reserve for excess and obsolete inventory | (54) | (58) | |||||||||
| Inventories, net | $ | 4,821 | $ | 5,206 |
(1)Excludes $559 million of inventories, net classified as held for sale as of August 31, 2023. See Note 15 – “Business Acquisitions and Divestitures” for additional information.
4. Notes Payable and Long-Term Debt
Notes payable and long-term debt outstanding as of February 29, 2024 and August 31, 2023 are summarized below (in millions):
| Maturity Date | February 29, 2024 | August 31, 2023 | ||||||||||||||||||
| 3.950% Senior Notes | Jan 12, 2028 | 498 | 497 | |||||||||||||||||
| 3.600% Senior Notes | Jan 15, 2030 | 497 | 496 | |||||||||||||||||
| 3.000% Senior Notes | Jan 15, 2031 | 593 | 593 | |||||||||||||||||
| 1.700% Senior Notes | Apr 15, 2026 | 498 | 498 | |||||||||||||||||
| 4.250% Senior Notes | May 15, 2027 | 496 | 495 | |||||||||||||||||
| 5.450% Senior Notes | Feb 1, 2029 | 296 | 296 | |||||||||||||||||
| Borrowings under credit facilities(1)(2) | Jan 22, 2026 and Jan 22, 2028 | — | — | |||||||||||||||||
| Borrowings under loans | Jul 31, 2026 | — | — | |||||||||||||||||
| Total notes payable and long-term debt | 2,878 | 2,875 | ||||||||||||||||||
| Less current installments of notes payable and long-term debt | — | — | ||||||||||||||||||
| Notes payable and long-term debt, less current installments | $ | 2,878 | $ | 2,875 |
(1)On February 23, 2024, the Company entered into an amendment (the “Amendment”) to its senior unsecured credit agreement dated as of January 22, 2020 (as amended, the “Credit Facility”). The Amendment, among other things, (i) instituted certain amendments to the sustainability-linked adjustments to the interest rates applicable to borrowings under the Company’s three-year revolving credit facility (the “Three-Year Revolving Credit Facility”) and the Company’s five-year revolving credit facility (the “Five-Year Revolving Credit Facility”) and (ii) extended the termination date of the Three-Year Revolving Credit Facility (with respect to the available commitments of the extending lenders) to January 22, 2026, and of the Five-Year Revolving Credit Facility (with respect to the available commitments of the extending lenders) to January 22, 2028, in each case subject to an additional one-year extension at the option of the Company.
(2)As of February 29, 2024, the Company has $3.9 billion in available unused borrowing capacity under its revolving credit facilities. The Credit Facility acts as the back-up facility for commercial paper outstanding, if any. The Company has a borrowing capacity of up to $3.2 billion under its commercial paper program.
Debt Covenants
Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the revolving credit facilities contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 3.950%, 3.600%, 3.000%, 1.700%, 4.250% or 5.450% Senior Notes upon a change of control. As of February 29, 2024 and August 31, 2023, the Company was in compliance with its debt covenants.
Fair Value
Refer to Note 16 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.
5. Asset-Backed Securitization Program
Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis. In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis.
The Company continues servicing the receivables sold and in exchange receives a servicing fee under the global asset-backed securitization program. Servicing fees related to the global asset-backed securitization program recognized during the three months and six months ended February 29, 2024 and February 28, 2023 were not material. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.
The special purpose entity in the global asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements. Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of February 29, 2024.
The global asset-backed securitization program expires on November 25, 2024. Effective February 20, 2024, the terms of the global asset-backed securitization program were amended to increase the maximum amount of net cash proceeds available at any one time from $600 million to $700 million. As of February 29, 2024, the Company had up to $15 million in available liquidity under its global asset-backed securitization program.
In connection with the asset-backed securitization programs, the Company recognized the following (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Trade accounts receivable sold(1) | $ | 968 | $ | 998 | $ | 1,957 | $ | 2,064 | |||||||||||||||
| Cash proceeds received(2) | $ | 955 | $ | 989 | $ | 1,934 | $ | 2,047 | |||||||||||||||
| Pre-tax losses on sale of receivables(3) | $ | 13 | $ | 9 | $ | 23 | $ | 17 |
(1)Receivables sold are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.
