What changed in this filing

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Item 1. Financial Statements

2025-04-08 compared with 2025-01-10 · 231 added, 124 removed, 639 unchanged (36% of the section changed)

3 unchanged sentences

(in millions, except for share data)

November 30, 2024

February 28, 2025

(Unaudited) August 31, 2024

6 unchanged sentences

Total current assets 12,614 12,791

Property, plant and equipment, net of accumulated depreciation of $ 4,763 as of November 30, 2024 and $ 4,736 as of August 31, 2024

Property, plant and equipment, net of accumulated depreciation of $ 4,848 as of February 28, 2025, and $ 4,736 as of August 31, 2024

Operating lease right-of-use assets 401 360

Goodwill 802 661

Intangible assets, net of accumulated amortization of $ 556 as of November 30, 2024 and $ 547 as of August 31, 2024

Intangible assets, net of accumulated amortization 302 143

Deferred income taxes 117 96

19 unchanged sentences

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

277,463,763 and 276,381,151 shares issued and 111,693,059 and 113,744,167 shares outstanding as of November 30, 2024 and August 31, 2024, respectively

277,826,033 and 276,381,151 shares issued and 109,539,804 and 113,744,167 shares outstanding as of February 28, 2025 and August 31, 2024, respectively

Additional paid-in capital 3,012 2,841

2 unchanged sentences

( 44 ) ( 46 )

Treasury stock at cost, 165,770,704 and 162,636,984 shares as of November 30, 2024 and August 31, 2024, respectively

Treasury stock at cost, 168,286,229 and 162,636,984 shares as of February 28, 2025, and August 31, 2024, respectively

( 7,570 ) ( 6,818 )

8 unchanged sentences

(in millions, except for per share data)

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Net revenue $ 6,728 $ 6,767 $ 13,722 $ 15,154

6 unchanged sentences

Restructuring, severance and related charges 45 70 128 197

Gain from the divestiture of businesses — ( 944 ) — ( 944 )

Acquisition and divestiture related charges 8 46 8 61

7 unchanged sentences

Net income attributable to Jabil Inc.

$ 117 $ 927 $ 217 $ 1,121

Earnings per share attributable to the stockholders of Jabil Inc.:

8 unchanged sentences

(in millions)

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Net income $ 117 $ 927 $ 217 $ 1,121

3 unchanged sentences

Actuarial loss

( 1 ) ( 2 ) ( 1 ) ( 5 )

Prior service credit

Total other comprehensive (loss) income ( 6 ) 11

Total other comprehensive income (loss) 8 ( 11 ) 2 —

Comprehensive income $ 125 $ 916 $ 219 $ 1,121

1 unchanged sentence

Comprehensive income attributable to Jabil Inc.

$ 125 $ 916 $ 219 $ 1,121

See accompanying notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in millions)

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Total stockholders' equity, beginning balances

3 unchanged sentences

Beginning balances 3,002 2,827 2,841 2,795

Disposition of noncontrolling interest 2 —

Shares issued under employee stock purchase plan 33 31 33 31

(Purchase) disposition of noncontrolling interest — ( 2 ) 2 ( 2 )

Treasury shares purchased ( 46 ) — 69 ( 13 )

Recognition of stock-based compensation 18 21 62 66

Reclassification of liability award 4 — 4 —

Provision for common stock warrant 1 — 1 —

Ending balances 3,012 2,877 3,012 2,877

3 unchanged sentences

Net income attributable to Jabil Inc.

117 927 217 1,121

Ending balances 5,960 5,512 5,960 5,512

1 unchanged sentence

Beginning balances ( 52 ) ( 6 ) ( 46 ) ( 17 )

Total other comprehensive (loss) income

Total other comprehensive income (loss)

Ending balances ( 44 ) ( 17 ) ( 44 ) ( 17 )

8 unchanged sentences

Net income attributable to noncontrolling interests — — — —

Purchase of noncontrolling interest — ( 1 ) — ( 1 )

Ending balances — — — —

5 unchanged sentences

(in millions)

Three months ended

November 30, 2024 November 30, 2023

Six months ended

February 28, 2025 February 29, 2024

Cash flows provided by operating activities:

1 unchanged sentence

Depreciation, amortization, and other, net 373 356

Gain from the divestiture of businesses — ( 944 )

Change in operating assets and liabilities, exclusive of net assets acquired 56 133

Net cash provided by operating activities

Cash flows used in investing activities:

Cash flows (used in) provided by investing activities:

Acquisition of property, plant and equipment ( 213 ) ( 554 )

3 unchanged sentences

Other, net 17 ( 12 )

Net cash used in investing activities

Net cash (used in) provided by investing activities

( 503 ) 1,558

4 unchanged sentences

Dividends paid to stockholders ( 19 ) ( 22 )

Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan 33 31

Treasury stock minimum tax withholding related to vesting of restricted stock ( 41 ) ( 67 )

Other, net ( 3 ) ( 5 )

Net cash used in financing activities

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 6 ) ( 7 )

Net decrease in cash and cash equivalents

( 143 ) ( 254 )

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period 2,201 1,804

12 unchanged sentences

(the “Company”) for the fiscal year ended August 31, 2024.

Results for the three months ended November 30, 2024 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2025.

Results for the six months ended February 28, 2025, are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2025.

The Company has made certain reclassification adjustments to conform prior period amounts to the current presentation, including adjustments related to the change in reportable segments.

5 unchanged sentences

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 conjunction with the trade accounts receivable sale programs, the Company is required to remit amounts collected as a servicer under the trade accounts receivable sale programs to the unaffiliated financial institutions that purchased the receivables.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 571 million and $ 367 million as of February 28, 2025, and August 31, 2024, respectively.

Transfers of the receivables under the trade accounts receivable sale programs are accounted for as sales and, accordingly, net receivables sold under the trade accounts receivable sale 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 following is a summary of the trade accounts receivable sale programs with unaffiliated financial institutions where the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase, at a discount, on an ongoing basis (in millions):

The following is a summary of the Company’s uncommitted trade accounts receivable sale programs with unaffiliated financial institutions where the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase, at a discount, on an ongoing basis (in millions):

Maximum Amount (1)(2)

Type of Facility Expiration Date

$ 350 Uncommitted

$ 120 Uncommitted

$ 230 Uncommitted

May 4, 2028 (2)

$ 170 Uncommitted

$ 50 Uncommitted

$ 100 Uncommitted

$ 1,200 Uncommitted

$ 250 Uncommitted

$ 100 Uncommitted

$ 75 Uncommitted

January 23, 2025 (2)

(1) Maximum amount of trade accounts receivable that may be sold under a facility at any one time.

(2) Any party may elect to terminate the agreement upon 30 days prior notice.

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

(2) 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 connection with the trade accounts receivable sale programs, the Company recognized the following (in millions):

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Trade accounts receivable sold $ 2,027 $ 1,818 $ 3,713 $ 3,854

1 unchanged sentence

Pre-tax losses on sale of receivables (1)

$ 11 $ 9 $ 21 $ 20

(1) Recorded to other expense within the Condensed Consolidated Statements of Operations.

Inventories consist of the following (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Raw materials $ 3,856 $ 3,903

6 unchanged sentences

Revenue and cost of revenue associated with components procured directly from customers is accounted for on a net basis if the components do not constitute a distinct good or service from the customer.

As of November 30, 2024 and August 31, 2024, the Company had $ 1.1 billion and $ 734 million, respectively, of components included in prepaid expenses and other current assets in the Company’s Consolidated Balance Sheets, related to purchases made to procure components for customers whereby the associated revenue is expected to be accounted for on a net basis once transferred to the customer.

As of February 28, 2025, and August 31, 2024, the Company had $ 951 million and $ 734 million, respectively, of components included in prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets, related to purchases made to procure components for customers whereby the associated revenue is expected to be accounted for on a net basis once transferred to the customer.

During fiscal year 2025, the Company entered into new operating and finance leases.

The future minimum lease payments under these new leases as of November 30, 2024, were as follows (in millions):

The future minimum lease payments under these new leases as of February 28, 2025, were as follows (in millions):

Payments due by period

11 unchanged sentences

As a result of these analyses, the Company determined that goodwill was not impaired before or after the reorganization.

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the three months ended November 30, 2024 (in millions):

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the six months ended February 28, 2025 (in millions):

Regulated Industries Intelligent Infrastructure

3 unchanged sentences

Change in foreign currency exchange rates ( 7 ) — ( 1 ) ( 8 )

Balance as of November 30, 2024

Balance as of February 28, 2025

$ 615 $ 86 $ 101 $ 802

(1) During the fiscal year 2025 and in connection with the acquisitions of Pharmaceutics International, Inc.

(“Pii”) and Mikros Technologies LLC (“Mikros Technologies”), the Company recognized goodwill of $ 132 million and $ 17 million, respectively.

