What changed in this filing

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Item 1. Financial Statements

2021-07-02 compared with 2021-04-02 · 107 added, 156 removed, 578 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, except for share data)

February 28, 2021

August 31, 2020

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts of $ 26,916 as of February 28, 2021 and $ 25,827 as of August 31, 2020

Accounts receivable, net of allowance for doubtful accounts of $ 26,939 as of May 31, 2021 and $ 25,827 as of August 31, 2020

Contract assets

2 unchanged sentences

Total current assets

Property, plant and equipment, net of accumulated depreciation of $ 4,762,227 as of February 28, 2021 and $ 4,525,758 as of August 31, 2020

Property, plant and equipment, net of accumulated depreciation of $ 4,922,191 as of May 31, 2021 and $ 4,525,758 as of August 31, 2020

Operating lease right-of-use asset

Intangible assets, net of accumulated amortization of $ 418,635 as of February 28, 2021 and $ 395,074 as of August 31, 2020

Intangible assets, net of accumulated amortization of $ 430,994 as of May 31, 2021 and $ 395,074 as of August 31, 2020

Deferred income taxes

17 unchanged sentences

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

266,842,954 and 263,830,270 shares issued and 149,366,501 and 150,330,358 shares outstanding as of February 28, 2021 and August 31, 2020, respectively

266,865,062 and 263,830,270 shares issued and 146,837,466 and 150,330,358 shares outstanding as of May 31, 2021 and August 31, 2020, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated other comprehensive loss

Treasury stock at cost, 117,476,453 and 113,499,912 shares as of February 28, 2021 and August 31, 2020, respectively

Treasury stock at cost, 120,027,596 and 113,499,912 shares as of May 31, 2021 and August 31, 2020, respectively

( 2,893,193 )

9 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Cost of revenue

5 unchanged sentences

Operating income

Impairment on securities

(Gain) impairment on securities

Other (income) expense

13 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Net income (loss)

16 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Total stockholders' equity, beginning balances

8 unchanged sentences

Vesting of restricted stock

Purchase of noncontrolling interest

Recognition of stock-based compensation

5 unchanged sentences

Ending balances

Accumulated other comprehensive loss:

Accumulated other comprehensive income (loss):

Beginning balances

17 unchanged sentences

Net income attributable to noncontrolling interests

Purchase of noncontrolling interest

Declared dividends to noncontrolling interests

5 unchanged sentences

(in thousands)

Six months ended

February 28, 2021

February 29, 2020

Nine months ended

Cash flows provided by operating activities:

Net income (loss)

Adjustments to reconcile net income to net cash provided by operating activities:

15 unchanged sentences

Net cash used in investing activities

Cash flows (used in) provided by financing activities:

Cash flows used in financing activities:

Borrowings under debt agreements

5 unchanged sentences

Treasury stock minimum tax withholding related to vesting of restricted stock

Net cash (used in) provided by financing activities

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

14 unchanged sentences

(the “Company”) for the fiscal year ended August 31, 2020.

Results for the six months ended February 28, 2021 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2021.

Results for the nine months ended May 31, 2021 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2021.

Trade Accounts Receivable Sale Programs

2 unchanged sentences

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 each of the trade accounts receivable sale programs recognized during the three months and six months ended February 28, 2021 and February 29, 2020 were not material.

Servicing fees related to each of the trade accounts receivable sale programs recognized during the three months and nine months ended May 31, 2021 and 2020 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.

24 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Trade accounts receivable sold

3 unchanged sentences

Inventories consist of the following (in thousands):

February 28, 2021

August 31, 2020

5 unchanged sentences

Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of February 28, 2021 and August 31, 2020 are summarized below (in thousands):

Notes payable and long-term debt outstanding as of May 31, 2021 and August 31, 2020 are summarized below (in thousands):

Maturity Date

February 28, 2021

August 31, 2020

4 unchanged sentences

3.000 % Senior Notes

1.700 % Senior Notes (1)

Borrowings under credit facilities (2)(3)

Apr 23, 2021, Jan 22, 2023 and Jan 22, 2025

Jan 22, 2024 and Jan 22, 2026

Borrowings under loans (1)

2 unchanged sentences

Notes payable and long-term debt, less current installments

(1) As of February 28, 2021, the Company has $ 3.8 billion in available unused borrowing capacity under its revolving credit facilities.

