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. 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 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 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 three months ended November 30, 2019,
our largest customers include Amazon.com, Inc., Apple, Inc., Cisco Systems,
Inc., GoPro, Inc., Hewlett-Packard Company, Ingenico Group, Johnson and Johnson,
LM Ericsson Telephone Company, NetApp, Inc. and SolarEdge Technologies Inc..
We conduct our operations in facilities that are located worldwide, including
but not limited to, China, Ireland, Malaysia, Mexico, Singapore and the United
States. We derived a substantial majority, 81.8% of net revenue from our
international operations for the three months ended November 30, 2019. 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 is a high volume business that produces product
at a quicker rate (i.e. cycle time) and in larger quantities and includes
customers primarily in the automotive and transportation, capital equipment,
cloud, computing and storage, defense and aerospace, industrial and energy,
networking and telecommunications, 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 includes customers primarily in the edge devices and accessories,
healthcare, mobility and packaging industries.
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.
Summary of Results
The following table sets forth, for the three months ended November 30, 2019 and
2018, certain key operating results and other financial information (in
thousands, except per share data):
                                                  Three months ended
                                       November 30, 2019      November 30, 2018
Net revenue                           $         7,505,698    $         6,506,275
Gross profit                          $           553,839    $           519,650
Operating income                      $           152,779    $           216,710
Net income attributable to Jabil Inc. $            40,422    $           123,600
Earnings per share-basic              $              0.26    $              0.77
Earnings per share-diluted            $              0.26    $              0.76


Key Performance Indicators

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Management regularly reviews financial and non-financial performance indicators
to assess the Company's operating results. The following table sets forth, for
the quarterly periods indicated, certain of management's key financial
performance indicators:
                                                        Three months ended
                                 November 30, 2019 August 31, 2019 May 31, 2019 February 28, 2019
Sales cycle(1)                             23 days         19 days      27 days           25 days
Inventory turns (annualized)(2)            6 turns         6 turns      6 turns           6 turns
Days in accounts receivable(3)             43 days         38 days      39 days           38 days
Days in inventory(2)(4)                    57 days         58 days      64 days           65 days
Days in accounts payable(5)                77 days         77 days      76 days           78 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 and days in inventory are calculated based on inventory and


      contract asset balances.


(3)   During the three months ended 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.


(4)   During the three months ended August 31, 2019, the decrease in days in

inventory from the prior sequential quarter was primarily due to increased


      sales activity during the quarter.


(5)   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.





Critical Accounting Policies and Estimates
The preparation of our Condensed 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. 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 and "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Critical
Accounting Policies and Estimates" in our Annual Report on Form 10-K for the
fiscal year ended August 31, 2019.
Recent Accounting Pronouncements
See Note 18 - "New Accounting Guidance" to the Condensed Consolidated Financial
Statements for a discussion of recent accounting guidance.
Results of Operations
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.
                                  Three months ended
(dollars in millions)  November 30, 2019      November 30, 2018     Change
Net revenue           $           7,505.7    $           6,506.3     15.4 %



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Net revenue increased during the three months ended November 30, 2019, compared
to the three months ended November 30, 2018. Specifically, the EMS segment
revenues increased 26% primarily due to (i) a 27% increase in revenues from
existing customers within our cloud business, (ii) a 3% increase in revenues
from existing customers within our print and retail business, (iii) a 2%
increase in revenues from existing customers within our automotive and
transportation business and (iv) a 2% increase in revenues spread across various
industries within the EMS segment. The increase is partially offset by (i) a 6%
decrease from existing customers within our networking and telecommunications
business and (ii) a 2% decrease from existing customers within our computing and
storage business and our capital equipment business, which we expect to remain
weak into the second half of calendar year 2020. DMS segment revenues increased
3% due to a 12% increase in revenues from new and existing customers in our
healthcare and packaging businesses. The increase is partially offset by a 9%
decrease in revenue from customers within our mobility and edge devices and
accessories businesses as a result of decreased end user product demand and end
market dynamics.
The following table sets forth, for the periods indicated, revenue by segment
expressed as a percentage of net revenue:
                  Three months ended
       November 30, 2019      November 30, 2018
EMS              59 %                   54 %
DMS              41 %                   46 %
Total           100 %                  100 %

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


                                   Three months ended
                        November 30, 2019      November 30, 2018
Foreign source revenue           81.8 %                  92.7 %


Gross Profit
                                  Three months ended

(dollars in millions) November 30, 2019 November 30, 2018 Gross profit

           $          553.8      $           519.7
Percent of net revenue              7.4 %                  8.0 %