See Note 17 – “Business Acquisitions and Divestitures” for additional information.

The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Gross Carrying

3 unchanged sentences

Goodwill $ 1,822 $ 1,020 $ 1,681 $ 1,020

The following table presents the Company’s total purchased intangible assets as of the periods indicated (in millions):

(in years) February 28, 2025 (1)

August 31, 2024

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

Contractual agreements and customer relationships 11 $ 495 $ ( 278 ) $ 217 $ 361 $ ( 270 ) $ 91

Intellectual property 9 243 ( 184 ) 59 198 ( 181 ) 17

Finite-lived trade names 2 134 ( 108 ) 26 130 ( 95 ) 35

Total intangible assets 10 $ 872 $ ( 570 ) $ 302 $ 689 $ ( 546 ) $ 143

(1) In connection with the acquisition of Pii, the Company acquired $ 149 million of intangible assets, including $ 109 million assigned to contractual agreements and customer relationships and $ 38 million assigned to intellectual property.

In connection with the acquisition of Mikros Technologies, the Company acquired $ 40 million of intangible assets, including $ 31 million assigned to contractual agreements and customer relationships.

See Note 17 – “Business Acquisitions and Divestitures” for additional information.

Intangible asset amortization during the three months and six months ended February 28, 2025 was approximately $ 15 million and $ 28 million, respectively.

Intangible asset amortization during the three months and six months ended February 29, 2024 was approximately $ 9 million and $ 15 million, respectively.

The estimated future amortization expense is as follows (in millions):

Fiscal Year Ended August 31,

Thereafter 115

Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of November 30, 2024, and August 31, 2024, are summarized below (in millions):

Maturity Date November 30, 2024 August 31, 2024

Notes payable and long-term debt outstanding as of February 28, 2025, and August 31, 2024, are summarized below (in millions):

Maturity Date February 28, 2025 August 31, 2024

3.950 % Senior Notes

12 unchanged sentences

Jan 22, 2026 and Jan 22, 2028 — —

Borrowings under loans Jul 31, 2026 — —

Total notes payable and long-term debt 2,883 2,880

2 unchanged sentences

$ 2,883 $ 2,880

(1) As of November 30, 2024, the Company has $ 4.0 billion in available unused borrowing capacity under its revolving credit facilities.

(1) As of February 28, 2025, the Company has $ 4.0 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.

5 unchanged sentences

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 November 30, 2024, and August 31, 2024, the Company was in compliance with its debt covenants.

As of February 28, 2025, and August 31, 2024, the Company was in compliance with its debt covenants.

Refer to Note 18 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

2 unchanged sentences

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.

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.

The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under the global asset-backed securitization program.

1 unchanged sentence

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 November 30, 2024.

Effective November 21, 2024, the terms of the global asset-backed securitization program were amended to extend the termination date from November 2024 to January 2025.

Effective January 23, 2025, the terms of the global asset-backed securitization program were amended to extend the termination date from January 2025 to January 2028.

The maximum amount of net cash proceeds available at any one time is $ 700 million.

As of November 30, 2024, the Company had no available liquidity under its global asset-backed securitization program.

In conjunction with the global asset-backed securitization program, the Company is required to remit amounts collected as a servicer under the global asset-backed securitization program to a special purpose entity, which in turn sells certain receivables to unaffiliated financial institutions that purchased the receivables.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 368 million and $ 338 million as of February 28, 2025, and August 31, 2024, respectively.

Transfers of the receivables under the asset-backed securitization program are accounted for as sales and, accordingly, net receivables sold under the asset-backed securitization program 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.

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

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Trade accounts receivable sold $ 980 $ 968 $ 2,047 $ 1,957

2 unchanged sentences

Pre-tax losses on sale of receivables (2)

$ 10 $ 13 $ 22 $ 23

(1) The amounts primarily represent proceeds from collections reinvested in revolving-period transfers.

1 unchanged sentence

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 November 30, 2024, and August 31, 2024, the Company was in compliance with all covenants under the global asset-backed securitization program.

As of February 28, 2025, and August 31, 2024, the Company was in compliance with all covenants under the global asset-backed securitization program.

Accrued Expenses

Accrued expenses consist of the following (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Inventory deposits $ 1,340 $ 1,582

3 unchanged sentences

Accrued expenses $ 5,584 $ 5,499

(1) Revenue recognized during the three months ended November 30, 2024, and 2023 that was included in the contract liability balance as of August 31, 2024, and 2023 was $ 150 million and $ 161 million, respectively.