The Revolving Credit Facility under the five-year unsecured credit facility entered into on January 22, 2020 (the “Credit Facility”) acts as the back-up facility for commercial paper outstanding, if any.

(1) On April 14, 2021, the Company issued $ 500.0 million of publicly registered 1.700 % Senior Notes due 2026 (the “ 1.700 % Senior Notes”).

The Company used the net proceeds for general corporate purposes, including repayment of the prior $ 300.0 million Term Loan Facility.

(2) On April 28, 2021, the Company entered into an amendment (the “Amendment”) to its senior unsecured credit agreement dated as of January 22, 2020 (the “Credit Facility”).

The Amendment, among other things, (i) increased the commitments available under the three-year revolving credit facility (the “ Three-Year Revolving Credit Facility”) from $ 700.0 million to $ 1.2 billion, (ii) instituted certain sustainability-linked adjustments to the interest rates applicable to borrowings under the Credit Facility and (iii) extended the termination date of the Three-Year Revolving Credit Facility to January 22, 2024, and of the Five-Year Revolving Credit Facility of $ 2.0 billion to January 22, 2026.

(3) As of May 31, 2021, the Company has $ 3.8 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 $ 1.8 billion under its commercial paper program.

4 unchanged sentences

The Company is also subject to certain covenants requiring the Company to offer to repurchase the 4.700 %, 4.900 %, 3.950 %, 3.600 %, 3.000 % or 1.700 % Senior Notes upon a change of control.

As of February 28, 2021 and August 31, 2020, the Company was in compliance with its debt covenants.

As of May 31, 2021 and August 31, 2020, the Company was in compliance with its debt covenants.

Refer to Note 16 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

2 unchanged sentences

The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the asset-backed securitization programs.

Servicing fees related to each of the asset-backed securitization programs recognized during the three months and six months ended February 28, 2021 and February 29, 2020 were not material.

Servicing fees related to each of the asset-backed securitization programs recognized during the three months and nine months ended May 31, 2021 and 2020 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.

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

The special purpose entity in the foreign asset-backed securitization program is a separate bankruptcy-remote entity whose assets would be first available to satisfy the creditor claims of the unaffiliated financial institution.

The Company is

deemed the primary beneficiary of this special purpose entity as the Company has both the power to direct the activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivable into the special purpose entity.

The Company is deemed the primary beneficiary of this special purpose entity as the Company has both the power to direct the activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivable into the special purpose entity.

Accordingly, the special purpose entity associated with the foreign asset-backed securitization program is included in the Company’s Condensed Consolidated Financial Statements.

As of February 28, 2021, the special purpose entity has liabilities for which creditors do not have recourse to the general credit of the Company (primary beneficiary).

As of May 31, 2021, the special purpose entity has liabilities for which creditors do not have recourse to the general credit of the Company (primary beneficiary).

The liabilities cannot exceed the maximum amount of net cash proceeds under the foreign asset-backed securitization program.

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 February 28, 2021.

No liability has been recorded for obligations under the guarantee as of May 31, 2021.

The special purpose entity in the North American 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 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 February 28, 2021.

Following is a summary of the asset-backed securitization programs and key terms:

3 unchanged sentences

November 22, 2021

September 30, 2021

(1) Maximum amount available at any one time.

(2) As of February 28, 2021, the Company had up to $ 53.3 million in available liquidity under its asset-backed securitization programs.

(2) As of May 31, 2021, the Company had up to $ 148.5 million in available liquidity under its asset-backed securitization programs, of which all available liquidity related to the foreign asset-backed securitization program.