For the three months ended November 30, 2019, gross profit for our EMS segment
decreased as a percent of net revenue due to product mix and continued weakness
in the capital equipment business. This decrease was partially offset by an
increase in gross profit as a percent of net revenue in our DMS segment due to
improved profitability across the various businesses.
Selling, General and Administrative
                                                Three months ended
(dollars in millions)                November 30, 2019     November 30, 2018      Change
Selling, general and administrative $       328.9         $             

278.1 $ 50.8




Selling, general and administrative expenses increased during the three months
ended November 30, 2019, compared to the three months ended November 30, 2018.
The increase is predominantly due to (i) a $30.6 million increase in salary and
salary related expenses and other costs primarily to support new business growth
and development and our strategic collaboration with a healthcare company, (ii)
a $7.2 million increase in acquisition and integration charges related to our
strategic collaboration with a healthcare company and (iii) a $13.0 million
increase in stock-based compensation expense primarily driven by an appreciation
in our stock price during the three months ended November 30, 2019.
Research and Development

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                                     Three months ended

(dollars in millions) November 30, 2019 November 30, 2018 Research and development $

           10.8       $           11.1
Percent of net revenue                0.1 %                  0.2 %


Research and development expenses remained relatively consistent as a percentage
of net revenue during the three months ended November 30, 2019, compared to the
three months ended November 30, 2018.
Amortization of Intangibles
                                        Three months ended

(dollars in millions) November 30, 2019 November 30, 2018 Change Amortization of intangibles $ 16.1

            $               7.6    $    8.5


Amortization of intangibles increased during the three months ended November 30,
2019, compared to the three months ended November 30, 2018, primarily driven by
amortization related to the Nypro trade name, which was reclassified to a
definite-lived intangible asset during the fourth quarter of fiscal year 2019 as
a result of our decision to rebrand. As such, this trade name was assigned a
four-year estimated useful life and is being amortized on an accelerated basis.
Restructuring and Related Charges
Following is a summary of the Company's restructuring and related charges (in
millions):
                                                                   Three months ended
                                                         November 30,
                                                            2019(2)         November 30, 2018(3)
Employee severance and benefit costs                   $          18.8     $                 5.2
Lease costs                                                        0.3                         -
Asset write-off costs                                             16.3                       0.2
Other costs                                                        9.9                       0.6
Total restructuring and related charges(1)             $          45.3     $                 6.0




(1) Includes $17.4 million and $4.4 million recorded in the EMS segment, $25.2

million and $1.6 million recorded in the DMS segment and $2.7 million and

$0.0 million of non-allocated charges for the three months ended

November 30, 2019 and 2018, respectively. Except for asset write-off costs,

all restructuring and related charges are cash costs.

(2) Primarily relates to the 2020 Restructuring Plan.

(3) Primarily relates to the 2017 Restructuring Plan.




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.
We currently expect to recognize approximately $85.0 million in pre-tax
restructuring and other related costs primarily over the course of our fiscal
year 2020. The charges relating to the 2020 Restructuring Plan are currently
expected to result in cash expenditures in the range of approximately $30.0
million to $40.0 million that will be payable over the course of our fiscal
years 2020 and 2021. The exact timing of these charges and cash outflows, as
well as the estimated cost ranges by category type, have not been finalized.
This information will be subject to the finalization of timetables for the
transition of functions, consultation with employees and their representatives
as well as the statutory severance requirements of the particular jurisdictions
impacted, and the amount and timing of the actual charges may vary due to a
variety of factors. Our estimates for the charges discussed above exclude any
potential income tax effects.
The 2020 Restructuring Plan, once complete, is expected to yield annualized cost
savings beginning in fiscal year 2021 of approximately $40.0 million. We expect
cost savings of $25.0 million during fiscal year 2020.

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See Note 12 - "Restructuring and Related Charges" to the Condensed Consolidated
Financial Statements for further discussion of restructuring and related charges
for the 2020 Restructuring Plan.
Other Expense
                                  Three months ended

(dollars in millions) November 30, 2019 November 30, 2018 Change Other expense $ 11.2

           $              13.6    $ (2.4 )


Other expense decreased for the three months ended November 30, 2019, compared
to the three months ended November 30, 2018, primarily due to: (i) $2.3 million
related to a decrease in fees associated with the utilization of the trade
accounts receivable sales programs and fees incurred for the amendment of the
foreign asset-backed securitization program and the new North American
asset-backed securitization program in fiscal year 2019 and (ii) $1.7 million
related to lower net periodic benefit costs. The decrease was partially offset
by $1.6 million of other expense.
Interest Income
                                  Three months ended