(2)The amounts primarily represent proceeds from collections reinvested in revolving-period transfers.
(3)Recorded to other expense within the Condensed Consolidated Statements of Operations.
The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility. As of February 29, 2024 and August 31, 2023, the Company was in compliance with all covenants under the global asset-backed securitization program.
6. Accrued Expenses
Accrued expenses consist of the following (in millions):
| February 29, 2024 | August 31, 2023**(2)** | ||||||||||
| Inventory deposits | $ | 1,699 | $ | 1,839 | |||||||
| Contract liabilities(1) | 976 | 886 | |||||||||
| Accrued compensation and employee benefits | 573 | 743 | |||||||||
| Other accrued expenses | 2,300 | 2,047 | |||||||||
| Accrued expenses | $ | 5,548 | $ | 5,515 |
(1)Revenue recognized during the three months and six months ended February 29, 2024 that was included in the contract liability balance as of August 31, 2023 was $114 million and $275 million, respectively. Revenue recognized during the three months and six months ended February 28, 2023 that was included in the contract liability balance as of August 31, 2022 was $115 million and $254 million, respectively.
(2)Excludes $364 million of accrued expenses classified as held for sale as of August 31, 2023. See Note 15 – “Business Acquisitions and Divestitures” for additional information.
7. Postretirement and Other Employee Benefits
Net Periodic Benefit Cost
The following table provides information about the net periodic benefit cost for all plans for the three months and six months ended February 29, 2024 and February 28, 2023 (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Service cost(1) | $ | 5 | $ | 4 | $ | 10 | $ | 8 | |||||||||||||||
| Interest cost(2) | 3 | 3 | 6 | 6 | |||||||||||||||||||
| Expected long-term return on plan assets(2) | (5) | (3) | (9) | (8) | |||||||||||||||||||
| Recognized actuarial gain(2) | (1) | (2) | (3) | (4) | |||||||||||||||||||
| Amortization of actuarial gain(2)(3) | (1) | (2) | (2) | (3) | |||||||||||||||||||
| Amortization of prior service cost(2) | 1 | 1 | 2 | 2 | |||||||||||||||||||
| Net periodic benefit cost | $ | 2 | $ | 1 | $ | 4 | $ | 1 |
(1)Service cost is recognized in cost of revenue in the Condensed Consolidated Statements of Operations.
(2)Components are recognized in other expense in the Condensed Consolidated Statements of Operations.
(3)Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 percent of the greater of the projected benefit obligation and the fair value of plan assets. Gains and losses in excess of the corridor are generally amortized over the average future working lifetime of the plan participants.
8. Derivative Financial Instruments and Hedging Activities
The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as market risks. The Company, where deemed appropriate, uses derivatives as risk management tools to mitigate the potential impact of certain market risks. The primary market risks managed by the Company through the use of derivative instruments are foreign currency risk and interest rate risk.
Foreign Currency Risk Management
Forward contracts are put in place to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses. A hedging relationship existed with an aggregate notional amount outstanding of $167 million and $491 million as of February 29, 2024 and August 31, 2023, respectively. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The forward foreign exchange contract transactions will effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations. The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between March 1, 2024 and November 30, 2024.
In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity. The aggregate notional amount of these outstanding contracts as of February 29, 2024 and August 31, 2023, was $2.4 billion and $4.0 billion, respectively.
The gains and losses on cash flow hedges recognized in earnings due to amounts excluded from effectiveness testing were not material for all periods presented and are included as components of net revenue, cost of revenue and selling, general and administrative expense, which are the same line items in which the hedged items are recorded.
In addition, the Company has entered into forward foreign currency exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges. The maturity dates and aggregate notional amount outstanding of net investment hedges are as follows (in millions):
| Maturity date | February 29, 2024 | August 31, 2023 | |||||||||
| September 2023 | $ | — | $ | 34 | |||||||
| October 2023 | — | 96 | |||||||||
| January 2024 | — | 96 | |||||||||
| April 2024 | 103 | 68 | |||||||||
| July 2024 | 178 | 102 | |||||||||
| October 2024 | 96 | — | |||||||||
| Total | $ | 377 | $ | 396 |
The gains and losses on net investment hedges are included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation. The amounts excluded from effectiveness testing were not material for all periods presented and are recognized in interest expense, net.