(3) The Company terminated the foreign asset-backed securitization program on June 28, 2021.

In connection with the termination, the Company paid approximately $ 167.0 million in cash, which consisted of a remittance of collections received prior to that date in the Company’s role as servicer of sold receivables, and a repurchase at fair value of all previously sold receivables that remained outstanding as of that date.

The Company expects to receive payment on the repurchased receivables from the related customers during the fourth quarter of fiscal year 2021.

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

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Trade accounts receivable sold

5 unchanged sentences

The North American asset-backed securitization program covenants include compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility.

The foreign asset-backed securitization program covenants include limitations on certain corporate actions such as mergers and consolidations.

As of February 28, 2021 and August 31, 2020, the Company was in compliance with all covenants under the asset-backed securitization programs.

The foreign asset-backed securitization program covenants include limitations on certain corporate actions such as mergers and

consolidations.

As of May 31, 2021 and August 31, 2020, the Company was in compliance with all covenants under the asset-backed securitization programs.

Accrued Expenses

Accrued expenses consist of the following (in thousands):

February 28, 2021

August 31, 2020

3 unchanged sentences

Accrued expenses

(1) Revenue recognized during the six months ended February 28, 2021 and February 29, 2020 that was included in the contract liability balance as of August 31, 2020 and 2019 was $ 233.3 million and $ 201.1 million, respectively.

(1) Revenue recognized during the nine months ended May 31, 2021 and 2020 that was included in the contract liability balance as of August 31, 2020 and 2019 was $ 306.0 million and $ 260.9 million , respectively.

Postretirement and Other Employee Benefits

Net Periodic Benefit Cost

The following table provides information about the net periodic benefit cost for all plans for the three months and six months ended February 28, 2021 and February 29, 2020 (in thousands):

The following table provides information about the net periodic benefit cost for all plans for the three months and nine months ended May 31, 2021 and 2020 (in thousands):

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Service cost (1)

14 unchanged sentences

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 $ 658.1 million and $ 355.2 million as of February 28, 2021 and August 31, 2020, respectively.

A hedging relationship existed with an aggregate notional amount outstanding of $ 1.0 billion and $ 355.2 million as of May 31, 2021 and August 31, 2020, 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, 2021 and November 30, 2021.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between June 1, 2021 and May 31, 2022.

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 28, 2021 and August 31, 2020, was $ 3.2 billion and $ 2.9 billion, respectively.

The aggregate notional amount of these outstanding contracts as of May 31, 2021 and August 31, 2020, was $ 3.3 billion and $ 2.9 billion, respectively.

Refer to Note 16 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

The gains and losses recognized in earnings due to hedge ineffectiveness and the amount 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.

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

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

Derivatives Not Designated as Hedging Instruments Under ASC 815

Location of Gain on Derivatives Recognized in Net Income

Amount of Gain Recognized in Net Income on Derivatives

Location of Gain (Loss) on Derivatives Recognized in Net Income

Amount of Gain (Loss) Recognized in Net Income on Derivatives

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Forward foreign exchange contracts (1)

Cost of revenue

(1) For the three months and six months ended February 28, 2021, the Company recognized $ 26.2 million and $ 99.1 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

During the three months and six months ended February 29, 2020, the Company recognized $ 7.6 million and $ 36.4 million, respectively, of foreign currency losses in cost revenue, which are offset by the gains from the forward foreign exchange contracts.

(1) For the three months and nine months ended May 31, 2021, the Company recognized $ 21.5 million and $ 120.6 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

During the three months and nine months ended May 31, 2020, the Company recognized $ 36.9 million and $ 0.4 million, respectively, of foreign currency gains in cost revenue, which are offset by the losses from the forward foreign exchange contracts.

