What changed in this filing

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Item 1. Financial Statements

2025-06-30 compared with 2025-04-08 · 144 added, 127 removed, 743 unchanged (27% of the section changed)

3 unchanged sentences

(in millions, except for share data)

February 28, 2025

(Unaudited) August 31, 2024

6 unchanged sentences

Total current assets 13,782 12,791

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

Property, plant and equipment, net of accumulated depreciation of $ 4,962 as of May 31, 2025, and $ 4,736 as of August 31, 2024

Operating lease right-of-use assets 431 360

22 unchanged sentences

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

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

277,826,971 and 276,381,151 shares issued and 107,318,837 and 113,744,167 shares outstanding as of May 31, 2025 and August 31, 2024, respectively

Additional paid-in capital 2,998 2,841

2 unchanged sentences

( 10 ) ( 46 )

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

Treasury stock at cost, 170,508,134 and 162,636,984 shares as of May 31, 2025, and August 31, 2024, respectively

( 7,876 ) ( 6,818 )

8 unchanged sentences

(in millions, except for per share data)

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Net revenue $ 7,828 $ 6,765 $ 21,550 $ 21,919

9 unchanged sentences

Operating income 403 261 845 1,695

Loss on securities 46 — 46 —

Other expense

16 unchanged sentences

(in millions)

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Net income $ 222 $ 129 $ 439 $ 1,250

Other comprehensive (loss) income:

Other comprehensive income (loss):

Change in foreign currency translation 18 1 12 ( 6 )

12 unchanged sentences

(in millions)

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Total stockholders' equity, beginning balances

4 unchanged sentences

Shares issued under employee stock purchase plan — — 33 31

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

Disposition (purchase) of noncontrolling interest — — 2 ( 2 )

Treasury shares purchased ( 35 ) — 34 ( 13 )

12 unchanged sentences

Total other comprehensive income (loss)

34 ( 1 ) 36 ( 1 )

Ending balances ( 10 ) ( 18 ) ( 10 ) ( 18 )

9 unchanged sentences

Purchase of noncontrolling interest — — — ( 1 )

Capital contribution of noncontrolling interest 2 — 2 —

Ending balances 2 — 2 —

5 unchanged sentences

(in millions)

Six months ended

February 28, 2025 February 29, 2024

Nine months ended

May 31, 2025 May 31, 2024

Cash flows provided by operating activities:

38 unchanged sentences

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

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.

Results for the nine months ended May 31, 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.

6 unchanged sentences

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.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 852 million and $ 367 million as of May 31, 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.

4 unchanged sentences

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

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Trade accounts receivable sold $ 3,638 $ 2,126 $ 7,351 $ 5,980

4 unchanged sentences

Inventories consist of the following (in millions):

February 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Raw materials $ 3,965 $ 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 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.

As of May 31, 2025, and August 31, 2024, the Company had $ 1.5 billion 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 February 28, 2025, were as follows (in millions):

The future minimum lease payments under these new leases as of May 31, 2025, were as follows (in millions):

Payments due by period

3 unchanged sentences

Finance lease obligations (1)

$ 84 $ 46 $ 19 $ 6 $ 13

(1) Excludes $ 233 million of payments related to leases signed but not yet commenced.

6 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 six months ended February 28, 2025 (in millions):

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the nine months ended May 31, 2025 (in millions):

Regulated Industries Intelligent Infrastructure

2 unchanged sentences

Acquisitions and adjustments (1)

171 7 ( 12 ) 166

Change in foreign currency exchange rates 2 — 2 4

Balance as of February 28, 2025

Balance as of May 31, 2025

$ 663 $ 76 $ 92 $ 831

(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.

(1) Primarily in connection with the acquisitions of Pharmaceutics International, Inc.

(“Pii”) and Mikros Technologies LLC (“Mikros Technologies”) during the fiscal year 2025.

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):

February 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Gross Carrying

4 unchanged sentences

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

(in years) February 28, 2025 (1)

(in years) May 31, 2025 (1)

August 31, 2024

10 unchanged sentences

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.

Intangible asset amortization during the three months and nine months ended May 31, 2025 was approximately $ 17 million and $ 45 million, respectively.

Intangible asset amortization during the three months and nine months ended May 31, 2024 was approximately $ 12 million and $ 27 million, respectively.

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

2 unchanged sentences

Notes Payable and Long-Term Debt

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

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

Maturity Date May 31, 2025 August 31, 2024

3.950 % Senior Notes

16 unchanged sentences

$ 2,385 $ 2,880

(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.

(1) As of May 31, 2025, the Company had $ 4.0 billion in available unused borrowing capacity under its existing revolving credit facilities, of which $ 3.2 billion was available under the credit agreement dated January 22, 2020 (as amended, the “Existing Credit Facility”).

The Existing Credit Facility acts as the back-up facility for commercial paper outstanding, if any.

The Company has a borrowing capacity of up to $ 3.2 billion under its commercial paper program.

(2) On June 18, 2025, the Company entered into a senior unsecured credit agreement (the “Agreement”).

The Agreement provides for a five-year revolving credit facility in the initial amount of $ 3.2 billion (the “Revolving Credit Facility”), which may, subject to the lender’s discretion, potentially be increased by up to an aggregate amount of $ 1.0 billion.

The Revolving Credit Facility expires on June 18, 2030, subject to unlimited successive one-year extension options (subject to the lenders’ discretion), provided that the tenor of the Revolving Credit Facility shall at no time exceed five years .

Interest and fees on advances under the Revolving Credit Facility are based on the Company’s non-credit enhanced long-term senior unsecured debt rating as determined by S&P Global Ratings, Moody’s Ratings and Fitch Ratings.

In connection with the Company’s entry into the Agreement, the Company terminated the Existing Credit Facility.

Interest is charged at a rate equal to either 0.00 % to 0.45 % above the base rate or 0.90 % to 1.45 % above the benchmark rate, as applicable, based on the Company’s credit ratings.

The base rate represents the greatest of:

(i) Citibank, N.A.’s prime rate, (ii) 0.50 % above the federal funds rate, and (iii) 1.0 % above one-month Term SOFR, but not less than zero.

The benchmark rate represents Term SOFR, EURIBOR, TIBOR or Daily Simple SOFR, as applicable, for the applicable interest period, but not less than zero.

Fees include a facility fee based on the revolving credit commitments of the lenders and a letter of credit fee based on the amount of outstanding letters of credit.

Debt Covenants

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

As of May 31, 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.

1 unchanged sentence

Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis.

In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis.

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.

2 unchanged sentences

The special purpose entity in the global asset-backed securitization program is a wholly owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements.

Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of February 28, 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.

1 unchanged sentence

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.

The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 375 million and $ 338 million as of May 31, 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 Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Trade accounts receivable sold $ 1,214 $ 1,006 $ 3,261 $ 2,965

5 unchanged sentences

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

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility.

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

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Existing Credit Facility.

As of May 31, 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):

February 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Inventory deposits $ 1,184 $ 1,582

3 unchanged sentences

Accrued expenses $ 5,806 $ 5,499

(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.

(1) Revenue recognized during the three months and nine months ended May 31, 2025 that was included in the contract liability balance as of August 31, 2024, was $ 185 million and $ 474 million, respectively.

Revenue recognized during the three months and nine months ended May 31, 2024, that was included in the contract liability balance as of August 31, 2023, was $ 116 million and $ 391 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, 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

The following table provides information about the net periodic benefit cost for all plans for the three months and nine months ended May 31, 2025, and May 31, 2024 (in millions):

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Service cost (1)

28 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 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.

The aggregate notional amount of these outstanding contracts as of May 31, 2025, and August 31, 2024, was $ 263 million and $ 353 million, respectively.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between June 1, 2025, and February 28, 2026.

Net Investment Hedges

3 unchanged sentences

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

Maturity date February 28, 2025 August 31, 2024

Maturity date May 31, 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 February 28, 2025, and August 31, 2024, was $ 2.7 billion and $ 2.6 billion, respectively.

The aggregate notional amount of these outstanding contracts as of May 31, 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 Six months ended

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

Three months ended Nine months ended

Financial Statement Line Item May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Derivative instruments designated as cash flow hedges:

1 unchanged sentence

$ 15 $ — $ 4 $ ( 4 )

Losses (gains) reclassified from AOCI into earnings (1)(2)

Gains (losses) reclassified from AOCI into earnings (1)(2)

Forward foreign exchange contracts Cost of revenue $ — $ — $ 20 $ 15

1 unchanged sentence

Derivative instruments designated as net investment hedges:

Gains recognized in OCI (1)

(Losses) gains recognized in OCI (1)

$ ( 36 ) $ 5 $ ( 8 ) $ 5

3 unchanged sentences

(Losses) gains recognized in earnings from forward foreign exchange contracts Cost of revenue $ ( 10 ) $ — $ ( 36 ) $ 7

(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.

Gains (losses) recognized in earnings from changes in foreign currency Cost of revenue $ 1 $ ( 1 ) $ 4 $ ( 36 )

(1) Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2025, and May 31, 2024.

(2) The Company expects to reclassify $ 16 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 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.

3 unchanged sentences

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.

Changes in the fair value of the forward interest rate swap transactions are 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 six months ended February 28, 2025 (in millions):

The following table sets forth the changes in AOCI, net of tax, by component for the nine months ended May 31, 2025 (in millions):

Foreign Currency

3 unchanged sentences

$ ( 44 ) $ ( 24 ) $ 12 $ 29 $ ( 19 ) $ ( 46 )

Other comprehensive (loss) income before reclassifications ( 34 ) 28 ( 11 ) — — ( 17 )

Other comprehensive income (loss) before reclassifications 20 ( 8 ) 4 — — 16

Amounts reclassified from AOCI — — 18 ( 1 ) 3 20

Other comprehensive (loss) income (1)

Other comprehensive income (loss) (1)

20 ( 8 ) 22 ( 1 ) 3 36

Balance as of February 28, 2025

Balance as of May 31, 2025

$ ( 24 ) $ ( 32 ) $ 34 $ 28 $ ( 16 ) $ ( 10 )

2 unchanged sentences

Three months ended (1)

Six months ended (1)

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

Nine months ended (1)

Comprehensive Income Components Financial Statement Line Item May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

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

4 unchanged sentences

$ 1 $ 1 $ 3 $ 3

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

(1) Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2025 and May 31, 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 Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Restricted stock units $ 14 $ ( 2 ) $ 69 $ 58

1 unchanged sentence

Total $ 19 $ 3 $ 84 $ 72

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

As of May 31, 2025 , the shares available to be issued under t he 2021 Equity Incentive Plan were 7,128,298 .

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 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.

During the nine months ended May 31, 2025, and 2024, the Company awarded approximately 0.6 million and 0.5 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):

February 28, 2025

Unrecognized stock-based compensation expense – restricted stock units $ 73

2 unchanged sentences

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

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Common stock outstanding:

23 unchanged sentences

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

(3) As of May 31, 2025, 6.5 million shares had been repurchased for $ 975 million and $ 25 million remained 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.

14 unchanged sentences

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

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Shares Cost Shares Cost Shares Cost Shares Cost

Open market share repurchases 0.2 $ 30 3.8 $ 499 2.7 $ 356 10.3 $ 1,324

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

(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.

16 unchanged sentences

(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:

The following table summarizes the Warrant activity for the nine months ended May 31, 2025:

Warrant Shares

3 unchanged sentences

Shares vested ( 59,582 )

Outstanding as of February 28, 2025

Exercisable as of February 28, 2025

Outstanding as of May 31, 2025

Exercisable as of May 31, 2025

Concentration of Risk and Segment Data

1 unchanged sentence

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

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.

During the nine months ended May 31, 2025, the Company’s five largest customers accounted for approximately 34 % 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

February 28, 2025 February 29, 2024

May 31, 2025 May 31, 2024

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

2 unchanged sentences

Connected Living and Digital Commerce 404 935 1,339 397 1,046 1,443

365 975 1,340 665 874 1,539

Total $ 2,370 $ 5,458 $ 7,828 $ 1,731 $ 5,034 $ 6,765

Six months ended

February 28, 2025 February 29, 2024

Nine months ended

May 31, 2025 May 31, 2024

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

8 unchanged sentences

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

Three months ended Six months ended (1)

February 28, 2025

February 29, 2024 February 28, 2025

February 29, 2024

Three months ended Nine months ended

May 31, 2024 May 31, 2025

Foreign source revenue 72.5 % 80.5 % 76.6 % 83.4 %

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

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

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Segment income and reconciliation of income before income tax

9 unchanged sentences

Business interruption and impairment charges, net (2)

( 1 ) ( 14 ) ( 10 ) ( 14 )

Gain from the divestiture of businesses (3)

1 unchanged sentence

( 9 ) ( 3 ) ( 17 ) ( 64 )

Loss on securities (4)

( 46 ) — ( 46 ) —

Other expense (net of periodic benefit cost) ( 30 ) ( 24 ) ( 75 ) ( 72 )

1 unchanged sentence

Income before income tax $ 290 $ 201 $ 613 $ 1,498

(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.

(1) Charges recorded during the three months and nine months ended May 31, 2025, and May 31, 2024, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan, respectively.

(2) Charges recorded during the nine months ended May 31, 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.

(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

Charges recorded during the three months and nine months ended May 31, 2024, related to costs associated with product quality liabilities.

Charges recorded during the three months and nine months ended May 31, 2025, and May 31, 2024, are classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

(3) The Company completed the divestiture of the Mobility Business and recorded a pre-tax gain of $ 944 million during the nine months ended May 31, 2024.

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

The Company incurred transaction and disposal costs in connection with the sale of approximately $ 64 million during the nine months ended May 31, 2024.

(4) Charges recorded during the three months and nine months ended May 31, 2025, relate to an impairment of an investment in Preferred Stock.

May 31, 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 Six months ended

February 28, 2025 (1)

February 29, 2024 (2)

February 28, 2025 (1)

February 29, 2024 (2)

Three months ended Nine months ended

May 31, 2025 (1)

May 31, 2024 (2)

May 31, 2025 (1)

May 31, 2024 (2)

Employee severance and benefit costs $ 5 $ 33 $ 50 $ 156

8 unchanged sentences

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Total restructuring, severance and related charges:

9 unchanged sentences

The 2025 Restructuring Plan reflects the Company’s intention only and restructuring decisions, and the timing of such decisions, at certain locations are still subject to consultation with the Company’s employees and their representatives.

The Company currently expects to recognize approximately $ 150 million to $ 200 million in pre-tax restructuring and other related costs over the course of the Company’s 2025 fiscal year.

The Company expects to recognize approximately $ 200 million in pre-tax restructuring and other related costs over the course of the Company’s 2025 fiscal year.

The charges relating to the 2025 Restructuring Plan are currently expected to result in net cash expenditures of approximately $ 100 million to $ 130 million that will be payable over the course of the Company’s fiscal years 2025 and 2026.

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 jurisdictions impacted, and the amount and timing of the actual charges may vary due to a variety of factors.

The restructuring and other related charges are expected to include $ 60 million to $ 70 million of employee severance and benefit costs;

$ 65 million to $ 70 million of asset write-off costs;

and $ 55 million to $ 65 million of contract termination costs and other related costs.

The amount and timing of the actual charges may vary due to a variety of factors, including the finalization of timetables for the transition of functions, consultation with employees and their representatives, as well as the impact of jurisdictional statutory severance requirements.

The Company’s estimates for the charges discussed above exclude any potential income tax effects.

7 unchanged sentences

Cash payments ( 45 ) ( 6 ) — ( 8 ) ( 59 )

Balance as of February 28, 2025

Balance as of May 31, 2025

$ 10 $ — $ — $ 15 $ 25

11 unchanged sentences

Cash payments ( 48 ) ( 1 ) — ( 7 ) ( 56 )

Balance as of February 28, 2025

Balance as of May 31, 2025

$ 13 $ — $ — $ 2 $ 15

1 unchanged sentence

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

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

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

Effective income tax rate 23.7 % 35.7 % 28.5 % 16.6 %

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 for the three months and nine months ended May 31, 2025, compared to the three months and nine months ended May 31, 2024, primarily due to:

(i) a change in the jurisdictional mix of earnings, (ii) an $ 18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the nine months ended May 31, 2025, and (iii) the gain from the divestiture of the Mobility Business, including post-closing adjustments recorded during the three months ended May 31, 2025, and corresponding $ 58 million of income tax expense for the nine months ended May 31, 2024.

The effective income tax rate differed from the U.S.

federal statutory income tax rate of 21.0% during the three months and six months ended February 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 .

federal statutory income tax rate of 21.0% during the three months and nine months ended May 31, 2025 and May 31, 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 nine months ended May 31, 2025, (iv) tax incentives granted to sites in Malaysia, Singapore, and Vietnam, and (v) the gain from the divestiture of the Mobility Business, including post-closing adjustments recorded during the three months ended May 31, 2025, and corresponding $ 58 million of income tax expense during the nine months ended May 31, 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 Six months ended

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

Three months ended Nine months ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Restricted stock units 254.9 261.9 254.9 278.0

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):

The following table sets forth cash dividends declared by the Company to common stockholders during the nine months ended May 31, 2025, and May 31, 2024 (in millions, except for per share data):

Declaration Date Dividend

5 unchanged sentences

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

April 16, 2025 $ 0.08 $ 9 May 15, 2025 June 3, 2025

Fiscal Year 2024:

1 unchanged sentence

January 25, 2024 $ 0.08 $ 10 February 15, 2024 March 4, 2024

April 17, 2024 $ 0.08 $ 9 May 15, 2024 June 4, 2024

Business Acquisitions and Divestitures

Fiscal Year 2025

On June 2, 2025, the Company signed a binding share purchase agreement related to the anticipated acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”).

Rebound Technologies is a global supply chain service provider headquartered in the United Kingdom offering end-to-end solutions including global sourcing, data driven analytics, proactive shortage management and obsolescence strategies.

Completion of this transaction is subject to regulatory clearance and customary closing conditions.

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

41 unchanged sentences

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.

Certain post-closing adjustments were realized in March 2025, which resulted in the 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 February 28, 2025 August 31, 2024

Fair Value Hierarchy May 31, 2025 August 31, 2024

Cash and cash equivalents:

7 unchanged sentences

Derivatives designated as hedging instruments (Note 10)

Other assets:

Net investment hedges:

Derivatives designated as hedging instruments (Note 10)

Accrued expenses:

7 unchanged sentences

Derivatives designated as hedging instruments (Note 10)

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

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

(2) The Company’s forward foreign exchange contracts, including cash flow hedges and net investment hedges are measured on a recurring basis at fair value, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers.

5 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):

February 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value

60 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