Refer to Note 16 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.
The following table presents the net (losses) gains from forward contracts recorded in the Condensed Consolidated Statements of Operations for the periods indicated (in millions):
| Derivatives Not Designated as Hedging Instruments Under ASC 815 | Location of (Loss) Gain on Derivatives Recognized in Net Income | Amount of (Loss) Gain Recognized in Net Income on Derivatives | ||||||||||||||||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | |||||||||||||||||||||||||||||
| Forward foreign exchange contracts(1) | Cost of revenue | $ | (11) | $ | 30 | $ | 7 | $ | (16) |
(1)For the three months ended February 29, 2024, the Company recognized $3 million of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts. For the six months ended February 29, 2024, the Company recognized $35 million of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. For the three months ended February 28, 2023, the Company recognized $53 million of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. For the six months ended February 28, 2023, the Company recognized $4 million of foreign currency losses in cost of revenue, in addition to losses from the forward foreign exchange contracts.
Interest Rate Risk Management
The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings or anticipated debt issuances. As of February 29, 2024, there are no outstanding interest rate swaps.
9. Accumulated Other Comprehensive Income
The following table sets forth the changes in AOCI, net of tax, by component for the six months ended February 29, 2024 (in millions):
| Foreign Currency Translation Adjustment | Net Investment Hedges | Derivative Instruments | Actuarial Gain (Loss) | Prior Service (Cost) Credit | Total | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of August 31, 2023 | $ | (59) | $ | (4) | $ | 14 | $ | 46 | $ | (14) | $ | (17) | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss before reclassifications | (1) | — | (4) | — | — | (5) | |||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | (2) | (4) | 14 | (5) | 2 | 5 | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income(1) | (3) | (4) | 10 | (5) | 2 | — | |||||||||||||||||||||||||||||||||||||||||
| Balance as of February 29, 2024 | $ | (62) | $ | (8) | $ | 24 | $ | 41 | $ | (12) | $ | (17) |
(1)Amounts are net of tax, which are immaterial.
The following table sets forth the amounts reclassified from AOCI into the Condensed Consolidated Statements of Operations, and the associated financial statement line item, net of tax, for the periods indicated (in millions):
| Three months ended | Six months ended | |||||||||||||||||||||||||||||||
| Comprehensive Income Components | Financial Statement Line Item | February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | |||||||||||||||||||||||||||
| Realized gains on foreign currency translation | Gain from the divestiture of businesses | $ | (2) | $ | — | $ | (2) | $ | — | |||||||||||||||||||||||
| Realized gains on net investment hedges | Gain from the divestiture of businesses | (4) | — | (4) | — | |||||||||||||||||||||||||||
| Realized (gains) losses on derivative instruments:(1) | ||||||||||||||||||||||||||||||||
| Foreign exchange contracts | Cost of revenue | (2) | 1 | 15 | 44 | |||||||||||||||||||||||||||
| Interest rate contracts | Interest expense, net | — | — | (1) | — | |||||||||||||||||||||||||||
| Realized (gains) losses on pension and postretirement plans: | ||||||||||||||||||||||||||||||||
| Actuarial gains | (2) | (2) | (4) | (5) | (7) | |||||||||||||||||||||||||||
| Prior service costs | (2) | 1 | 1 | 2 | 2 | |||||||||||||||||||||||||||
| Total amounts reclassified from AOCI(3) | $ | (9) | $ | (2) | $ | 5 | $ | 39 |
(1)The Company expects to reclassify $2 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.
(2)Amounts are included in the computation of net periodic benefit cost. Refer to Note 7 – “Postretirement and Other Employee Benefits” for additional information.
(3)Amounts are net of tax, which are immaterial for the three months and six months ended February 29, 2024 and February 28, 2023.
10. Stockholders’ Equity
The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Restricted stock units | $ | 18 | $ | 16 | $ | 60 | $ | 54 | |||||||||||||||
| Employee stock purchase plan | 5 | 4 | 9 | 8 | |||||||||||||||||||
| Total | $ | 23 | $ | 20 | $ | 69 | $ | 62 |
As of February 29, 2024, the shares available to be issued under the 2021 Equity Incentive Plan were 7,813,996.