Interest Rate Risk Management

1 unchanged sentence

Cash Flow Hedges

The following table presents the interest rate swaps outstanding as of February 28, 2021, which have been designated as hedging instruments and accounted for as cash flow hedges:

The following table presents the interest rate swaps outstanding as of May 31, 2021, which have been designated as hedging instruments and accounted for as cash flow hedges:

Interest Rate Swap Summary

7 unchanged sentences

July 31, 2024

Anticipated Debt Issuance

July 31, 2024

(1) The contracts will be settled with the respective counterparties on a net basis at the expiration date for the forward interest rate swap.

3 unchanged sentences

Accumulated Other Comprehensive (Loss) Income

The following table sets forth the changes in accumulated other comprehensive (loss) income (“AOCI”), net of tax, by component for the six months ended February 28, 2021 (in thousands):

The following table sets forth the changes in accumulated other comprehensive (loss) income (“AOCI”), net of tax, by component for the nine months ended May 31, 2021 (in thousands):

Balance as of August 31, 2020

2 unchanged sentences

Other comprehensive income (loss) (1)

Balance as of February 28, 2021

Balance as of May 31, 2021

(1) Amounts are net of tax, which are immaterial.

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

Comprehensive Income Components

Financial Statement Line Item

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Realized (gains) losses on derivative instruments:

5 unchanged sentences

(1) The Company expects to reclassify $ 7.9 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

(2) Amounts are net of tax, which are immaterial for the three months and six months ended February 28, 2021 and February 29, 2020.

(2) Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2021 and 2020.

Stockholders’ Equity

1 unchanged sentence

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Restricted stock units

2 unchanged sentences

The 2021 EIP replaced the Company’s 2011 Stock Award and Incentive Plan, which terminated on October 21, 2020.

As of February 28, 2021, the shares available to be issued under the 2021 EIP were 10,919,155 .

As of May 31, 2021, the shares available to be issued under the 2021 EIP w ere 10,965,250 .

Restricted Stock Units

5 unchanged sentences

The market-based restricted stock units ha ve 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 28, 2021 and February 29, 2020, the Company awarded approximately 1.2 million and 1.1 million time-based restricted stock units, respectively, 0.4 million and 0.3 million performance-based restricted stock units, respectively, and 0.3 million and 0.3 million market-based restricted stock units, respectively.

During the nine months ended May 31, 2021 and 2020, the Company awarded approximately 1.2 million and 1.1 million time-based restricted stock units, respectively, 0.4 million and 0.3 million performance-based restricted stock units, respectively, and 0.3 million and 0.3 million market-based restricted stock units, respectively.

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

February 28, 2021

Unrecognized stock-based compensation expense—restricted stock units

3 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Common stock outstanding:

8 unchanged sentences

( 5,231,975 )

( 4,388,059 )

Ending balances

(1) In September 2019, the Company’s Board of Directors authorized the repurchase of up to $ 600.0 million of the Company’s common stock as part of a two-year capital allocation framework (the “2020 Share Repurchase Program”).

As of February 28, 2021, 9.4 million shares had been repurchased for $ 345.9 million and $ 254.1 million remains available under the 2020 Share Repurchase Program.

As of May 31, 2021, 11.9 million shares had been repurchased for $ 475.6 million and $ 124.4 million remains available under the 2020 Share Repurchase Program.

The 2020 Share Repurchase Program authorization expires at the end of fiscal year 2021.

2 unchanged sentences

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

During the six months ended February 28, 2021, the Company’s five largest customers accounted for approximately 49 % of its net revenue and 75 customers accounted for approximately 90 % of its net revenue.

During the nine months ended May 31, 2021, the Company’s five largest customers accounted for approximately 47 % of its net revenue and 79 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.

4 unchanged sentences

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.

Segment income does not include amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, acquisition and integration charges, impairment on securities, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, restructuring of securities loss, goodwill impairment charges, business interruption and impairment charges, net, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations, other expense (excluding certain components of net periodic benefit cost), interest income, interest expense, income tax expense or adjustment for net income (loss) attributable to noncontrolling interests.