(dollars in millions) November 30, 2019 November 30, 2018 Change Interest income $ 5.9

             $               4.4    $    1.5

Interest income remained relatively consistent during the three months ended November 30, 2019, compared to the three months ended November 30, 2018. Interest Expense


                                  Three months ended

(dollars in millions) November 30, 2019 November 30, 2018 Change Interest expense $ 44.9

           $              42.7    $    2.2

Interest expense increased during the three months ended November 30, 2019, compared to the three months ended November 30, 2018, due to additional borrowings on our credit facilities and commercial paper program, partially offset by lower interest rates. Income Tax Expense


                                      Three months ended
                           November 30, 2019      November 30, 2018    Change
Effective income tax rate           60.3 %                  24.8 %      35.5 %


The effective income tax rate increased for the three months ended November 30,
2019, compared to the three months ended November 30, 2018, primarily due to:
(i) $13.3 million of tax benefit for the three months ended November 30, 2018
related to the Tax Cuts and Jobs Act of 2017 (the "Tax Act") adjustments and
(ii) increased restructuring charges with minimal related tax benefit for the
three months ended November 30, 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
reconciliations 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.

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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 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, other than temporary
impairment on securities, restructuring of securities loss, 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 adjusted free cash
flow 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 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 reconciliations of the non-GAAP financial
measures to the most directly comparable U.S. GAAP financial measures as
provided in our Condensed Consolidated Financial Statements:
Reconciliation of U.S. GAAP Financial Results to Non-GAAP Measures

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                                                                 Three months ended
(in thousands, except for per share data)              November 30, 2019     November 30, 2018
Operating income (U.S. GAAP)                          $         152,779     $         216,710
Amortization of intangibles                                      16,140                 7,646
Stock-based compensation expense and related charges             30,223                17,249
Restructuring and related charges                                45,251                 6,025
Distressed customer charge (1)                                   14,963                     -
Net periodic benefit cost (2)                                     1,825                     -
Business interruption and impairment charges, net(3)                  -                (2,860 )
Acquisition and integration charges(4)                           16,134                 8,890
Adjustments to operating income                                 124,536                36,950
Core operating income (Non-GAAP)                      $         277,315     $         253,660
Net income attributable to Jabil Inc. (U.S. GAAP)     $          40,422     $         123,600
Adjustments to operating income                                 124,536                36,950
Net periodic benefit cost(2)                                     (1,825 )                   -
Adjustments for taxes(5)                                            497               (13,743 )
Core earnings (Non-GAAP)                              $         163,630     $         146,807
Diluted earnings per share (U.S. GAAP)                $            0.26     $            0.76
Diluted core earnings per share (Non-GAAP)            $            1.05     $            0.90

Diluted weighted average shares outstanding used in the calculation of earnings per share (U.S. GAAP and Non-GAAP)

                                                       156,462               163,670




(1) Charges relate to accounts receivable and inventory charges for certain

distressed customers primarily in the renewable energy sector.

(2) 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.

(3) Charges, net of insurance proceeds of $2.9 million for the three months


      ended November 30, 2018, relate to business interruptions and asset
      impairment costs associated with damage from Hurricane Maria, which
      impacted our operations in Cayey, Puerto Rico.


(4)   Charges related to our strategic collaboration with Johnson & Johnson
      Medical Devices Companies ("JJMD").

(5) The three months ended November 30, 2018 includes a $13.3 million income

tax benefit for the effects of the Tax Act.





Adjusted Free Cash Flow
                                                                   Three months ended
 (in thousands)                                        November 30, 2019

November 30, 2018(1) Net cash provided by (used in) operating activities (U.S. GAAP)

                                           $          20,944     $           (91,693 )
Cash receipts on sold receivables                                     -                  96,846
Acquisition of property, plant and equipment                   (230,393 )              (231,513 )

Proceeds and advances from sale of property, plant and equipment

                                                    23,209                  10,227
Adjusted free cash flow (Non-GAAP)                    $        (186,240 )   $          (216,133 )




(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.




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Acquisitions and Expansion
During fiscal year 2018, the Company and Johnson & Johnson Medical Devices
Companies ("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 preliminary aggregate purchase price
paid for the initial and second closings was approximately $163.1 million in
cash, which remains subject to certain post-closing adjustments. For the initial
and second closings, total assets acquired of $169.4 million and total
liabilities assumed of $6.3 million were recorded at their estimated fair values
as of the acquisition dates.
On September 30, 2019, under the terms of the Framework Agreement, we completed
the third closing of our acquisition of certain assets of JJMD. The preliminary
aggregate purchase price paid for the third closing was approximately $106.9
million in cash, which remains subject to certain post-closing adjustments based
on conditions within the Framework Agreement. For the third closing, total
assets acquired of $185.0 million, including $83.2 million in contract assets,
$35.1 million in inventory and $55.7 million in goodwill, and total liabilities
assumed of $78.1 million, including $58.8 million of pension obligations, were
recorded at their estimated fair values as of the acquisition dates. 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 acquisition of the JJMD assets have been accounted for as separate business
combinations for each closing using the acquisition method of accounting. We are
currently evaluating the fair values of the assets and liabilities related to
these business combinations. The preliminary estimates and measurements are,
therefore, subject to change during the measurement period for assets acquired,
liabilities assumed and tax adjustments. The results of operations were included
in our 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. We believe it is impracticable to provide pro forma
information for the acquisition of the JJMD assets.

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, approved share repurchase programs, 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 to
reduce existing debt or repurchase common stock.

Cash and Cash Equivalents
As of November 30, 2019, we had approximately $719.8 million 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 November 30, 2019
could be repatriated to the United States without potential tax consequences.
Notes Payable and Credit Facilities
Following is a summary of principal debt payments and debt issuance for our
notes payable and credit facilities:

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                                                                                                       Borrowings                                 Total notes
                                                                                                          under                                     payable
                      5.625%              4.700%              4.900%              3.950%                revolving              Borrowings             and
                      Senior              Senior              Senior              Senior                 credit                   under             credit
(in thousands)         Notes               Notes               Notes               Notes              facilities(1)               loans           

facilities


Balance as of
August 31, 2019  $       398,886     $       498,004     $       299,057     $       494,825     $               -         $       805,693       $ 2,496,465
Borrowings                     -                   -                   -                   -             1,779,801                       -         1,779,801
Payments                       -                   -                   -                   -            (1,779,801 )                (6,321 )      (1,786,122 )
Other                        223                 165                  61                 153                     -                     149               751
Balance as of
November 30,
2019             $       399,109     $       498,169     $       299,118     $       494,978     $               -         $       799,521       $ 2,490,895
                                                                                                 Nov 8, 2022 and Aug 24,   Nov 8, 2022 and Aug
Maturity Date    Dec 15, 2020        Sep 15, 2022        Jul 14, 2023        Jan 12, 2028        2020(1)                   24, 2020
Original
Facility/

Maximum Capacity $400.0 million $500.0 million $300.0 million

  $500.0 million         $2.6 billion(1)         $851.7 million

(1) As of November 30, 2019, we had $2.6 billion in available unused borrowing

capacity under our revolving credit facilities. The revolving credit

facility supports commercial paper outstanding, if any. We have a borrowing

capacity of up to $1.8 billion under our commercial paper program.




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 November 30, 2019, we were in
compliance with our debt covenants. Refer to Note 5 - "Notes Payable and
Long-Term Debt" to the Condensed Consolidated Financial Statements for further
details.
Asset-Backed Securitization and Trade Accounts Receivable Sale Programs
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 foreign asset-backed receivables to an unaffiliated
financial institution and a conduit administered by an unaffiliated financial
institution and certain of the North American asset-backed receivables 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 November 30, 2019.
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
November 30, 2019.
Following is a summary of our asset-backed securitization programs and key
terms:

                         Maximum Amount of                 Expiration
                Net Cash Proceeds (in millions)(1)            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 three
months ended November 30, 2019, we sold $1.2 billion of trade accounts
receivable and we received cash proceeds of $1.2 billion. As of November 30,
2019, we had up to $4.0 million in available liquidity under our asset-backed
securitization programs.

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Our asset-backed securitization programs contain various financial and
nonfinancial covenants. As of November 30, 2019 and August 31, 2019, we were in
compliance with all covenants under our asset-backed securitization programs.
Refer to Note 2 - "Trade Accounts Receivable Securitization and Sale Programs"
to the Condensed 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:
                   Maximum
                   Amount                Type of          Expiration
Program (10)  (in millions)(1)          Facility             Date
A            $            800.0        Uncommitted   August 31, 2022(2)
B            $            150.0        Uncommitted   November 30, 2020(3)
C                         800.0  CNY   Uncommitted   June 30, 2020
D            $            150.0        Uncommitted   May 4, 2023(4)
E            $             50.0        Uncommitted   August 25, 2020
F            $            150.0        Uncommitted   January 25, 2020(5)
G            $             50.0        Uncommitted   February 23, 2023(2)
H            $            100.0        Uncommitted   August 10, 2020(6)
I            $            100.0        Uncommitted   July 21, 2020(7)
J            $            740.0        Uncommitted   February 28, 2020(8)
K            $            110.0        Uncommitted   April 11, 2020(9)





(1)  Maximum amount available at any one time.

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

(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) The program will be automatically extended through August 10, 2023 unless

either party provides 30 days notice of termination.

(7) The program will be automatically extended through August 21, 2023 unless

either party provides 30 days notice of termination.

(8) As of the date of this filing, program J is no longer being utilized as it

has been replaced with a new $500.0 million program (see footnote 10 below

for details).

(9) The program will be automatically extended each year through April 11, 2025

unless either party provides 30 days notice of termination.

(10) We entered into two new trade accounts receivable sale programs on December

5, 2019 with maximum amounts of $500.0 million and CHF 100.0 million,

respectively.




During the three months ended November 30, 2019, we sold $2.0 billion of trade
accounts receivable under these programs and we received cash proceeds of $2.0
billion. As of November 30, 2019, we had up to $1.4 billion in available
liquidity under our trade accounts receivable sale programs.
Capital Expenditures
For fiscal year 2020, we anticipate our net capital expenditures will be
approximately $800.0 million. Our capital expenditures will support ongoing
maintenance in our DMS and EMS segments and investments in new 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):

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                                                                 Three months ended
                                                       November 30, 2019     November 30, 2018
Net cash provided by (used in) operating activities   $          20,944     $         (91,693 )
Net cash used in investing activities                          (325,730 )            (131,252 )
Net cash used in financing activities                          (136,880 )            (235,460 )
Effect of exchange rate changes on cash and cash
equivalents                                                      (1,835 )               4,865
Net decrease in cash and cash equivalents             $        (443,501 )

$ (453,540 )




Operating Activities
Net cash provided by operating activities during the three months ended
November 30, 2019 was primarily due to non-cash expenses and an increase in
accounts payable, accrued expenses and other liabilities, partially offset by
increased accounts receivable, inventories and contract assets. The increase in
accounts payable, accrued expenses and other liabilities is primarily due to an
increase in materials purchases due to increased demand in the cloud business,
the timing of purchases and cash payments as well as an increase due to the
timing of collections on accounts receivable sale programs. The increase in
accounts receivable is primarily driven by higher sales and the timing of
collections. The increase in inventories supports expected sales levels in the
second quarter of fiscal year 2020 and also is due to increased demand. The
increase in contract assets primarily due to the timing of revenue recognition
for over time customers.
Investing Activities
Net cash used in investing activities during the three months ended November 30,
2019 consisted primarily of capital expenditures principally to support ongoing
business in the DMS and EMS segments and expenditures for assets acquired in
connection with the third closing of the acquisition of certain assets of JJMD,
partially offset by proceeds and advances from the sale of property, plant and
equipment.
Financing Activities
Net cash used in financing activities during the three months ended November 30,
2019 was primarily due to: (i) payments for debt agreements, (ii) the repurchase
of our common stock and (iii) dividend payments. Net cash used in financing
activities was partially offset by borrowings under debt agreements.
Contractual Obligations
As of the date of this report, there were no material changes, other than those
disclosed below, outside the ordinary course of business, since August 31, 2019
to our contractual obligations and commitments.
In connection with the third closing of the acquisition of certain assets of
JJMD, we assumed additional contractual obligations related to postretirement
benefit plans and executed certain financing leases. The following table
provides details of these assumed obligations:
                                                            Payments due by period (in thousands)
                                                         Less than 1                                       After 5
                                            Total           year           1-3 years       3-5 years        years
Pension and postretirement contributions
and payments(1)                          $  10,599     $      10,599     $         -     $         -     $       -
Finance lease obligations(2)             $ 114,275     $       5,904     $    12,972     $    13,102     $  82,297

(1) Represents the estimated company contributions to the funded Switzerland

plan during fiscal year 2020. These future payments are not recorded on

the Condensed Consolidated Balance Sheets but will be recorded as

incurred. Refer to Note 7 - Postretirement and other Employee Benefits for

further discussion of the assumed postretirement benefit obligation.

(2) The amount payable after five years includes $75.1 million in purchase

requirements at the end of the respective leases.

Dividends and Share Repurchases


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We currently expect to continue to declare and pay regular 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.
In September 2019, the Board of Directors authorized the repurchase of up to
$600.0 million of our common stock as a part of a two-year capital allocation
framework (the "2020 Share Repurchase Program"). As of November 30, 2019, 2.6
million shares had been repurchased for $96.4 million and $503.6 million remains
available under the 2020 Share Repurchase Program.

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