Restricted Stock Units
Certain key employees have been granted time-based, performance-based and market-based restricted stock unit awards (“restricted stock units”). The time-based restricted stock units generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company. During the six months ended February 29, 2024 and February 28, 2023, the Company awarded approximately 0.4 million and 0.9 million time-based restricted stock units, respectively, 0.1 million and 0.2 million performance-based restricted stock units, respectively, and 0.1 million and 0.2 million market-based restricted stock units, respectively.
The following represents the stock-based compensation information as of the period indicated (in millions):
| February 29, 2024 | |||||
| Unrecognized stock-based compensation expense – restricted stock units | $ | 67 | |||
| Remaining weighted-average period for restricted stock units expense | 1.5 years |
Common Stock Outstanding
The following represents the common stock outstanding for the periods indicated:
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Common stock outstanding: | |||||||||||||||||||||||
| Beginning balances | 128,647,431 | 134,231,300 | 131,294,422 | 135,493,980 | |||||||||||||||||||
| Shares issued under employee stock purchase plan | 338,316 | 629,336 | 338,316 | 629,336 | |||||||||||||||||||
| Vesting of restricted stock | 2,741 | 148,718 | 1,769,516 | 2,010,396 | |||||||||||||||||||
| Purchases of treasury stock under employee stock plans | (795) | (47,242) | (526,823) | (570,649) | |||||||||||||||||||
| Treasury shares purchased(1)(2) | (6,547,086) | (1,723,744) | (10,434,824) | (4,324,695) | |||||||||||||||||||
| Ending balances | 122,440,607 | 133,238,368 | 122,440,607 | 133,238,368 |
(1)In July 2021, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of the Company’s common stock (the “2022 Share Repurchase Program”). As of February 28, 2023, 16.5 million shares had been repurchased for $1.0 billion and no authorization remained under the 2022 Share Repurchase Program.
(2)In September 2022, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of the Company’s common stock (the “2023 Share Repurchase Program”). As of August 31, 2023, 2.7 million shares had been repurchased for $224 million, excluding excise tax. In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of the Company’s common stock. As part of the amended 2023 Share Repurchase Program, the Company entered into an accelerated share repurchase (“ASR”) agreement with a bank in September 2023 to repurchase $500 million of the Company’s common stock. During the first quarter of 2024, the ASR transaction was completed, and 3.9 million shares were delivered under the ASR agreement at an average price of $128.61. The final number of shares delivered upon settlement of the ASR agreement was determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreement. As of February 29, 2024, 10.4 million shares had been repurchased for $1.3 billion, excluding excise tax, and $1.2 billion remains available under the amended 2023 Share Repurchase Program.
11. Concentration of Risk and Segment Data
Concentration of Risk
Sales of the Company’s products are concentrated among specific customers. During the six months ended February 29, 2024, the Company’s five largest customers accounted for approximately 39% of its net revenue and 82 customers accounted for
approximately 90% of its net revenue. Sales to these customers were reported in the Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”) operating segments. The DMS segment included the results of the Company’s mobility business prior to the closing of its sale on December 29, 2023.
The Company procures components from a broad group of suppliers. Some of the products manufactured by the Company require one or more components that are available from only a single source.
Segment Data
Net revenue for the operating segments is attributed to the segment in which the service is performed. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net revenue less cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses. Certain items are excluded from the calculation of segment income. Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.