Segment income does not include amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, acquisition and integration charges, (gain) impairment on securities, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, restructuring of securities loss, goodwill impairment charges, business interruption and impairment charges, net, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations, other expense (excluding certain components of net periodic benefit cost), interest income, interest expense, income tax expense or adjustment for net income (loss) attributable to noncontrolling interests.

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

As of September 1, 2020, certain customers have been realigned within the Company’s operating segments.

As there have been no changes to how the Company’s chief operating decision maker assesses operating performance and allocates resources, the Company’s operating segments which are the reporting segments continue to consist of the DMS and EMS segments.

Customers within the automotive and transportation and smart home and appliances industries are now presented within the DMS segment.

2 unchanged sentences

Three months ended

February 28, 2021

February 29, 2020

Timing of transfer

Point in time

Six months ended

February 28, 2021

February 29, 2020

Nine months ended

Timing of transfer

2 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Segment income and reconciliation of income before income tax

7 unchanged sentences

Acquisition and integration charges

Impairment on securities

Gain (impairment) on securities

Other expense (net of periodic benefit cost)

2 unchanged sentences

Income before income tax

February 28, 2021

August 31, 2020

Other non-allocated assets

As of February 28, 2021, the Company operated in 31 countries worldwide.

As of May 31, 2021, the Company operated in 31 countries worldwide.

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

1 unchanged sentence

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Foreign source revenue

2 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Employee severance and benefit costs

1 unchanged sentence

Total restructuring, severance and related charges (1)

(1) Primarily relates to the 2020 Restructuring Plan, and includes $ 2.5 million and $ 14.7 million recorded in the EMS segment, $ 4.0 million and $ 14.5 million recorded in the DMS segment and $ 0.1 million and $ 0.4 million of non-allocated charges for the three months ended February 28, 2021 and February 29, 2020, respectively.

Includes $( 0.5 ) million and $ 32.1 million recorded in the EMS segment, $ 5.0 million and $ 39.7 million recorded in the DMS segment and $ 0.4 million and $ 3.1 million of non-allocated charges for the six months ended February 28, 2021 and February 29, 2020, respectively.

(1) Primarily relates to the 2020 Restructuring Plan, and includes $ 0.0 million and $ 23.7 million recorded in the EMS segment, $ 0.6 million and $ 29.3 million recorded in the DMS segment and $ 0.1 million and $ 16.2 million of non-allocated charges for the three months ended May 31, 2021 and 2020, respectively.

Includes $( 0.4 ) million and $ 55.8 million recorded in the EMS segment, $ 5.5 million and $ 69.0 million recorded in the DMS segment and $ 0.6 million and $ 19.2 million of non-allocated charges for the nine months ended May 31, 2021 and 2020, respectively.

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

2 unchanged sentences

This action includes headcount reductions and capacity realignment (the “2020 Restructuring Plan”).

The 2020 Restructuring Plan, totaling $ 85.0 million in restructuring and other related costs, is substantially complete as of February 28, 2021.

The 2020 Restructuring Plan, totaling $ 85.0 million in restructuring and other related costs, is substantially complete as of May 31, 2021.

The table below summarizes the Company’s liability activity, primarily associated with the 2020 Restructuring Plan

8 unchanged sentences

Cash payments

Balance as of February 28, 2021

The Company’s liability associated with the worldwide workforce reduction initiated in the third quarter of fiscal year 2020 is $ 18.3 million as of February 28, 2021.

Balance as of May 31, 2021

The Company’s liability associated with the worldwide workforce reduction initiated in the third quarter of fiscal year 2020 is $ 14.0 million as of May 31, 2021.

Effective Income Tax Rate

1 unchanged sentence

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

federal statutory income tax rate

Effective income tax rate

The effective income tax rate decreased for the three months and six months ended February 28, 2021, compared to the three months and six months ended February 29, 2020, primarily due to increased income for the three months and six months ended February 28, 2021, driven in part by decreased restructuring charges in tax jurisdictions with minimal related income tax benefit.