(1) Revenue recognized during the three months and six months ended February 28, 2025 that was included in the contract liability balance as of August 31, 2024, was $ 139 million and $ 289 million, respectively.

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.

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 ended November 30, 2024, and 2023 (in millions):

Three months ended

November 30, 2024 November 30, 2023

The following table provides information about the net periodic benefit cost for all plans for the three months and six months ended February 28, 2025, and February 29, 2024 (in millions):

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Service cost (1)

$ 5 $ 5 $ 11 $ 10

Interest cost (2)

Expected long-term return on plan assets (2)

( 4 ) ( 5 ) ( 9 ) ( 9 )

Recognized actuarial gain (2)

— ( 1 ) — ( 3 )

Amortization of actuarial gain (2)(3)

( 1 ) ( 1 ) ( 1 ) ( 2 )

Amortization of prior service cost (2)

19 unchanged sentences

The gains and losses recognized in earnings due to hedge ineffectiveness and the amount excluded from effectiveness testing 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 aggregate notional amount of these outstanding contracts as of November 30, 2024, and August 31, 2024, was $ 348 million and $ 353 million, respectively.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between December 1, 2024, and August 31, 2025.

The aggregate notional amount of these outstanding contracts as of February 28, 2025, and August 31, 2024, was $ 315 million and $ 353 million, respectively.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between March 1, 2025, and November 30, 2025.

Net Investment Hedges

3 unchanged sentences

The maturity dates and aggregate notional amount of these outstanding contracts are as follows (in millions):

Maturity date November 30, 2024 August 31, 2024

Maturity date February 28, 2025 August 31, 2024

October 2024 $ — $ 140

8 unchanged sentences

The gains and losses from changes in fair values are recognized immediately in current earnings.

The aggregate notional amount of these outstanding contracts as of November 30, 2024, and August 31, 2024, was $ 2.6 billion and $ 2.6 billion, respectively.

The aggregate notional amount of these outstanding contracts as of February 28, 2025, and August 31, 2024, was $ 2.7 billion and $ 2.6 billion, respectively.

The Effect of Derivative Instruments on AOCI and the Condensed Consolidated Statements of Operations

The following table sets forth the gains and losses of the Company's derivative instruments designated as cash flow hedges and net investment hedges in OCI, and not designated as hedging instruments in the Condensed Consolidated Statements of Operations for the periods presented (in millions):

Three months ended

Financial Statement Line Item November 30, 2024 November 30, 2023

Three months ended Six months ended

Financial Statement Line Item February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Derivative instruments designated as cash flow hedges:

(Losses) recognized in OCI (1)

Gains (losses) recognized in OCI (1)

$ 1 $ ( 1 ) $ ( 11 ) $ ( 4 )

3 unchanged sentences

Derivative instruments designated as net investment hedges:

Gains (losses) recognized in OCI (1)

Gains recognized in OCI (1)

$ 7 $ 4 $ 28 $ —

(Gains) reclassified from AOCI into earnings (1)

Gain from the divestiture of businesses $ — $ ( 4 ) $ — $ ( 4 )

Derivative instruments not designated as hedging instruments:

(Losses) gains recognized in earnings from forward foreign exchange contracts Cost of revenue $ ( 5 ) $ ( 11 ) $ ( 26 ) $ 7

Gains (losses) recognized in earnings from changes in foreign currency Cost of revenue $ 10 $ ( 38 )

(1) Amounts are net of tax, which are immaterial for the three months ended November 30, 2024, and 2023.

(Losses) gains recognized in earnings from changes in foreign currency Cost of revenue $ ( 7 ) $ 3 $ 3 $ ( 35 )

(1) Amounts are net of tax, which are immaterial for the three months and six months ended February 28, 2025, and February 29, 2024.

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

3 unchanged sentences

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 November 30, 2024, there are no outstanding interest rate swaps.

As of February 28, 2025, there are no outstanding interest rate swaps.

In March 2025, the Company entered into forward interest rate swap transactions to hedge the fixed interest rate payments for an anticipated debt issuance or the contractually specified SOFR interest rates for anticipated term loan borrowings.

The forward interest rate swaps have an aggregate notional amount of $ 100 million and have been designated as hedging instruments and accounted for as cash flow hedges.

The forward interest rate swaps are scheduled to expire on July 31, 2026.

If the anticipated debt issuance or term loan borrowings occurs before July 31, 2026, the contracts will be terminated simultaneously with the debt issuance or term loan borrowings.

The contracts will be settled with the respective counterparties on a net basis at the time of termination or expiration.

Changes in the fair value of the forward interest rate swap transactions will be recorded on the Condensed Consolidated Balance Sheets as a component of AOCI.

Accumulated Other Comprehensive Income

The following table sets forth the changes in AOCI, net of tax, by component for the three months ended November 30, 2024 (in millions):

The following table sets forth the changes in AOCI, net of tax, by component for the six months ended February 28, 2025 (in millions):

Foreign Currency

Translation Adjustment Net Investment Hedges Derivative

Instruments Actuarial Gain Prior Service (Cost) Credit Total

Instruments Actuarial Gain (Loss) Prior Service (Cost) Credit Total

Balance as of August 31, 2024

4 unchanged sentences

( 34 ) 28 7 ( 1 ) 2 2

Balance as of November 30, 2024

Balance as of February 28, 2025

$ ( 78 ) $ 4 $ 19 $ 28 $ ( 17 ) $ ( 44 )

2 unchanged sentences

Three months ended (1)

Comprehensive Income Components Financial Statement Line Item November 30, 2024 November 30, 2023

Six months ended (1)

Comprehensive Income Components Financial Statement Line Item February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Realized gains on foreign currency translation Gain from the divestiture of businesses $ — $ ( 2 ) $ — $ ( 2 )

Realized (gains) losses on pension and postretirement plans:

Actuarial gains

$ ( 1 ) $ ( 2 ) $ ( 1 ) $ ( 5 )

Prior service costs

(1) Amounts are net of tax, which are immaterial for the three months ended November 30, 2024 and 2023.

$ 1 $ 1 $ 2 $ 2

(1) Amounts are net of tax, which are immaterial for the three months and six months ended February 28, 2025 and February 29, 2024.

(2) Amounts are included in the computation of net periodic benefit cost.

2 unchanged sentences

The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Restricted stock units $ 15 $ 18 $ 55 $ 60

1 unchanged sentence

Total $ 21 $ 23 $ 65 $ 69

As of November 30, 2024 , the shares available to be issued under t he 2021 Equity Incentive Plan were 7,098,261 .

As of February 28, 2025 , the shares available to be issued under t he 2021 Equity Incentive Plan were 7,117,366 .

Restricted Stock Units

5 unchanged sentences

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 three months ended November 30, 2024, and 2023, the Company awarded approximately 0.6 million and 0.4 million time-based restricted stock units, respectively, 0.1 million and 0.1 million performance-based restricted stock units, respectively, and 0.1 million and 0.1 million market-based restricted stock units, respectively.

During the six months ended February 28, 2025, and 2024, the Company awarded approximately 0.6 million and 0.4 million time-based restricted stock units, respectively, 0.1 million and 0.1 million performance-based restricted stock units, respectively, and 0.1 million and 0.1 million market-based restricted stock units, respectively.

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

November 30, 2024

February 28, 2025

Unrecognized stock-based compensation expense – restricted stock units $ 86

2 unchanged sentences

The following represents the common stock outstanding for the periods indicated:

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Common stock outstanding:

1 unchanged sentence

111,693,059 128,647,431 113,744,167 131,294,422

Shares issued under employee stock purchase plan

355,851 338,316 355,851 338,316

Vesting of restricted stock

18 unchanged sentences

As of November 30, 2024, no authorization remained under the amended 2023 Share Repurchase Program.

(3) As of January 2, 2025, 4.3 million shares had been repurchased for $ 636 million and $ 364 million remains available under the 2025 Share Repurchase Program.

(3) As of February 28, 2025, 4.3 million shares had been repurchased for $ 636 million and $ 364 million remained available under the 2025 Share Repurchase Program.

As of April 3, 2025, 6.5 million shares had been repurchased for $ 972 million and $ 28 million remains available under the 2025 Share Repurchase Program.

Under ASR agreements, the Company makes payments to the participating financial institutions and receives an initial delivery of shares of common stock.

6 unchanged sentences

Q2 FY 2025 Q3 FY 2025 (1) $ 310 1.8 0.2 2.0 $ 154.44

Q3 FY 2025 Q4 FY 2025 $ 309 1.8 (2) (2) $ 135.99

(1) In December 2024, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $ 310 million, excluding excise tax, of the Company’s common stock.

Under the ASR agreements, the Company made payments of $ 310 million to participating financial institutions and received an initial delivery of shares of common stock.

In March 2025, the ASR transaction was completed, and 0.2 million additional shares were delivered under the Q2 FY 2025 ASR agreements.

(2) In March 2025, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $ 309 million, excluding excise tax, of the Company’s common stock.

Under the ASR agreements, the Company made payments of $ 309 million to participating financial institutions and received an initial delivery of shares of common stock.

The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR agreements.

In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):

Three months ended

November 30, 2024 November 30, 2023

Shares Cost Shares Cost

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Shares Cost Shares Cost Shares Cost Shares Cost

Open market share repurchases (1)

0.7 $ 94 6.5 $ 824 2.5 $ 326 6.5 $ 824

(1) As of November 30, 2024, $ 768 million remains available under the 2025 Share Repurchase Program.

(1) As of April 3, 2025, 2.7 million shares had been repurchased for $ 353 million through open market transactions under the 2025 Share Repurchase Program.

On December 27, 2024, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”) to acquire up to 1,158,539 ordinary shares of the Company (“Warrant Shares”) at an initial exercise price of $ 137.7671 per share, which is the preceding 30 trading day VWAP.

The Warrant allows for cashless exercise and expires December 27, 2031.

The Warrant Shares are subject to vesting for payments for purchased products and services over the Warrant term, with a portion of the Warrant Shares having vested as of the Warrant issuance.

The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term, with 59,582 of the Warrant Shares having vested upon issuance.

Upon the consummation of an acquisition transaction (as defined in the Warrant), subject to certain exceptions, the unvested portion of the Warrant will vest in full.

1 unchanged sentence

The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments.

The Company accounts for the Warrant as an equity instrument within additional paid-in-capital at its estimated fair value on the Condensed Consolidated Balance Sheets, and the provision for common stock warrant is recorded as a reduction to revenue on the Condensed Consolidated Statements of Operations.

To estimate the fair value of the Warrant, the Company used the Black-Scholes option pricing model, which is based on assumptions that require management to use judgement.

Based on the estimated fair value, the Company determined the amount of provision for common stock warrant, which is amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the Warrant term.

The estimated fair value of the Warrant was determined as of the issuance date, using the Black-Scholes option pricing model.

The following assumptions were used in the model:

December 27, 2024

Stock price $ 145.92

Exercise price $ 137.77

Expected life 7.0 years

Expected volatility (1)

Risk-free interest rate 4.5 %

(1) The expected volatility was estimated using the historical volatility derived from the Company’s common stock.

The following table summarizes the Warrant activity for the six months ended February 28, 2025:

Warrant Shares

Outstanding as of August 31, 2024

Changes during the period

Shares granted 1,158,539

Shares vested ( 59,582 )

Outstanding as of February 28, 2025

Exercisable as of February 28, 2025

Concentration of Risk and Segment Data

1 unchanged sentence

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

During the three months ended November 30, 2024, the Company’s five largest customers accounted for approximately 33 % of its net revenue and 87 customers accounted for approximately 90 % of its net revenue.

During the six months ended February 28, 2025, the Company’s five largest customers accounted for approximately 33 % of its net revenue and 88 customers accounted for approximately 90 % of its net revenue.

Sales to these customers were reported in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce operating segments.

22 unchanged sentences

Three months ended

November 30, 2024 November 30, 2023

February 28, 2025 February 29, 2024

Point in time Over time Total Point in time Over time Total

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Total $ 1,715 $ 5,013 $ 6,728 $ 1,979 $ 4,788 $ 6,767

Six months ended

February 28, 2025 February 29, 2024

Point in time Over time Total Point in time Over time Total

Regulated Industries $ 268 $ 5,430 $ 5,698 $ 246 $ 5,930 $ 6,176

Intelligent Infrastructure 2,323 2,820 5,143 2,277 2,335 4,612

Connected Living and Digital Commerce (1)

820 2,061 2,881 2,565 1,801 4,366

Total $ 3,411 $ 10,311 $ 13,722 $ 5,088 $ 10,066 $ 15,154

(1) Decrease in point in time revenues from the prior period is primarily driven by the divestiture of the Mobility Business during the three months ended February 29, 2024.

2 unchanged sentences

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

Three months ended

November 30, 2024 (1)

November 30, 2023

Three months ended Six months ended (1)

February 28, 2025

February 29, 2024 February 28, 2025

February 29, 2024

Foreign source revenue 77.0 % 82.5 % 78.9 % 84.7 %

1 unchanged sentence

The following tables sets forth operating segment information (in millions):

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Segment income and reconciliation of income before income tax

9 unchanged sentences

Business interruption and impairment charges, net (2)

Gain from the divestiture of businesses (3)

Acquisition and divestiture related charges (3)

( 8 ) ( 46 ) ( 8 ) ( 61 )

Other expense (net of periodic benefit cost) ( 24 ) ( 25 ) ( 45 ) ( 48 )

1 unchanged sentence

Income before income tax $ 184 $ 1,062 $ 323 $ 1,297

(1) Charges recorded during the three months ended November 30, 2024 and 2023, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan, respectively.

(2) Charges recorded during the three months ended November 30, 2024, relate primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St.

(1) Charges recorded during the three months and six months ended February 28, 2025, and February 29, 2024, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan, respectively.

(2) Charges recorded during the six months ended February 28, 2025, relate primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St.

Petersburg, Florida, and Asheville and Hendersonville, North Carolina.

November 30, 2024 August 31, 2024

(3) The Company completed the divestiture of the Mobility Business and recorded a pre-tax gain of $ 944 million, subject to certain post-closing adjustments that were realized in March 2025.

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.

February 28, 2025 August 31, 2024

Total assets:

6 unchanged sentences

Following is a summary of the Company’s restructuring, severance, and related charges (in millions):

Three months ended

November 30, 2024 (1)

November 30, 2023 (2)

Three months ended Six months ended

February 28, 2025 (1)

February 29, 2024 (2)

February 28, 2025 (1)

February 29, 2024 (2)

Employee severance and benefit costs $ 18 $ 28 $ 45 $ 123

3 unchanged sentences

Total restructuring, severance and related charges (3)

$ 45 $ 70 $ 128 $ 197

(1) Primarily relates to the 2025 Restructuring Plan.

(2) Primarily relates to the 2024 Restructuring Plan.

(3) Includes $ 21 million and $ 32 million recorded in the Regulated Industries segment, $ 29 million and $ 29 million recorded in the Intelligent Infrastructure segment, $ 6 million and $ 47 million recorded in the Connected Living and Digital Commerce segment, and $ 27 million and $ 19 million of non-allocated charges for the three months ended November 30, 2024 and 2023, respectively.

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

The following table presents the Company’s restructuring, severance, and related charges disaggregated by segment (in millions):

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Total restructuring, severance and related charges:

Regulated Industries $ 3 $ 4 $ 24 $ 36

Intelligent Infrastructure 21 11 50 40

Connected Living and Digital Commerce ( 1 ) 31 5 78

Non-allocated charges 22 24 49 43

Total $ 45 $ 70 $ 128 $ 197

See Note 13 – “Concentration of Risk and Segment Data” to the Condensed Consolidated Financial Statements for further details on the change in reportable segments.

16 unchanged sentences

Cash payments ( 28 ) ( 3 ) — ( 8 ) ( 39 )

Balance as of November 30, 2024

Balance as of February 28, 2025

$ 16 $ — $ — $ 18 $ 34

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.

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 the Mobility Business and (ii) optimize the Company’s global footprint.

This action includes headcount reductions across our SG&A cost base and capacity realignment (the “2024 Restructuring Plan”).

8 unchanged sentences

Cash payments ( 44 ) — — ( 6 ) ( 50 )

Balance as of November 30, 2024

Balance as of February 28, 2025

$ 23 $ 2 $ — $ 3 $ 28

1 unchanged sentence

federal statutory income tax rate and the Company's effective income tax rate are as follows:

Three months ended

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

federal statutory income tax rate 21.0 % 21.0 % 21.0 % 21.0 %

Effective income tax rate 36.2 % 12.7 % 32.7 % 13.6 %

The effective income tax rate differed for the three months ended November 30, 2024, compared to the three months ended November 30, 2023, primarily due to:

(i) a change in the jurisdictional mix of earnings, driven in part by decreased income before income taxes in low tax rate jurisdictions for the three months ended November 30, 2024, (ii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024, (iii) a $ 19 million income tax benefit for the reversal of an unrecognized tax benefit due to audit closure for the three months ended November 30, 2023, and (iv) an $ 11 million income tax benefit for the reversal of a portion of the U.S.

valuation allowance related to an acquisition for the three months ended November 30, 2023.

The effective income tax rate differed for the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, primarily due to:

(i) a change in the jurisdictional mix of earnings, driven in part by decreased income before income taxes in low tax rate jurisdictions for the three months and six months ended February 28, 2025, (ii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the six months ended February 28, 2025, and (iii) 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 ended November 30, 2024 and 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 for the three months ended November 30, 2023, (iv) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024, (v) a $ 19 million income tax benefit associated with the reversal of an unrecognized tax benefit due to audit closure for the three months ended November 30, 2023, and (vi) an $ 11 million income tax benefit for the reversal of a portion of the U.S.

valuation allowance related to an acquisition for the three months ended November 30, 2023.

federal statutory income tax rate of 21.0% during the three months and six months ended February 28, 2025 and February 29, 2024, primarily due to:

(i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the six months ended February 28, 2025, (iv) tax incentives granted to sites in China, Malaysia, Singapore, and Vietnam for the three months and six months ended February 29, 2024, and (v) 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 .

Earnings Per Share and Dividends

7 unchanged sentences

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

November 30, 2024 November 30, 2023

Three months ended Six months ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Restricted stock units 334.3 293.5 334.3 309.5

The following table sets forth cash dividends declared by the Company to common stockholders during the three months ended November 30, 2024, and 2023 (in millions, except for per share data):

The following table sets forth cash dividends declared by the Company to common stockholders during the six months ended February 28, 2025, and February 29, 2024 (in millions, except for per share data):

Declaration Date Dividend

4 unchanged sentences

October 17, 2024 $ 0.08 $ 9 November 15, 2024 December 3, 2024

January 23, 2025 $ 0.08 $ 8 February 18, 2025 March 4, 2025

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

Business Acquisitions and Divestitures

Fiscal Year 2025

On October 1, 2024, the Company completed the acquisition of Mikros Technologies LLC for consideration transferred of $ 63 million.

Mikros Technologies LLC is a leader in the engineering and manufacturing of liquid cooling solutions for thermal management.

On February 3, 2025, the Company completed the acquisition of Pharmaceutics International, Inc.

(“Pii”) for cash consideration transferred of $ 307 million.

The final purchase price is subject to adjustment based on certain customary conditions as outlined in the purchase agreement.

Pii is a contract development and manufacturing organization specializing in early stage, clinical, and commercial volume aseptic filling, lyophilization, and oral solid dose manufacturing.

The acquisition will enhance the Company’s existing Regulated Industries service offerings, which includes the development and commercial production of auto-injectors, pen injectors, inhalers, and on-body pumps.

The acquisition of Pii was accounted for as a business combination using the acquisition method of accounting.

Assets acquired of $ 349 million, including $ 149 million in intangible assets and $ 132 million in goodwill, and liabilities assumed of $ 42 million were recorded at their estimated fair values as of the acquisition date.

The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed, and tax adjustments.

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 Regulated Industries segment.

Goodwill is primarily attributable to expected synergies enabling comprehensive support for customers in drug development, clinical trials, and product commercialization at scale.

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 February 3, 2025.

Pro forma information has not been provided as the acquisition of Pii is not deemed to be significant.

On October 1, 2024, the Company completed the acquisition of Mikros Technologies LLC (“Mikros Technologies”) for consideration transferred of $ 63 million.

Mikros Technologies is a leader in the engineering and manufacturing of liquid cooling solutions for thermal management.

The final purchase price is subject to adjustment based on certain customary conditions as outlined in the purchase agreement.

The acquisition of Mikros Technologies was accounted for as a business combination using the acquisition method of accounting.

24 unchanged sentences

On December 29, 2023, the Closing Date, the Company completed the sale of the Mobility Business.

As a result of the transaction, the Company derecognized net assets of approximately $ 1.2 billion, and recorded a pre-tax gain of $ 942 million, subject to certain post-closing adjustments that are still being finalized.

As a result of the transaction, the Company derecognized net assets of approximately $ 1.2 billion, and recorded a pre-tax gain of $ 942 million in the fiscal year ended August 31, 2024.

Certain post-closing adjustments were realized in March 2025, which will result in recognition of a $ 54 million pre-tax gain during the three months ended May 31, 2025.

In addition, the Company agreed to indemnify BYDE from certain liabilities that may arise post-close that relate to periods prior to the Closing Date.

3 unchanged sentences

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 November 30, 2024 August 31, 2024

Fair Value Hierarchy February 28, 2025 August 31, 2024

Cash and cash equivalents:

27 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 (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value

40 unchanged sentences

retaining key personnel;

risks associated with international sales and operations, including geopolitical uncertainties;

risks associated with international sales and operations, including geopolitical uncertainties and trade disputes that have resulted in tariffs and other protectionist measures and could result in further such actions in the future;

energy price increases or shortages;

17 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