The following table sets forth operating segment information (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Segment income and reconciliation of income before income tax | |||||||||||||||||||||||
| EMS | $ | 145 | $ | 205 | $ | 310 | $ | 403 | |||||||||||||||
| DMS | 193 | 186 | 527 | 449 | |||||||||||||||||||
| Total segment income | $ | 338 | $ | 391 | $ | 837 | $ | 852 | |||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Amortization of intangibles | (9) | (9) | (15) | (17) | |||||||||||||||||||
| Stock-based compensation expense and related charges | (23) | (20) | (69) | (62) | |||||||||||||||||||
| Restructuring, severance and related charges | (70) | — | (197) | (45) | |||||||||||||||||||
| Gain from the divestiture of businesses | 944 | — | 944 | — | |||||||||||||||||||
| Acquisition and divestiture related charges | (46) | — | (61) | — | |||||||||||||||||||
| Other expense (net of periodic benefit cost) | (25) | (20) | (48) | (39) | |||||||||||||||||||
| Interest expense, net | (47) | (55) | (94) | (103) | |||||||||||||||||||
| Income before income tax | $ | 1,062 | $ | 287 | $ | 1,297 | $ | 586 |
The following table presents the Company’s revenues disaggregated by segment (in millions):
| Three months ended | |||||||||||||||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | ||||||||||||||||||||||||||||||||||
| EMS | DMS | Total | EMS | DMS | Total | ||||||||||||||||||||||||||||||
| Timing of transfer | |||||||||||||||||||||||||||||||||||
| Point in time | $ | 1,206 | $ | 773 | $ | 1,979 | $ | 1,267 | $ | 1,416 | $ | 2,683 | |||||||||||||||||||||||
| Over time | 2,125 | 2,663 | 4,788 | 2,784 | 2,667 | 5,451 | |||||||||||||||||||||||||||||
| Total | $ | 3,331 | $ | 3,436 | $ | 6,767 | $ | 4,051 | $ | 4,083 | $ | 8,134 |
| Six months ended | |||||||||||||||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | ||||||||||||||||||||||||||||||||||
| EMS | DMS | Total | EMS | DMS | Total | ||||||||||||||||||||||||||||||
| Timing of transfer | |||||||||||||||||||||||||||||||||||
| Point in time | $ | 2,301 | $ | 2,787 | $ | 5,088 | $ | 2,805 | $ | 3,696 | $ | 6,501 | |||||||||||||||||||||||
| Over time | 4,622 | 5,444 | 10,066 | 5,792 | 5,476 | 11,268 | |||||||||||||||||||||||||||||
| Total | $ | 6,923 | $ | 8,231 | $ | 15,154 | $ | 8,597 | $ | 9,172 | $ | 17,769 |
The Company operates in more than 30 countries worldwide. Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale. The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue:
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Foreign source revenue | 82.5 | % | 84.0 | % | 84.7 | % | 85.0 | % |
12. Restructuring, Severance and Related Charges
Following is a summary of the Company’s restructuring, severance and related charges (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024**(1)** | February 28, 2023**(2)** | February 29, 2024**(1)** | February 28, 2023**(2)** | ||||||||||||||||||||
| Employee severance and benefit costs | $ | 28 | $ | (4) | $ | 123 | $ | 36 | |||||||||||||||
| Lease costs | 1 | — | 1 | — | |||||||||||||||||||
| Asset write-off costs | 33 | 4 | 55 | 5 | |||||||||||||||||||
| Other costs | 8 | — | 18 | 4 | |||||||||||||||||||
| Total restructuring, severance and related charges(3) | $ | 70 | $ | — | $ | 197 | $ | 45 |
(1)Primarily relates to the 2024 Restructuring Plan.
(2)Primarily relates to headcount reduction to further optimize the Company’s business activities.
(3)Includes $11 million and $0 million recorded in the EMS segment, $35 million and $0 million recorded in the DMS segment and $24 million and $0 million of non-allocated charges for the three months ended February 29, 2024 and February 28, 2023, respectively. Includes $40 million and $4 million recorded in the EMS segment, $114 million and $33 million recorded in the DMS segment and $43 million and $8 million of non-allocated charges for the six months ended February 29, 2024 and February 28, 2023, respectively. Except for asset write-off costs, all restructuring, severance and related charges are cash costs.
2024 Restructuring Plan
On September 26, 2023, the Company’s Board of Directors approved a restructuring plan to (i) realign the Company’s cost base for stranded costs associated with the Company’s sale and realignment of its mobility business and (ii) optimize the Company’s global footprint. This action includes headcount reductions across our Selling, General and Administrative (“SG&A”) cost base and capacity realignment (the “2024 Restructuring Plan”). The 2024 Restructuring Plan reflects the Company’s intention only and restructuring decisions, and the timing of such decisions, at certain locations, are still subject to consultation with the Company’s employees and their representatives.
The Company currently expects to recognize approximately $300 million in pre-tax restructuring and other related costs over the course of the Company’s 2024 fiscal year. The restructuring and other related charges are expected to include $150 million to $180 million of employee severance and benefit costs; $80 million to $120 million of asset write-off costs; and $30 million to $40 million of contract termination costs and other related costs. The amount and timing of the actual charges may vary due to a variety of factors, including the finalization of timetables for the transition of functions, consultation with employees and their representatives, as well as the impact of jurisdictional statutory severance requirements. The Company’s estimates for the charges discussed above exclude any potential income tax effects.
The table below summarizes the Company’s liability activity, primarily associated with the 2024 Restructuring Plan (in millions):
| Employee Severance and Benefit Costs | Lease Costs | Asset Write-off Costs | Other Related Costs | Total | |||||||||||||||||||||||||
| Balance as of August 31, 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| Restructuring related charges | 123 | 1 | 55 | 18 | 197 | ||||||||||||||||||||||||
| Asset write-off charge and other non-cash activity | — | — | (55) | (5) | (60) | ||||||||||||||||||||||||
| Cash payments | (57) | (1) | — | (4) | (62) | ||||||||||||||||||||||||
| Balance as of February 29, 2024 | $ | 66 | $ | — | $ | — | $ | 9 | $ | 75 |
13. Income Taxes
Effective Income Tax Rate
The U.S. federal statutory income tax rate and the Company's effective income tax rate are as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| U.S. federal statutory income tax rate | 21.0 | % | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||||||
| Effective income tax rate | 12.7 | % | 27.6 | % | 13.6 | % | 26.6 | % |
The effective income tax rate differed for the three months and six months ended February 29, 2024, compared to the three months and six months ended February 28, 2023, primarily due to: (i) a change in the jurisdictional mix of earnings, driven in part by restructuring charges and (ii) the gain from the divestiture of the mobility business and corresponding $58 million of income tax expense during the three months ended February 29, 2024.
The effective income tax rate differed from the U.S. federal statutory income tax rate of 21.0% during the three months and six months ended February 29, 2024 and February 28, 2023, primarily due to: (i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) tax incentives granted to sites in China, Malaysia, Singapore and Vietnam, and (iv) the gain from the divestiture of the mobility business and corresponding $58 million of income tax expense during the three months ended February 29, 2024.
14. Earnings Per Share and Dividends
Earnings Per Share
The Company calculates its basic earnings per share by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. The Company’s diluted earnings per share is calculated in a similar manner, but includes the effect of dilutive securities. The difference between the weighted average number of basic shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units.
Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):
| Three months ended | Six months ended | ||||||||||||||||||||||
| February 29, 2024 | February 28, 2023 | February 29, 2024 | February 28, 2023 | ||||||||||||||||||||
| Restricted stock units | 293.5 | 363.7 | 309.5 | 363.7 | |||||||||||||||||||
Dividends
The following table sets forth cash dividends declared by the Company to common stockholders during the six months ended February 29, 2024 and February 28, 2023 (in millions, except for per share data):
| Dividend Declaration Date | Dividend per Share | Total of Cash Dividends Declared | Date of Record for Dividend Payment | Dividend Cash Payment Date | |||||||||||||||||||||||||
| Fiscal Year 2024: | October 19, 2023 | $ | 0.08 | $ | 11 | November 15, 2023 | December 4, 2023 | ||||||||||||||||||||||
| January 25, 2024 | $ | 0.08 | $ | 10 | February 15, 2024 | March 4, 2024 | |||||||||||||||||||||||
| Fiscal Year 2023: | October 20, 2022 | $ | 0.08 | $ | 12 | November 15, 2022 | December 2, 2022 | ||||||||||||||||||||||
| January 26, 2023 | $ | 0.08 | $ | 10 | February 15, 2023 | March 2, 2023 | |||||||||||||||||||||||
15. Business Acquisitions and Divestitures
Acquisitions
On November 1, 2023, the Company completed the acquisition of ProcureAbility Inc. (“ProcureAbility”) for approximately $60 million in cash. ProcureAbility is a procurement services provider specializing in technology-enabled advisory, managed services, digital, staffing, and recruiting solutions.
The acquisition of ProcureAbility was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $87 million, including $40 million in intangible assets and $38 million in goodwill, and liabilities assumed of $26 million were recorded at their estimated fair values as of the acquisition date. The allocation of the purchase price is considered preliminary pending final valuation for the Company. The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the DMS segment. The majority of the goodwill is currently not expected to be deductible for income tax purposes. The results of operations were included in the Company’s condensed consolidated financial results beginning on November 1, 2023. Pro forma information has not been provided as the acquisition of ProcureAbility is not deemed to be significant.
Divestitures
The Company announced on September 26, 2023 that, through its indirect subsidiary, Jabil Circuit (Singapore) Pte. Ltd., a Singapore private limited company (“Singapore Seller”), it agreed to sell to an affiliate of BYD Electronic (International) Co. Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), its product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi (the “Business”) for cash consideration of approximately $2.2 billion, subject to certain customary purchase price adjustments.
As of August 31, 2023, the Company determined the Business met the criteria to be classified as held for sale. Accordingly, the Company presented the assets and liabilities of the Business as held for sale in the Condensed Consolidated Balance Sheets as of November 30, 2023 and August 31, 2023. Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary. Depreciation and amortization expense for long-lived assets was not recorded for the period in which these assets were classified as held for sale. The divestiture did not meet the criteria to be reported as discontinued operations and the Company continued to report the operating results for the Business in the Company’s Condensed Consolidated Statement of Operations in the DMS segment until the Closing Date.
On December 29, 2023 (the “Closing Date”), the Company completed the sale. As a result of the transaction, the Company derecognized net assets of approximately $1.2 billion, and recorded a pre-tax gain of $944 million, subject to certain post-closing adjustments that are expected to be finalized in the third quarter of fiscal year 2024. In addition, the Company agreed to indemnify the Purchaser from certain liabilities that may arise post-close that relate to periods prior to the Closing Date. The Company incurred transaction and disposal costs in connection with the sale of approximately $46 million and $61 million during the three months and six months ended February 29, 2024, respectively, which are included in continuing operations in the Company’s Condensed Consolidated Statement of Operations.
The Company performs a goodwill impairment analysis on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In connection with the preparation of the Company’s financial statements for the quarter ended February 29, 2024, the Company completed an impairment analysis for goodwill recorded within the reporting unit impacted by the divestiture of the Business. The quantitative assessment was used, and the Company determined that it is more likely than not that the fair value of the impacted reporting unit is in excess of the carrying value and that no impairment existed subsequent to the closing of the Business. The Company allocated goodwill to the disposal group based on the relative fair value of the Business as compared to the impacted reporting unit.
In the second quarter of fiscal year 2024 and in connection with the divestiture of the Business, the Company made a strategic decision that the indefinite-lived (“Green Point”) trade name of $51 million acquired during the acquisition of Green Point should no longer be classified as an indefinite-lived intangible asset. Accordingly, prior to reclassifying the trade name to a finite-lived intangible asset, the Company completed a quantitative assessment for impairment and determined the fair value of the asset exceeded the carrying value. As such, the trade name was assigned a two-year estimated useful life and is being amortized on a straight-line basis as of the Closing Date.
16. Fair Value Measurements
Fair Value Measurements on a Recurring Basis
The following table presents the fair value of the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated (in millions):
| Fair Value Hierarchy | February 29, 2024 | August 31, 2023 | |||||||||||||||
| Assets: | |||||||||||||||||
| Cash and cash equivalents: | |||||||||||||||||
| Cash equivalents | Level 1 | (1) | $ | 572 | $ | — | |||||||||||
| Prepaid expenses and other current assets: | |||||||||||||||||
| Short-term investments | Level 1 | 26 | 25 | ||||||||||||||
| Forward foreign exchange contracts: | |||||||||||||||||
| Derivatives designated as hedging instruments (Note 8) | Level 2 | (2) | 9 | 4 | |||||||||||||
| Derivatives not designated as hedging instruments (Note 8) | Level 2 | (2) | 12 | 20 | |||||||||||||
| Net investment hedges: | |||||||||||||||||
| Derivatives designated as hedging instruments (Note 8) | Level 2 | (2) | 7 | 9 | |||||||||||||
| Liabilities: | |||||||||||||||||
| Accrued expenses: | |||||||||||||||||
| Forward foreign exchange contracts: | |||||||||||||||||
| Derivatives designated as hedging instruments (Note 8) | Level 2 | (2) | $ | 7 | $ | 17 | |||||||||||
| Derivatives not designated as hedging instruments (Note 8) | Level 2 | (2) | 8 | 64 | |||||||||||||
| Net investment hedges: | |||||||||||||||||
| Derivatives designated as hedging instruments (Note 8) | Level 2 | (2) | 1 | 1 | |||||||||||||
(1)Consist of time deposits that are readily convertible to cash with original maturities of 90 days or less.
(2)The Company’s forward foreign exchange contracts, including cash flow hedges and net investment hedges are measured on a recurring basis at fair value, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of borrowings under credit facilities and under loans approximate fair value as interest rates on these instruments approximate current market rates.
Notes payable and long-term debt is carried at amortized cost; however, the Company estimates the fair values of notes payable and long-term debt for disclosure purposes. The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated (in millions):
| February 29, 2024 | August 31, 2023 | |||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||||
| Notes payable and long-term debt: (Note 4) | ||||||||||||||||||||||||||||||||
| 3.950% Senior Notes | Level 2 | (1) | $ | 498 | $ | 473 | $ | 497 | $ | 468 | ||||||||||||||||||||||
| 3.600% Senior Notes | Level 2 | (1) | $ | 497 | $ | 451 | $ | 496 | $ | 448 | ||||||||||||||||||||||
| 3.000% Senior Notes | Level 2 | (1) | $ | 593 | $ | 512 | $ | 593 | $ | 502 | ||||||||||||||||||||||
| 1.700% Senior Notes | Level 2 | (1) | $ | 498 | $ | 463 | $ | 498 | $ | 452 | ||||||||||||||||||||||
| 4.250% Senior Notes | Level 2 | (1) | $ | 496 | $ | 483 | $ | 495 | $ | 478 | ||||||||||||||||||||||
| 5.450% Senior Notes | Level 2 | (1) | $ | 296 | $ | 300 | $ | 296 | $ | 297 |
(1)The fair value estimates are based upon observable market data.
17. Commitments and Contingencies
Legal Proceedings
The Company is party to certain lawsuits in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
18. New Accounting Guidance
New accounting guidance adopted during the period did not have a material impact to the Company.
Recently issued accounting guidance is not applicable or did not have, or is not expected to have, a material impact to the Company.
JABIL INC. AND SUBSIDIARIES
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Item 2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should these risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2023 such as, unexpected costs or unexpected liabilities that may arise from the Mobility transaction; scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively; managing rapid declines or increases in customer demand and other related customer challenges that may occur; the effect of COVID-19 and its impact on our operations, sites, customers and supply chain; our dependence on a limited number of customers; our ability to purchase components efficiently and reliance on a limited number of suppliers for critical components; risks arising from relationships with emerging companies; changes in technology and competition in our industry; our ability to introduce new business models or programs requiring implementation of new competencies; competition; transportation issues; our ability to maintain our engineering, technological and manufacturing expertise; retaining key personnel; risks associated with international sales and operations, including geopolitical uncertainties; energy price increases or shortages; our ability to achieve expected profitability from acquisitions; risk arising from our restructuring activities; issues involving our information systems, including security issues; regulatory risks (including the expense of complying, or failing to comply, with applicable regulations; risk arising from design or manufacturing defects; risk arising from compliance, or failure to comply, with environmental, health and safety laws or regulations and intellectual property risk); financial risks (including customers or suppliers who become financially troubled; turmoil in financial markets; tax risks; credit rating risks; risks of exposure to debt; currency fluctuations; and asset impairment); changes in financial accounting standards or policies; risk of natural disaster, climate change or other global events; and risks arising from expectations relating to environmental, social and governance considerations. References in this report to “the Company,” “Jabil,” “we,” “our,” or “us” mean Jabil Inc. together with its consolidated subsidiaries, except where the context otherwise requires.
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