The effective income tax rate decreased for the three months and nine months ended May 31, 2021, compared to the three months and nine months ended May 31, 2020, primarily due to:

(i) increased income for the three months and nine months ended May 31, 2021, driven in part by decreased restructuring charges in tax jurisdictions with minimal related income tax benefit and (ii) a $ 21.2 million income tax expense associated with the re-measurement of deferred tax assets related to an extension of a non-U.S.

tax incentive recorded during the three months ended May 31, 2020.

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 28, 2021 and February 29, 2020, primarily due to:

(i) losses in tax jurisdictions with existing valuation allowances and (ii) tax incentives granted to sites in Brazil, China, Malaysia, Singapore and Vietnam.

federal statutory income tax rate of 21.0% during the three months and nine months ended May 31, 2021 and 2020, primarily due to:

(i) losses in tax jurisdictions with existing valuation allowances, (ii) tax incentives granted to sites in Brazil, China, Malaysia, Singapore and Vietnam and (iii) a $ 21.2 million income tax expense associated with the re-measurement of deferred tax assets related to an extension of a non-U.S.

tax incentive recorded during the three months ended May 31, 2020.

Earnings Per Share and Dividends

8 unchanged sentences

Three months ended

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Nine months ended

Restricted stock units

1 unchanged sentence

Stock appreciation rights

The following table sets forth cash dividends declared by the Company to common stockholders during the six months ended February 28, 2021 and February 29, 2020 (in thousands, except for per share data):

The following table sets forth cash dividends declared by the Company to common stockholders during the nine months ended May 31, 2021 and 2020 (in thousands, except for per share data):

Declaration Date

10 unchanged sentences

March 2, 2021

April 22, 2021

Fiscal Year 2020:

5 unchanged sentences

March 4, 2020

April 15, 2020

Business Acquisitions

2 unchanged sentences

On October 26, 2020, under the terms of the framework agreement, the Company completed the fourth closing of its acquisition of certain assets of JJMD.

The preliminary aggregate purchase price paid for the fourth closing was approximately

$ 18.4 million in cash, which remains subject to certain post-closing adjustments based on conditions within the Framework Agreement.

The aggregate purchase price paid for the fourth closing was approximately $ 18.9 million in cash.

Total assets acquired of $ 29.8 million and total liabilities assumed of $ 10.9 million were recorded at their estimated fair values as of the acquisition date.

9 unchanged sentences

Fair Value Hierarchy

February 28, 2021

August 31, 2020

20 unchanged sentences

Extended interest rate swap not designated as a hedging instrument (Note 8)

Forward interest rate swaps:

Derivatives designated as hedging instruments (Note 8)

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

7 unchanged sentences

The following table presents the assets held for sale:

February 28, 2021

August 31, 2020

11 unchanged sentences

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:

February 28, 2021

August 31, 2020

9 unchanged sentences

3.000 % Senior Notes

1.700 % Senior Notes

(1) The fair value estimates are based upon observable market data.

1 unchanged sentence

Commitments and Contingencies

During the six months ended February 28, 2021, the Company entered into certain new finance leases with minimum lease payments of $ 95.3 million, due primarily in 2023.

During fiscal year 2021, the Company entered into new operating and finance leases.

The future minimum lease payments under these new leases as of May 31, 2021 are summarized below.

Payments due by period (in thousands)

After 5 years

Operating lease obligations

Finance lease obligations (1)

(1) As of May 31, 2021 , the future minimum lease payments exclude $ 154.9 million of residual value guarantees that could potentially come due in future periods.

The Company does not believe it is probable that any amounts will be owed under these guarantees.

Therefore, no amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities .

Legal Proceedings

7 unchanged sentences

During fiscal year 2018, the FASB issued a new accounting standard which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

This guidance is effective for the Company beginning

in the first quarter of fiscal year 2021.

This guidance was effective for the Company beginning in the first quarter of fiscal year 2021.

The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

42 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements