Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of August 31, 2025. Based on the Evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial Reporting
We assessed the effectiveness of our internal control over financial reporting as of August 31, 2025. Management’s report on internal control over financial reporting as of August 31, 2025, is incorporated herein at Item 15. Ernst & Young LLP, our independent registered public accounting firm, issued an audit report on the effectiveness of our internal control over financial reporting as of August 31, 2025, which is incorporated herein at Item 15.
Our management, including our CEO and CFO, does not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
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The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Notwithstanding the foregoing limitations on the effectiveness of controls, we have reached the conclusions set forth in Management’s report on internal control over financial reporting as of August 31, 2025.
(c) Changes in Internal Control over Financial Reporting
For our fiscal quarter ended August 31, 2025, we did not identify any modifications to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the three months ended August 31, 2025, no director or “officer” of the Company (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”)) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K of the Exchange Act), except as follows:
On June 27, 2025 , Michael Dastoor , Jabil’s Chief Executive Officer and a director on Jabil’s board , entered into a Rule 10b5-1 plan with a duration of approximately twelve months , for the sale of up to 54,381 shares of Jabil common stock. On July 7, 2025 , Mr. Dastoor terminated this plan. On July 8, 2025 , Mr. Dastoor entered into a new Rule 10b5-1 plan with a duration of twelve months , unless earlier terminated pursuant to the terms of the trading arrangement, for the sale of up to 54,381 shares of Jabil common stock.
On June 26, 2025 , Gregory Hebard , Chief Financial Officer , entered into a Rule 10b5-1 trading plan with a duration of six months , unless earlier terminated pursuant to the terms of the trading arrangement, for the sale of up to 8,944 shares of the Company’s common stock.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our executive officers is included in Item 1 of Part I of this Report under the heading “Information about our Executive Officers.”
The other information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors”, “Beneficial Ownership – Delinquent Section 16(a) Reports”, “Corporate Governance”, “Audit Committee Matters” and “Insider Trading Policy” in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended August 31, 2025 (“Proxy Statement”).
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the information set forth under the captions “Compensation Matters” (excluding the information under the caption “Pay Versus Performance”), “Election of Directors – Director Compensation” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the information set forth under the captions “Beneficial Ownership – Share Ownership by Principal Stockholders and Management” and “Compensation Matters – Equity Compensation Plan Information” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the information set forth under the captions “Corporate Governance – Related Party Transactions – Certain Related Party Transactions”, “Corporate Governance – Determinations of Director Independence” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the information set forth under the captions “Audit Committee Matters – Principal Accounting Fees and Services”, “– Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services” and “Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Report:
1. Financial Statements. Our consolidated financial statements, and related notes thereto, with the independent registered public accounting firm reports thereon are included in Part IV of this report on the pages indicated by the Index to Consolidated Financial Statements and Schedule.
2. Financial Statement Schedule . Our financial statement schedule is included in Part IV of this report on the page indicated by the Index to Consolidated Financial Statements and Schedule. This financial statement schedule should be read in conjunction with our consolidated financial statements, and related notes thereto.
Schedules not listed in the Index to Consolidated Financial Statements and Schedule have been omitted because they are not applicable, not required, or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.
3. Exhibits . See Item 15(b) below.
(b) Exhibits . The following exhibits are included as part of, or incorporated by reference into, this Report.
(c) Financial Statement Schedules . See Item 15(a) above.
EXHIBIT LIST
Incorporated by Reference Herein
Exhibit No. Description Form Exhibit Filing Date/ Period End
3.1 Registrant’s Certificate of Incorporation, as amended.
10-Q 3.1 5/31/2017
3.2 Registrant’s Amended and Restated Bylaws.
8-K 3.1 10/23/2024
4.1 Form of Certificate for Shares of the Registrant’s Common Stock. (P) S-1 1 3/17/1993
4.2 Indenture, dated January 16, 2008, with respect to Senior Debt Securities of the Registrant, between the Registrant and U.S. Bank National Association (as successor in interest to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust) Company, N.A.), as trustee.
8-K 4.2 1/17/2008
4.3 Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.9).
8-K 4.1 5/4/2022
4.4 Form of 5.450% Senior Notes due 2029 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.10).
8-K 4.1 4/13/2023
4.5 Officers’ Certificate, dated as of January 17, 2018, establishing the 3.950% Senior Notes due 2028.
8-K 4.1 1/17/2018
4.6 Officers’ Certificate, dated as of January 15, 2020, establishing the 3.600% Senior Notes due 2030.
8-K 4.1 1/15/2020
4.7 Officers’ Certificate, dated as of July 13, 2020, establishing the 3.000% Senior Notes due 2031.
8-K 4.1 7/13/2020
4.8 Officers’ Certificate, dated as of April 14, 2021, establishing the 1.700% Senior Notes due 2026.
8-K 4.1 4/14/2021
4.9 Officers’ Certificate, dated as of May 4, 2022, establishing the 4.250% Senior Notes due 2027.
8-K 4.1 5/4/2022
4.10 Officers’ Certificate, dated as of April 13, 2023, establishing the 5.450% Senior Notes due 2029.
8-K 4.1 4/13/2023
4.11 Description of Jabil Securities.
10-K 4.9 8/31/2021
10.1† Restated cash or deferred profit sharing plan under section 401(k). (P) S-1 3/3/1993
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10.2† Form of Indemnification Agreement between the Registrant and its Officers and Directors. (P) S-1 3/3/1993
10.3† Jabil Inc. 2011 Employee Stock Purchase Plan, as amended.
14A B 12/9/2020
10.4† Jabil Inc. 2021 Equity Incentive Plan.
14A A 12/9/2020
10.4a†** Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).
10-Q 10.1 11/30/2022
10.4b†** Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).
10-Q 10.2 11/30/2022
10.4c† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Executive).
10-Q 10.3 11/30/2022
10.4d† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).
10-Q 10.4 11/30/2022
10.4e† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-Cash-Settled-NON-Employee Director).
10-Q 10.5 11/30/2022
10.4f†** Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).
10-Q 10.1 11/30/2023
10.4g†** Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).
10-Q 10.2 11/30/2023
10.4h† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Executive).
10-Q 10.3 11/30/2023
10.4i† Form of Jabil Inc. Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Executive).
10-Q 10.4 11/30/2023
10.4j† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-NON-Employee Director).
10-Q 10.5 11/30/2023
10.4k† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU-Cash-Settled-NON-Employee Director).
10-Q 10.6 11/30/2023
10.4l†** Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU EPS – Executive).
10-Q 10.2 11/30/2024
10.4m†** Form of Jabil Inc. Restricted Stock Unit Award Agreement (PBRSU TSR – Executive).
10-Q 10.3 11/30/2024
10.4n† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Executive).
10-Q 10.4 11/30/2024
10.4o† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Executive – Non-Retirement Eligible).
10-Q 10.5 11/30/2024
10.4p† Form of Jabil Inc. Restricted Stock Unit Award Agreement (TBRSU Non-Employee Director).
10-Q 10.6 11/30/2024
10.5† Executive Deferred Compensation Plan.
S-8 4.1 2/25/2011
10.6** Warrant to Purchase Common Stock, dated December 27, 2024, issued to Amazon.com, Inc.
8-K 4.1 1/3/2025
10.7 Credit Agreement dated as of June 18, 2025 among Jabil Inc.; the lenders named therein; Citibank, N.A., as administrative agent; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; BNP Paribas, Credit Agricole Corporate and Investment Bank, Miztem uho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as co-documentation agents; and Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as joint lead arrangers and joint bookrunners.
8-K 10.1 6/24/2025
19.1 Insider Trading Policy
10-K 19.1 8/31/2024
21.1* List of Subsidiaries.
23.1* Consent of Independent Registered Public Accounting Firm.
24.1* Power of Attorney (See Signature page).
31.1* Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.
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31.2* Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.
32.1* Section 1350 Certification by the Chief Executive Officer of the Registrant.
32.2* Section 1350 Certification by the Chief Financial Officer of the Registrant.
97.1 Executive Compensation Recoupment (Clawback) Policy.
10-K 97.1 8/31/2024
101 The following financial information from Jabil’s Annual Report on Form 10-K for the fiscal period ended August 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of August 31, 2025 and August 31, 2024; (ii) Consolidated Statements of Operations for the fiscal years ended August 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the fiscal years ended August 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Comprehensive Stockholders’ Equity for the fiscal years ended August 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the fiscal years ended August 31, 2025, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (Embedded within the inline XBRL Document in Exhibit 101).
† Indicates management compensatory plan, contract of arrangement.
* Filed or furnished herewith.
** Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Jabil agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.
*** Portions of the exhibit have been omitted. An unredacted copy of the agreement and a copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
Certain instruments with respect to long-term debt of the Company and its consolidated subsidiaries are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount of securities authorized under each such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such instrument to the SEC upon request.
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JABIL INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Management’s Report on Internal Control over Financial Reporting
55
Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP; PCAOB ID : 42 )
56
Consolidated Financial Statements:
Consolidated Balance Sheets – August 31, 2025 and 2024
59
Consolidated Statements of Operations – Fiscal years ended August 31, 2025 , 2024, a nd 2023
60
Consolidated Statements of Comprehensive Income – Fiscal years ended August 31, 2025 , 2024, and 2023
61
Consolidated Statements of Stockholders’ Equity – Fiscal years ended August 31, 2025 , 2024, an d 2023
62
Consolidated Statements of Cash Flows – Fiscal years ended August 31, 2025 , 2024, a nd 2023
63
Notes to Consolidated Financial Statements
64
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
101
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Jabil Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, the Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2025. Management based this assessment on the framework as established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the effectiveness of its internal control over financial reporting.
Based on this assessment, management has concluded that, as of August 31, 2025, the Company maintained effective internal control over financial reporting.
Ernst & Young LLP, the Company’s independent registered public accounting firm, issued an audit report on the effectiveness of the Company’s internal control over financial reporting which follows this report.
October 17, 2025
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Jabil Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Jabil Inc. and subsidiaries’ internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Jabil Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of August 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated October 17, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tampa, Florida
October 17, 2025
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Jabil Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Jabil Inc. and subsidiaries (the Company) as of August 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 17, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Uncertain Tax Positions
Description of the Matter As disclosed in Note 16 to the consolidated financial statements, the Company operates in a complex multinational tax environment and is subject to laws and regulations in various jurisdictions. Uncertain tax positions may arise from interpretations and judgments made by the Company in the application of the relevant statutes, regulations, tax rulings and case law across various jurisdictions. The Company uses significant judgment in (1) determining whether the technical merits of tax positions taken in various jurisdictions are more-likely-than-not to be sustained based on applicable tax law and (2) measuring the related amount of tax benefit that qualifies for recognition.
Auditing the tax positions related to the application of transfer pricing rules to certain intercompany transactions was challenging because the recognition and measurement of the uncertain tax positions is judgmental and is based on interpretations of statutes, regulations, tax rulings and case law in certain jurisdictions.
How We Addressed the Matter in Our Audit We identified and tested internal controls over the Company’s process to monitor and assess the technical merits of tax positions related to the application of transfer pricing rules to certain intercompany transactions. We also identified and tested controls over the Company’s process to determine the application of the relevant statutes, regulations, tax rulings and case law, including management’s process to recognize and measure the related tax positions.
In testing the recognition and measurement criteria, we involved our tax professionals to assist in assessing the technical merits of the Company’s tax positions. In addition, we used our knowledge of and experience with the application of income tax laws by the relevant tax authorities to evaluate the Company’s accounting for those tax positions. We also assessed the Company’s assumptions and data used to measure the amount of tax benefit that qualifies for recognition and tested the clerical accuracy of the calculations. Lastly, we evaluated the adequacy of the Company’s income tax disclosures included in Note 16 in relation to the Company’s uncertain tax positions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
Tampa, Florida
October 17, 2025
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JABIL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except for share data)
August 31, 2025 August 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 1,933 $ 2,201
Accounts receivable, net of allowance for credit losses 4,039 3,533
Contract assets 1,057 1,071
Inventories, net of reserve for excess and obsolete inventory 4,681 4,276
Prepaid expenses and other current assets 2,010 1,710
Total current assets 13,720 12,791
Property, plant and equipment, net of accumulated depreciation 2,847 3,024
Operating lease right-of-use assets 462 360
Goodwill 841 661
Intangible assets, net of accumulated amortization 273 143
Deferred income taxes 141 96
Other assets 259 276
Total assets $ 18,543 $ 17,351
LIABILITIES AND EQUITY
Current liabilities:
Current installments of notes payable and long-term debt $ 499 $ —
Accounts payable 7,937 6,190
Accrued expenses 5,185 5,499
Current operating lease liabilities 93 93
Total current liabilities 13,714 11,782
Notes payable and long-term debt, less current installments 2,386 2,880
Other liabilities 345 416
Non-current operating lease liabilities 388 284
Income tax liabilities 113 109
Deferred income taxes 80 143
Total liabilities 17,026 15,614
Commitments and contingencies
Equity:
Jabil Inc. stockholders’ equity:
Preferred stock, $ 0.001 par value, authorized 10,000,000 shares; no shares issued and outstanding
— —
Common stock, $ 0.001 par value, authorized 500,000,000 shares; 278,092,060 and 276,381,151 shares issued and 107,480,895 and 113,744,167 shares outstanding at August 31, 2025 and August 31, 2024, respectively
— —
Additional paid-in capital 3,047 2,841
Retained earnings 6,382 5,760
Accumulated other comprehensive loss
( 17 ) ( 46 )
Treasury stock at cost, 170,611,165 and 162,636,984 shares as of August 31, 2025 and August 31, 2024, respectively
( 7,899 ) ( 6,818 )
Total Jabil Inc. stockholders’ equity 1,513 1,737
Noncontrolling interests 4 —
Total equity 1,517 1,737
Total liabilities and equity $ 18,543 $ 17,351
See accompanying notes to Consolidated Financial Statements.
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JABIL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except for per share data)
Fiscal Year Ended August 31,
2025 2024 2023
Net revenue $ 29,802 $ 28,883 $ 34,702
Cost of revenue 27,156 26,207 31,835
Gross profit 2,646 2,676 2,867
Operating expenses:
Selling, general and administrative 1,122 1,160 1,206
Research and development 26 39 34
Amortization of intangibles 62 40 33
Restructuring, severance and related charges 181 296 57
Loss (gain) from the divestiture of businesses 53 ( 942 ) —
Acquisition and divestiture related charges 20 70 —
Operating income
1,182 2,013 1,537
Loss on securities
46 — —
Other expense
97 89 69
Interest expense, net 147 173 206
Income before income tax 892 1,751 1,262
Income tax expense
235 363 444
Net income
657 1,388 818
Net income attributable to noncontrolling interests, net of tax
— — —
Net income attributable to Jabil Inc.
$ 657 $ 1,388 $ 818
Earnings per share attributable to the stockholders of Jabil Inc.:
Basic $ 6.00 $ 11.34 $ 6.15
Diluted $ 5.92 $ 11.17 $ 6.02
Weighted average shares outstanding:
Basic 109.5 122.4 133.0
Diluted 110.9 124.3 135.9
See accompanying notes to Consolidated Financial Statements.
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JABIL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Fiscal Year Ended August 31,
2025 2024 2023
Net income
$ 657 $ 1,388 $ 818
Other comprehensive income (loss):
Change in foreign currency translation 16 ( 5 ) 25
Change in derivative instruments 19 ( 2 ) 17
Actuarial loss
( 11 ) ( 17 ) ( 19 )
Prior service credit (cost)
5 ( 5 ) 2
Total other comprehensive income (loss)
29 ( 29 ) 25
Comprehensive income
$ 686 $ 1,359 $ 843
Comprehensive income attributable to noncontrolling interests
— — —
Comprehensive income attributable to Jabil Inc.
$ 686 $ 1,359 $ 843
See accompanying notes to Consolidated Financial Statements.
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JABIL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
Fiscal Year Ended August 31,
2025 2024 2023
Total stockholders’ equity, beginning balances
$ 1,737 $ 2,867 $ 2,452
Common stock: — — —
Additional paid-in capital:
Beginning balances 2,841 2,795 2,655
Shares issued under employee stock purchase plan 62 58 51
Disposition (purchase) of noncontrolling interest 2 ( 2 ) —
Treasury shares purchased 30 ( 96 ) —
Recognition of stock-based compensation 104 86 89
Reclassification of liability award 4 — —
Provision for common stock warrant 4 — —
Ending balances 3,047 2,841 2,795
Retained earnings:
Beginning balances 5,760 4,412 3,638
Declared dividends ( 35 ) ( 40 ) ( 44 )
Net income attributable to Jabil Inc.
657 1,388 818
Ending balances 6,382 5,760 4,412
Accumulated other comprehensive loss:
Beginning balances ( 46 ) ( 17 ) ( 42 )
Total other comprehensive income (loss)
29 ( 29 ) 25
Ending balances ( 17 ) ( 46 ) ( 17 )
Treasury stock:
Beginning balances ( 6,818 ) ( 4,324 ) ( 3,800 )
Purchases of treasury stock under employee stock plans ( 42 ) ( 68 ) ( 36 )
Treasury shares purchased ( 1,030 ) ( 2,404 ) ( 487 )
Excise taxes related to treasury shares purchased ( 9 ) ( 22 ) ( 1 )
Ending balances ( 7,899 ) ( 6,818 ) ( 4,324 )
Noncontrolling interests:
Beginning balances — 1 1
Net income attributable to noncontrolling interests — — —
Purchase of noncontrolling interest — ( 1 ) —
Capital contribution of noncontrolling interest 4 — —
Ending balances 4 — 1
Total stockholders’ equity, ending balances
$ 1,517 $ 1,737 $ 2,867
See accompanying notes to Consolidated Financial Statements.
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JABIL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Fiscal Year Ended August 31,
2025 2024 2023
Cash flows provided by operating activities:
Net income
$ 657 $ 1,388 $ 818
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 674 696 924
Restructuring and related charges 88 95 5
Recognition of stock-based compensation expense and related charges
107 89 95
Deferred income taxes ( 124 ) ( 64 ) 85
Loss (gain) from the divestiture of businesses 53 ( 942 ) —
Other, net ( 2 ) ( 18 ) 13
Change in operating assets and liabilities, exclusive of net assets acquired:
Accounts receivable ( 504 ) ( 200 ) 267
Contract assets 22 ( 32 ) 171
Inventories ( 431 ) 1,179 370
Prepaid expenses and other current assets ( 310 ) ( 587 ) ( 214 )
Other assets ( 16 ) 6 53
Accounts payable, accrued expenses and other liabilities 1,426 106 ( 853 )
Net cash provided by operating activities
1,640 1,716 1,734
Cash flows (used in) provided by investing activities:
Acquisition of property, plant and equipment ( 468 ) ( 784 ) ( 1,030 )
Proceeds and advances from sale of property, plant and equipment 146 123 322
Cash paid for business and intangible asset acquisitions, net of cash ( 392 ) ( 90 ) ( 29 )
Proceeds from the divestiture of businesses, net of cash 7 2,108 50
Other, net ( 7 ) ( 6 ) ( 36 )
Net cash (used in) provided by investing activities
( 714 ) 1,351 ( 723 )
Cash flows used in financing activities:
Borrowings under debt agreements 1,844 1,992 4,047
Payments toward debt agreements ( 1,986 ) ( 2,103 ) ( 4,204 )
Payments to acquire treasury stock ( 1,000 ) ( 2,500 ) ( 487 )
Dividends paid to stockholders ( 36 ) ( 42 ) ( 45 )
Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan
62 58 51
Treasury stock minimum tax withholding related to vesting of restricted stock
( 42 ) ( 68 ) ( 36 )
Other, net ( 46 ) ( 5 ) ( 6 )
Net cash used in financing activities
( 1,204 ) ( 2,668 ) ( 680 )
Effect of exchange rate changes on cash and cash equivalents 10 ( 2 ) ( 5 )
Net (decrease) increase in cash and cash equivalents
( 268 ) 397 326
Cash and cash equivalents at beginning of period 2,201 1,804 1,478
Cash and cash equivalents at end of period $ 1,933 $ 2,201 $ 1,804
Supplemental disclosure information:
Interest paid, net of capitalized interest $ 162 $ 167 $ 211
Income taxes paid, net of refunds received $ 330 $ 502 $ 319
See accompanying notes to Consolidated Financial Statements.
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JABIL INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Description of Business and Summary of Significant Accounting Policies
Jabil Inc. (together with its subsidiaries, herein referred to as the “Company”) is one of the leading providers of manufacturing services and solutions. The Company provides comprehensive electronics design, production, and product management services to companies in various industries and end markets. The Company’s services combine a highly automated, continuous flow manufacturing approach with advanced electronic design and design for manufacturability technologies. The Company is headquartered in St. Petersburg, Florida and has manufacturing operations principally in the Americas, Europe, and Asia.
Significant accounting policies followed by the Company are as follows:
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts and operations of the Company, and its wholly owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. The Company has made certain reclassification adjustments to conform prior periods’ Consolidated Financial Statements and Notes to the Consolidated Financial Statements to the current presentation.
Use of Accounting Estimates
Management is required to make estimates and assumptions during the preparation of the consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions.
Assets Held for Sale
The Company classifies assets and related liabilities as held for sale when: (i) management has committed to a plan to sell the net assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the net assets are being actively marketed for sale at price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets. Assets and liabilities held for sale are presented separately on our consolidated balance sheets at the lower of cost or fair value, less costs to sell. Depreciation and amortization expense for long-lived assets are not recorded while these assets are classified as held for sale. For each period that assets are classified as being held for sale, they are tested for recoverability. See Note 17 – “Business Acquisitions and Divestitures” for additional information.
Cash and Cash Equivalents
Cash equivalents consist of investments that are readily convertible to cash with original maturities of 90 days or less.
Accounts Receivable
Accounts receivable consist of trade receivables and other miscellaneous receivables. The Company maintains an allowance for credit losses based on historical losses, the age of past due receivables, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. Bad debts are charged to this allowance after all attempts to collect the balance are exhausted. As the financial condition and circumstances of the Company’s customers change, adjustments to the allowance for credit losses are made as necessary.
Contract Balances
Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing a customer (“contract assets”) while a liability is recognized when a customer provides consideration prior to the Company transferring control of the goods or services (“contract liabilities”). Amounts recognized as contract assets are generally transferred to receivables in the succeeding quarter due to the short-term nature of the manufacturing cycle. Contract assets are classified separately on the Consolidated Balance Sheets and transferred to receivables when right to payment becomes unconditional.
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The Company maintains an allowance for credit losses related to contract assets based on historical losses, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from our customers.
Inventories
Inventories are stated at the lower of cost (on a first in, first out (FIFO) basis) and net realizable value. Inventory is valued based on current and forecasted usage, customer inventory-related contractual obligations and other lower of cost and net realizable value considerations. If actual market conditions or customer product demands are less favorable than those projected, additional valuation adjustments may be necessary.
Fulfillment Costs
The Company capitalizes costs incurred to fulfill its contracts that i) relate directly to the contract or anticipated contracts, ii) are expected to generate or enhance the Company’s resources that will be used to satisfy the performance obligation under the contract, and iii) are expected to be recovered through revenue generated from the contract. Capitalized fulfillment costs are amortized to cost of revenue as the Company satisfies the related performance obligations under the contract with approximate lives ranging from 1 year to 3 years. These costs, which are included in prepaid expenses and other current assets and other assets on the Consolidated Balance Sheets, generally represent upfront costs incurred to prepare for manufacturing activities.
The Company assesses the capitalized fulfillment costs for impairment at the end of each reporting period. The Company will recognize an impairment loss to the extent the carrying amount of the capitalized costs exceeds the recoverable amount. Recoverability is assessed by considering the capitalized fulfillment costs in relation to the forecasted profitability of the related manufacturing performance obligations.
As of August 31, 2025, and 2024, capitalized costs to fulfill were $ 98 million and $ 141 million, respectively. Amortization of fulfillment costs were $ 62 million, $ 80 million, and $ 91 million during the fiscal years ended August 31, 2025, 2024, and 2023, respectively. Immaterial impairments for fulfillment costs were recognized during the fiscal years ended August 31, 2025, 2024, and 2023, respectively.
Property, Plant and Equipment, net
Property, plant and equipment is capitalized at cost and depreciated using the straight-line depreciation method over the estimated useful lives of the respective assets. Estimated useful lives for major classes of depreciable assets are as follows:
Asset Class Estimated Useful Life
Buildings Up to 35 years
Leasehold improvements Shorter of lease term or useful life of the improvement
Machinery and equipment 2 to 15 years
Furniture, fixtures and office equipment 5 years
Computer hardware and software 3 to 7 years
Transportation equipment 3 years
Maintenance and repairs are expensed as incurred. The cost and related accumulated depreciation of assets sold or retired is removed from the accounts and any resulting gain or loss is reflected in the Consolidated Statements of Operations as a component of operating income.
Leases
The Company primarily has leases for buildings, machinery, and equipment with lease terms ranging from 1 year to 31 years. Leases for other classes of assets are not significant. For any leases with an initial term in excess of 12 months, the Company determines whether an arrangement is a lease at contract inception by evaluating if the contract conveys the right to use and control the specific property or equipment. Certain lease agreements contain purchase or renewal options. These options are included in the lease term when it is reasonably certain that the Company will exercise that option. Generally, the Company’s lease agreements do not contain material restrictive covenants.
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Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized based on the present value of future lease payments over the lease term at the lease commencement date. When determining the present value of future payment, the Company uses the incremental borrowing rate when the implicit rate is not readily determinable. Any payment deemed probable under residual value guarantees is included in lease payments. Any variable payments, other than those that depend on an index or rate, are excluded from right-of-use assets and lease liabilities.
Leases with an initial term of 12 months or less are not recorded as right-of-use assets and lease liabilities in the Consolidated Balance Sheets. Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to combine lease and non-lease components for building and real estate leases.
Certain equipment and buildings held under finance leases are classified as property, plant and equipment and the related obligation is recorded as accrued expenses and other liabilities on the Consolidated Balance Sheets.
Goodwill and Other Intangible Assets
The Company accounts for goodwill in a business combination as the excess of the cost over the fair value of net assets acquired and is assigned to the reporting unit in which the acquired business will operate. The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
The recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The Company may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the Company determines the fair value of its reporting units based on an average weighting of both projected discounted future results and the use of comparative market multiples. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a loss recognized in the amount equal to that excess.
The recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount to the fair value. The Company may elect to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible is impaired. If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of an indefinite-lived intangible exceeds the carrying value, the Company determines the fair value principally based on a variation of the income approach, known as the relief from royalty method. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, the indefinite-lived intangible asset is considered impaired.
Business combinations can also result in other intangible assets being recognized. Finite-lived intangible assets are amortized on either a straight-line or accelerated basis over their estimated useful life and include contractual agreements and customer relationships, tradenames and intellectual property. No significant residual values are estimated for the amortizable intangible assets.
Long-lived Assets
Long-lived assets, such as property, plant, and equipment, and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparing its carrying amount to the undiscounted future net cash flows the asset is expected to generate. If the carrying amount of an asset or asset group is not recoverable, the Company recognizes an impairment loss based on the excess of the carrying amount of the long-lived asset or asset group over its respective fair value, which is generally determined as the present value of estimated future cash flows or as the appraised value.
Derivative Instruments
All derivative instruments are recorded gross on the Consolidated Balance Sheets at their respective fair values. The accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument.
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For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative and the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized immediately in current earnings. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is initially reported as a component of AOCI, net of tax, and is subsequently reclassified into the line item within the Consolidated Statements of Operations in which the hedged items are recorded in the same period in which the hedged item affects earnings. The ineffective and excluded portions of the gain or loss is recognized immediately in current earnings. For derivative instruments that are designated and qualify as a net investment hedge, the effective portion of the gain or loss on the derivative instrument is included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation. The ineffective and excluded portions of the gain or loss is recognized immediately in current earnings. For derivative instruments that are not designated as hedging instruments, gains and losses from changes in fair values are recognized immediately in current earnings. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the Consolidated Statements of Cash Flows.
See Note 11 – “Derivative Financial Instruments and Hedging Activities” for additional information.
Foreign Currency Transactions
For the Company’s foreign subsidiaries that use a currency other than the U.S. dollar as their functional currency, the assets and liabilities are translated at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rate for the period. The effects of these translation adjustments are reported in accumulated other comprehensive income. Gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in operating income.
Revenue Recognition
The Company provides comprehensive electronics design, production and product management services to companies in various industries and end markets. The Company derives substantially all of its revenue from production and product management services (collectively referred to as “manufacturing services”), which encompasses the act of producing tangible products that are built to customer specifications, which are then provided to the customer.
The Company generally enters into manufacturing service contracts with its customers that provide the framework under which business will be conducted and customer purchase orders will be received for specific quantities and with predominantly fixed pricing. As a result, the Company considers its contract with a customer to be the combination of the manufacturing service contract and the purchase order, or any agreements or other similar documents.
The majority of the Company's manufacturing service contracts relate to manufactured products which have no alternative use and for which the Company has an enforceable right to payment for the work completed to date. As a result, revenue is recognized over time when or as the Company transfers control of the promised products or services (known as performance obligations) to its customers. For certain other contracts with customers that do not meet the over time revenue recognition criteria, transfer of control occurs at a point in time which generally occurs upon delivery and transfer of risk and title to the customer.
Most of the Company's contracts have a single performance obligation as the promise to transfer the individual manufactured product or service is capable of being distinct and is distinct within the context of the contract. For the majority of customers, performance obligations are satisfied over time based on the continuous transfer of control as manufacturing services are performed and are generally completed in less than one year.
The Company also derives revenue to a lesser extent from electronic design services to certain customers. Revenue from electronic design services is generally recognized over time as the services are performed.
For the Company’s over time customers, it believes the measure of progress which best depicts the transfer of control is based on costs incurred to date, relative to total estimated cost at completion (i.e., an input method). This method is a faithful depiction of the transfer of goods or services because it results in the recognition of revenue on the basis of the Company's to-date efforts in the satisfaction of a performance obligation relative to the total expected efforts in the satisfaction of the performance obligation. The transaction price of each performance obligation is generally based upon the contractual standalone selling price of the product or service.
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Certain contracts with customers include variable consideration, such as periodic cost of materials adjustments, rebates, discounts, or returns. The Company recognizes estimates of this variable consideration that are not expected to result in a significant revenue reversal in the future, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs.
The Company is responsible for procuring certain components for the manufacturing of finished goods at the direction of certain customers. If the Company does not obtain control of these components before they are transferred to the customer, the Company accounts for revenue and cost of revenue associated with such components on a net basis. 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 August 31, 2025, and 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.
Taxes collected from the Company’s customers and remitted to governmental authorities are presented within the Company’s Consolidated Statements of Operations on a net basis and are excluded from the transaction price. The Company has elected to account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the goods. Accordingly, the Company records customer payments of shipping and handling costs as a component of net revenue and classifies such costs as a component of cost of revenue.
The Company accounts for the warrant issued to Amazon.com NV Investment Holdings LLC as an equity instrument within additional paid-in-capital at its estimated fair value on the Consolidated Balance Sheets, and the provision for the warrant is recorded as a reduction to revenue on the 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. Refer to Note 13 – “Stockholders’ Equity” to the Consolidated Financial Statements for further details.
Stock-Based Compensation
The Company recognizes stock-based compensation expense, reduced for estimated forfeitures, on a straight-line basis over the requisite service period of the award, which is generally the vesting period for outstanding stock awards.
The stock-based compensation expense for time-based and performance-based restricted stock unit awards (“restricted stock units”) is measured at fair value on the date of grant based on the number of shares expected to vest and the quoted market price of the Company’s common stock. For restricted stock units with performance conditions, stock-based compensation expense is originally based on the number of shares that would vest if the Company achieved 100 % of the performance goal, which is the intended outcome at the grant date. Throughout the requisite service period, management monitors the probability of achievement of the performance condition. If it becomes probable, based on the Company’s performance, that more or less than the current estimate of the awarded shares will vest, an adjustment to stock-based compensation expense will be recognized as a change in accounting estimate in the period that such probability changes.
The stock-based compensation expense for market-based restricted stock units is measured at fair value on the date of grant. The market conditions are considered in the grant date fair value using a Monte Carlo valuation model, which utilizes multiple input variables to determine the probability of the Company achieving the specified market conditions. Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.
The Company currently expects to satisfy share-based awards with registered shares available to be issued.
See Note 13 – “Stockholders’ Equity” for further discussion of stock-based compensation expense.
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Income Taxes
Deferred tax assets (“DTAs”) and liabilities (“DTLs”) are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. DTAs and DTLs are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on DTAs and DTLs of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. The Company records a valuation allowance to reduce its DTAs to the amount that is more likely than not to be realized. The Company considers future taxable income and ongoing feasible tax planning strategies in assessing the need for the valuation allowance.
The Company records the effects of the Global Intangible Low-Taxed Income (“GILTI”) as a period cost and applies the incremental cash tax savings approach when analyzing the impact GILTI could have on its U.S. valuation allowance. The incremental cash tax savings approach considers the realizable benefit of a net operating loss and deferred tax assets by comparing the incremental cash taxes in the calculation of GILTI with and without the net operating loss and other DTAs.
Earnings Per Share
The Company calculates its basic earnings per share by dividing net income attributable to Jabil Inc. by the weighted average number of shares of common stock outstanding during the period. The Company’s diluted earnings per share is calculated in a similar manner but includes the effect of dilutive securities. The difference between the weighted average number of basic shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units.
Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criterion have been met assuming the end of the reporting period represents the end of the performance period. Market-based restricted stock units are considered dilutive when the related market criterion have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):
Fiscal Year Ended August 31,
2025 2024 2023
Restricted stock units 202.6 343.6 383.1
Fair Value of Financial Instruments
Fair value is categorized in one of three levels based on the lowest level of significant input used. Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 – unobservable inputs for the asset or liability.
2. Trade Accounts Receivable Sale Programs
The Company regularly sells designated pools of high credit quality trade accounts receivable under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions. The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under each of the trade accounts receivable sale programs. The Company does not record a servicing asset or liability on the 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 $ 927 million and $ 367 million as of August 31, 2025, and 2024, respectively. Transfers of the receivables under the trade accounts receivable sale programs are accounted for as sales and, accordingly, net receivables sold
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under the trade accounts receivable sale programs are excluded from accounts receivable on the Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Consolidated Statements of Cash Flows.
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):
Program Maximum Amount (1)(2)
A
$ 350
B
$ 100
C
1,900 CNY
D
$ 230
E
$ 170
F
$ 75
G
$ 100
H
$ 2,000
I
$ 250
J
$ 250
(1) Maximum amount of trade accounts receivable that may be sold under a facility at any one time.
(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):
Fiscal Year Ended August 31,
2025 2024 2023
Trade accounts receivable sold $ 11,358 $ 8,214 $ 10,784
Cash proceeds received $ 11,300 $ 8,170 $ 10,748
Pre-tax losses on sale of receivables (1)
$ 58 $ 44 $ 36
(1) Recorded to other expense within the Consolidated Statements of Operations.
3. Inventories
Inventories consist of the following (in millions):
August 31, 2025 August 31, 2024
Raw materials $ 3,905 $ 3,903
Work in process 335 190
Finished goods 508 246
Reserve for excess and obsolete inventory ( 67 ) ( 63 )
Inventories, net $ 4,681 $ 4,276
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4. Property, Plant and Equipment
Property, plant and equipment consists of the following (in millions):
August 31, 2025 August 31, 2024
Land and improvements $ 95 $ 108
Buildings 1,486 1,451
Leasehold improvements 714 681
Machinery and equipment 4,122 4,125
Furniture, fixtures and office equipment 219 218
Computer hardware and software 800 824
Transportation equipment 25 7
Construction in progress (1)
356 346
Property, plant and equipment 7,817 7,760
Less accumulated depreciation and amortization 4,970 4,736
Property, plant and equipment, net $ 2,847 $ 3,024
(1) Amount includes short-term and long-term fixed asset costs that are expected to be placed into service.
Depreciation and maintenance and repair expenses were as follows for the periods indicated (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Depreciation expense $ 612 $ 656 $ 891
Maintenance and repair expense $ 271 $ 335 $ 431
As of August 31, 2025, and 2024, the Company had $ 55 million and $ 122 million, respectively, included in accounts payable for the acquisition of property, plant, and equipment, which is considered a non-cash investing activity in the Consolidated Statements of Cash Flows.
5. Leases
The following table sets forth the amount of lease assets and lease liabilities included on the Company's Consolidated Balance Sheets, as of the periods indicated (in millions):
Financial Statement Line Item August 31, 2025 August 31, 2024
Assets
Operating lease assets Operating lease right-of-use assets $ 462 $ 360
Finance lease assets (1)
Property, plant and equipment, net 391 378
Total lease assets $ 853 $ 738
Liabilities
Current
Operating lease liabilities Current operating lease liabilities $ 93 $ 93
Finance lease liabilities Accrued expenses 199 119
Non-current
Operating lease liabilities Non-current operating lease liabilities 388 284
Finance lease liabilities Other liabilities 166 235
Total lease liabilities $ 846 $ 731
(1) Net of accumulated amortization of $ 136 million and $ 162 million as of August 31, 2025 and 2024, respectively.
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The following table is a summary of expenses related to leases included on the Company's Consolidated Statements of Operations, for the periods indicated (in millions):
Fiscal Year Ended August 31,
2025 2024
Operating lease cost $ 119 $ 118
Finance lease cost
Amortization of leased assets 42 50
Interest on lease liabilities 11 10
Net lease cost (1)(2)
$ 172 $ 178
(1) Lease costs are primarily recognized in cost of revenue.
(2) Excludes immaterial amounts of short term leases, variable lease costs and sublease income.
The following table is a summary of the weighted-average remaining lease terms and weighted-average discount rates of the Company's leases, as of the periods indicated:
August 31, 2025 August 31, 2024
Weighted-average remaining lease term Weighted-average discount rate Weighted-average remaining lease term Weighted-average discount rate
Operating leases 7.7 years 4.39 % 5.7 years 3.80 %
Finance leases 6.5 years 3.57 % 5.2 years 4.23 %
The following table sets forth other supplemental information related to the Company's lease portfolio (in millions):
Fiscal Year Ended August 31,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases (1)
$ 104 $ 116
Operating cash flows for finance leases (1)
$ 11 $ 10
Financing activities for finance leases (2)
$ 142 $ 111
Non-cash right-of-use assets obtained in exchange for lease liabilities:
Operating leases $ 208 $ 109
Finance leases $ 136 $ 163
(1) Included in accounts payable, accrued expenses and other liabilities in Operating Activities of the Company's Consolidated Statements of Cash Flows.
(2) Included in payments toward debt agreements in Financing Activities of the Company's Consolidated Statements of Cash Flows.
The following table sets forth a maturity analysis of operating and finance lease liabilities as of August 31, 2025 (in millions):
Fiscal Year Ended August 31, Operating Leases (1)
Finance Leases (1)(2)(3)
Total
2026
$ 112 $ 208 $ 320
2027
91 43 134
2028
74 22 96
2029
67 16 83
2030
51 14 65
Thereafter 199 119 318
Total lease payments $ 594 $ 422 $ 1,016
Less: Imputed interest ( 113 ) ( 57 ) ( 170 )
Present value of lease liabilities $ 481 $ 365 $ 846
(1) Excludes $ 176 million of payments related to leases signed but not yet commenced. Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.
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(2) Includes a $ 101 million lease liability related to a lease with a variable interest entity (“VIE”), for which the Company is not the primary beneficiary. The Company’s maximum exposure to loss related to the VIE is $ 144 million.
(3) Excludes $ 280 million of residual value guarantees that could potentially come due in future periods. The Company does not believe it is probable that any amounts will be owed under these guarantees. Therefore, no amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.
6. Goodwill and Other Intangible Assets
Beginning September 1, 2024, the Company reorganized its internal structure to focus on speed, precision, and solutions, and as a result of the organizational realignment, the Company’s operating segments now consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments. See Note 14 – “Concentration of Risk and Segment Data” to the Consolidated Financial Statements for additional information.
The Company performs a goodwill impairment analysis on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As a result of the change in reportable segments, the Company’s reporting units also changed. In connection with the preparation of the Company’s financial statements for the quarter ended November 30, 2024, the Company tested goodwill for impairment immediately before and after the reorganization. As a result of these analyses, the Company determined that goodwill was not impaired before or after the reorganization.
The Company completed its annual impairment analysis for goodwill during the fourth quarter of fiscal year 2025. A quantitative or qualitative assessment was performed, and the Company determined that the fair values of the reporting units exceeded the carrying values and that no impairment existed as of the date of the impairment analysis.
The following table presents the changes in goodwill allocated to the Company’s reportable segments during the fiscal years ended August 31, 2025 and 2024 (in millions):
Regulated Industries Intelligent Infrastructure Connected Living and Digital Commerce Total
Balance as of August 31, 2023
$ 447 $ 69 $ 105 $ 621
Acquisitions and adjustments 38 — ( 4 ) 34
Change in foreign currency exchange rates 5 — 1 6
Balance as of August 31, 2024
490 69 102 661
Acquisitions and adjustments (1)
178 7 ( 12 ) 173
Change in foreign currency exchange rates 5 — 2 7
Balance as of August 31, 2025
$ 673 $ 76 $ 92 $ 841
(1) Primarily in connection with the acquisitions of Pharmaceutics International, Inc. (“Pii”) and Mikros Technologies LLC (“Mikros Technologies”) during the fiscal year ended August 31, 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):
August 31, 2025 August 31, 2024
Gross
Carrying
Amount Accumulated
Impairment Gross
Carrying
Amount Accumulated
Impairment
Goodwill $ 1,861 $ 1,020 $ 1,681 $ 1,020
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The following table presents the Company’s total purchased intangible assets as of August 31, 2025, and 2024 (in millions):
Weighted
Average
Amortization
Period
(in years) August 31, 2025 (1)
August 31, 2024
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Contractual agreements and customer relationships
11 $ 494 $ ( 292 ) $ 202 $ 361 $ ( 270 ) $ 91
Intellectual property 8 240 ( 182 ) 58 198 ( 181 ) 17
Finite-lived trade names 2 132 ( 119 ) 13 130 ( 95 ) 35
Total intangible assets 10 $ 866 $ ( 593 ) $ 273 $ 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 for fiscal years 2025, 2024, and 2023 was approximately $ 62 million, $ 40 million, and $ 33 million, respectively. The estimated future amortization expense is as follows (in millions):
Fiscal Year Ended August 31,
2026
$ 50
2027
41
2028
37
2029
30
2030
28
Thereafter 87
Total $ 273
7. Notes Payable and Long-Term Debt
Notes payable and long-term debt outstanding as of August 31, 2025, and 2024 are summarized below (in millions):
Maturity Date August 31, 2025 August 31, 2024
3.950 % Senior Notes (1)(2)
Jan 12, 2028 $ 499 $ 498
3.600 % Senior Notes (1)(2)
Jan 15, 2030 498 497
3.000 % Senior Notes (1)(2)
Jan 15, 2031 595 594
1.700 % Senior Notes (1)(2)
Apr 15, 2026 499 499
4.250 % Senior Notes (1)(2)
May 15, 2027 497 496
5.450 % Senior Notes (1)(2)
Feb 1, 2029 297 296
Borrowings under credit facilities (3)(4)
Jun 18, 2030 — —
Total notes payable and long-term debt 2,885 2,880
Less current installments of notes payable and long-term debt
499 —
Notes payable and long-term debt, less current installments
$ 2,386 $ 2,880
(1) The notes are carried at the principal amount of each note, less any unamortized discount and unamortized debt issuance costs.
(2) The Senior Notes are the Company’s senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.
(3) 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
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connection with the Company’s entry into the Agreement, the Company terminated its $ 3.2 billion credit agreement dated January 22, 2020.
Interest for borrowings under the Revolving Credit Facility 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.
(4) As of August 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 Revolving Credit Facility. The Revolving 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.
In the ordinary course of business, the Company has letters of credit and surety bonds with banks and insurance companies outstanding of $ 92 million as of August 31, 2025. Unused letters of credit were $ 67 million as of August 31, 2025. Letters of credit and surety bonds are generally available for draw down in the event the Company does not perform.
Debt Maturities
Debt maturities as of August 31, 2025 are as follows (in millions):
Fiscal Year Ended August 31,
2026
$ 499
2027
497
2028
499
2029
297
2030
498
Thereafter 595
Total $ 2,885
Debt Covenants
Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the revolving credit facilities contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 3.950 %, 3.600 %, 3.000 %, 1.700 %, 4.250 % or 5.450 % Senior Notes upon a change of control. As of August 31, 2025, and 2024, the Company was in compliance with its debt covenants.
Fair Value
Refer to Note 18 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.
8. Asset-Backed Securitization Program
Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis. In addition, the 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. 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
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entity. The Company does not record a servicing asset or liability on the Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.
The special purpose entity in the global asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in the Company’s 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 August 31, 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.
The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $ 372 million and $ 338 million as of August 31, 2025, and 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 Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Consolidated Statements of Cash Flows.
In connection with the asset-backed securitization program, the Company recognized the following (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Trade accounts receivable sold $ 4,152 $ 4,000 $ 4,101
Cash proceeds received (1)
$ 4,111 $ 3,953 $ 4,061
Pre-tax losses on sale of receivables (2)
$ 41 $ 47 $ 40
(1) The amounts primarily represent proceeds from collections reinvested in revolving-period transfers.
(2) Recorded to other expense within the 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 Revolving Credit Facility. As of August 31, 2025, 2024, and 2023, the Company was in compliance with all covenants under the global asset-backed securitization program.
9. Accrued Expenses
Accrued expenses consist of the following (in millions):
August 31, 2025 August 31, 2024
Inventory deposits $ 1,205 $ 1,582
Contract liabilities (1)
1,016 1,017
Accrued compensation and employee benefits 756 699
Other accrued expenses 2,208 2,201
Accrued expenses $ 5,185 $ 5,499
(1) Revenue recognized during the fiscal years ended August 31, 2025 and 2024 that was included in the contract liability balance as of August 31, 2024, and 2023 was $ 592 million and $ 507 million, respectively.
10. Postretirement and Other Employee Benefits
Postretirement Benefits
The Company has a qualified defined benefit pension plan for employees of Jabil Circuit UK Limited (the “UK plan”). The UK plan, which is closed to new participants, provides benefits based on average employee earnings over a three-year service period preceding retirement and length of employee service. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in UK employee benefit and tax laws plus such additional amounts as are deemed appropriate by the Company.
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The Company also has a qualified defined benefit pension plan for employees in Switzerland (the “Switzerland plan”). The Switzerland plan provides benefits based on average employee earnings over an approximately eight-year service period preceding retirement and length of employee service. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in Switzerland employee benefit and tax laws plus such additional amounts as are deemed appropriate by the Company.
Additionally, as a result of acquiring various other operations in Europe, Asia and Mexico the Company assumed both qualified and unfunded nonqualified retirement benefits covering eligible employees who meet age and service requirements (the “other plans”).
The UK plan, Switzerland plan, and other plans are collectively referred to herein as the “plans.”
Benefit Obligation and Plan Assets
The projected benefit obligations (“PBO”) and plan assets, changes to the PBO and plan assets and the funded status of the plans as of and for the fiscal years ended August 31 are as follows (in millions):
Fiscal Year Ended August 31,
2025 2024
Change in PBO
Beginning PBO $ 513 $ 461
Service cost 23 21
Interest cost 11 12
Actuarial loss
5 32
Settlements paid from plan assets (1)
( 47 ) ( 43 )
Total benefits paid ( 10 ) ( 10 )
Plan participants’ contributions 13 13
Plan amendments — 11
Effect of conversion to U.S. dollars 29 16
Ending PBO $ 537 $ 513
Change in plan assets
Beginning fair value of plan assets 524 486
Actual return on plan assets 21 41
Settlements paid from plan assets (1)
( 47 ) ( 43 )
Employer contributions 16 17
Benefits paid from plan assets ( 8 ) ( 10 )
Plan participants’ contributions 13 13
Effect of conversion to U.S. dollars 29 20
Ending fair value of plan assets $ 548 $ 524
Funded status $ 11 $ 11
Amounts recognized in the Consolidated Balance Sheets
Accrued benefit liability, current $ 2 $ 2
Accrued benefit asset, noncurrent $ 13 $ 13
Accumulated other comprehensive loss (2)
Actuarial gain, before tax
$ ( 47 ) $ ( 54 )
Prior service cost, before tax
$ 18 $ 23
(1) The settlements recognized during fiscal years 2025 and 2024 relate primarily to the Switzerland plan.
(2) The Company anticipates amortizing $ 1 million and $ 6 million, before tax, of net actuarial gain and prior service cost balances, respectively, to net periodic cost in fiscal year 2026.
Accumulated Benefit Obligation
The following table summarizes the total accumulated benefit obligations (“ABO”), the ABO and fair value of plan assets for defined benefit pension plans with ABO in excess of plan assets, and the PBO and fair value of plan assets for defined benefit pension plans with PBO in excess of plan assets for fiscal years 2025 and 2024 (in millions):
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August 31, 2025 August 31, 2024
ABO $ 518 $ 495
Plans with ABO in excess of plan assets
ABO $ 42 $ 41
Fair value of plan assets $ 14 $ 14
Plans with PBO in excess of plan assets
PBO $ 51 $ 50
Fair value of plan assets $ 14 $ 14
Net Periodic Benefit Cost
The following table provides information about the net periodic benefit cost for the plans for fiscal years 2025, 2024 and 2023 (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Service cost (1)
$ 23 $ 21 $ 18
Interest cost (2)
11 12 12
Expected long-term return on plan assets (2)
( 18 ) ( 17 ) ( 17 )
Recognized actuarial gain (2)
( 6 ) ( 7 ) ( 7 )
Amortization of actuarial gains (2)(3)
( 2 ) ( 3 ) ( 7 )
Amortization of prior service costs (2)
5 5 4
Net periodic benefit cost
$ 13 $ 11 $ 3
(1) Service cost is recognized in cost of revenue in the Consolidated Statements of Operations.
(2) Components are recognized in other expense in the Consolidated Statements of Operations.
(3) Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 percent of the greater of the projected benefit obligation and the fair value of plan assets. Gains and losses in excess of the corridor are generally amortized over the average future working lifetime of the plan participants.
Assumptions
Weighted-average actuarial assumptions used to determine net periodic benefit cost and PBO for the plans for the fiscal years 2025, 2024, and 2023 were as follows:
Fiscal Year Ended August 31,
2025 2024 2023
Net periodic benefit cost:
Expected long-term return on plan assets (1)
3.7 % 3.7 % 3.6 %
Rate of compensation increase 1.8 % 1.9 % 2.1 %
Discount rate 2.1 % 2.8 % 2.6 %
PBO:
Expected long-term return on plan assets 3.3 % 3.7 % 3.7 %
Rate of compensation increase 1.1 % 1.8 % 1.9 %
Discount rate (2)
2.2 % 2.1 % 2.8 %
(1) The expected return on plan assets assumption used in calculating net periodic benefit cost is based on historical return experience and estimates of future long-term performance with consideration to the expected investment mix of the plan.
(2) The discount rate is used to state expected cash flows relating to future benefits at a present value on the measurement date. This rate represents the market rate for high-quality fixed income investments whose timing would match the cash outflow of retirement benefits. Other assumptions include demographic factors such as retirement, mortality and turnover.
Plan Assets
The Company has adopted an investment policy for a majority of plan assets, which was set by plan trustees who have the responsibility for making investment decisions related to the plan assets. The plan trustees oversee the investment allocation,
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including selecting professional investment managers and setting strategic targets. The investment objectives for the assets are (1) to acquire suitable assets that hold the appropriate liquidity in order to generate income and capital growth that, along with new contributions, will meet the cost of current and future benefits under the plan, (2) to limit the risk of the plan assets from failing to meet the plan liabilities over the long-term, and (3) to minimize the long-term costs under the plan by maximizing the return on the plan assets.
Investment policies and strategies governing the assets of the plans are designed to achieve investment objectives with prudent risk parameters. Risk management practices include the use of external investment managers; the maintenance of a portfolio diversified by asset class, investment approach and security holdings; and the maintenance of sufficient liquidity to meet benefit obligations as they come due. Within the equity securities class, the investment policy provides for investments in a broad range of publicly traded securities including both domestic and international stocks. Within the debt securities class, the investment policy provides for investments in corporate bonds as well as fixed and variable interest debt instruments. The Company currently expects to achieve a target mix of 40 % equity and 60 % debt securities in fiscal year 2026.
Fair Value
The fair values of the plan assets held by the Company by asset category are as follows (in millions):
August 31, 2025 August 31, 2024
Fair Value
Hierarchy Fair Value Asset
Allocation Fair Value Asset
Allocation
Asset Category
Cash and cash equivalents (1)
Level 1 $ 16 3 % $ 12 2 %
Equity Securities:
Global equity securities (2)(3)
Level 2 249 46 % 235 45 %
Debt Securities:
Corporate bonds (3)
Level 2 232 42 % 223 43 %
Government bonds (3)
Level 2 40 7 % 43 8 %
Other Investments:
Insurance contracts (4)
Level 3 11 2 % 11 2 %
Fair value of plan assets
$ 548 100 % $ 524 100 %
(1) Carrying value approximates fair value.
(2) Investments in equity securities by companies incorporated, listed or domiciled in developed and/or emerging market countries.
(3) Investments in global equity securities, corporate bonds, government securities and government bonds are valued using the quoted prices of securities with similar characteristics.
(4) Consist of an insurance contract that guarantees the payment of the funded pension entitlements, as well as provides a profit share to the Company. The profit share in this contract is not based on actual investments, but, instead on a notional investment portfolio that is expected to return a pre-defined rate. Insurance contract assets are recorded at fair value and is determined based on the cash surrender value of the insured benefits which is the present value of the guaranteed funded benefits. Insurance contracts are valued using unobservable inputs (Level 3 inputs), primarily by discounting expected future cash flows relating to benefits paid from a notional investment portfolio in order to determine the cash surrender value of the policy. The unobservable inputs consist of estimated future benefits to be paid throughout the duration of the policy and estimated discount rates, which both have an immaterial impact on the fair value estimate of the contract.
Cash Flows
The Company expects to make cash contributions between $ 26 million and $ 32 million to its funded pension plans during fiscal year 2026. The estimated future benefit payments, which reflect expected future service, are as follows (in millions):
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Fiscal Year Ended August 31, Amount
2026
$ 30
2027
$ 31
2028
$ 31
2029
$ 32
2030
$ 34
2031 through 2035
$ 173
Profit Sharing, 401(k) Plan and Defined Contribution Plans
The Company provides retirement benefits to its domestic employees who have completed a 30 -day period of service through a 401(k) plan that provides a matching contribution by the Company. The Company also has defined contribution benefit plans for certain of its international employees. The Company contributed approximately $ 80 million, $ 78 million and $ 74 million for defined contribution plans for the fiscal years ended August 31, 2025, 2024, and 2023, respectively.
11. Derivative Financial Instruments and Hedging Activities
The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as market risks. The Company, where deemed appropriate, uses derivatives as risk management tools to mitigate the potential impact of certain market risks. The primary market risks managed by the Company through the use of derivative instruments are foreign currency risk and interest rate risk.
All derivative instruments are recorded gross on the Consolidated Balance Sheets at their respective fair values. Changes in fair value of derivative instruments are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.
Foreign Currency Risk Management
The Company enters into forward foreign exchange contracts to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses.
Cash Flow Hedges
The Company enters into forward foreign exchange contracts to effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The effective portion of the gain or loss on cash flow hedges is initially reported as a component of AOCI, net of tax, and is subsequently reclassified into the line item within the Consolidated Statements of Operations in which the hedged items are recorded, in the same period in which the hedged item affects earnings. 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 August 31, 2025, and 2024, was $ 433 million and $ 353 million, respectively. The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between September 1, 2025, and August 31, 2026.
Net Investment Hedges
In addition, the Company has entered into forward foreign exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges. The effective portion of the gain or loss is included in change in foreign currency translation in OCI to offset the change in the carrying value of the net investment being hedged until the complete or substantially complete liquidation of the hedged foreign operation. The gains and losses recognized in earnings due to hedge ineffectiveness and the amounts excluded from effectiveness testing are included in interest expense, net. The maturity dates and aggregate notional amount of these outstanding contracts are as follows (in millions):
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Maturity date August 31, 2025 August 31, 2024
October 2024 $ — $ 140
January 2025 — 106
July 2025 — 55
October 2025 103 —
January 2026 200 106
April 2026 42 —
July 2026 45 —
Total $ 390 $ 407
Non-Designated Derivatives
In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward foreign exchange contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity. The gains and losses from changes in fair values are recognized immediately in current earnings. The aggregate notional amount of these outstanding contracts as of August 31, 2025, and 2024, was $ 3.2 billion and $ 2.6 billion, respectively.
The Effect of Derivative Instruments on AOCI and the 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 Consolidated Statements of Operations for the periods presented (in millions):
Fiscal Year Ended August 31,
Financial Statement Line Item 2025 2024 2023
Derivative instruments designated as cash flow hedges:
Gains (losses) recognized in OCI (1)
$ 14 $ ( 21 ) $ ( 25 )
Losses (gains) reclassified from AOCI into earnings (1)(2)
Forward foreign exchange contracts Cost of revenue $ 8 $ 22 $ 44
Interest rate contracts Interest expense, net $ ( 3 ) $ ( 3 ) $ ( 2 )
Derivative instruments designated as net investment hedges:
Losses recognized in OCI (1)
$ ( 18 ) $ ( 16 ) $ ( 4 )
Gains reclassified from AOCI into earnings (1)
Gain from the divestiture of businesses $ — $ ( 4 ) $ —
Derivative instruments not designated as hedging instruments:
(Losses) gains recognized in earnings from forward foreign exchange contracts Cost of revenue $ ( 36 ) $ 16 $ ( 111 )
(Losses) gains recognized in earnings from changes in foreign currency Cost of revenue $ ( 6 ) $ ( 52 ) $ 58
(1) Amounts are net of tax, which are immaterial for the fiscal years ended August 31, 2025, 2024, and 2023.
(2) The Company expects to reclassify $ 15 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.
The gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material for all periods presented.
Refer to Note 18 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.
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Interest Rate Risk Management
The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings or anticipated debt issuances.
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 are recorded on the Consolidated Balance Sheets as a component of AOCI.
Contemporaneously with the issuance of the 5.450 % Senior Notes in April 2023, the Company settled cash flow hedges with an aggregate notional amount of $ 150 million and $ 100 million, with effective dates of May 2021 and August 2022, respectively. The cash received for the cash flow hedges at settlement was $ 15 million. The settled cash flow hedges are recorded in the Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense, net in the Consolidated Statements of Operations.
Contemporaneously with the issuance of the 4.250 % Senior Notes in April 2022, the Company settled cash flow hedges with an aggregate notional amount of $ 250 million and $ 170 million, with effective dates of November 2020 and March 2022, respectively. The cash received for the cash flow hedges at settlement was $ 46 million. The settled cash flow hedges are recorded in the Consolidated Balance Sheets as a component of AOCI and are amortized to interest expense, net in the Statements of Operations.
12. Accumulated Other Comprehensive Income
The following table sets forth the changes in AOCI, net of tax, by component during the fiscal year ended August 31, 2025 (in millions):
Foreign Currency
Translation Adjustment Net Investment Hedges Derivative
Instruments Actuarial Gain (Loss) Prior Service (Cost) Credit Total
Balance as of August 31, 2024
$ ( 44 ) $ ( 24 ) $ 12 $ 29 $ ( 19 ) $ ( 46 )
Other comprehensive income (loss) before reclassifications 34 ( 18 )
14 ( 4 ) — 26
Amounts reclassified from AOCI — —
5 ( 7 )
5 3
Other comprehensive income (loss) (1)
34 ( 18 ) 19 ( 11 ) 5 29
Balance as of August 31, 2025
$ ( 10 ) $ ( 42 ) $ 31 $ 18 $ ( 14 ) $ ( 17 )
(1) Amounts are net of tax, which are immaterial.
The following table sets forth the amounts reclassified from AOCI into the Consolidated Statements of Operations, and the associated financial statement line item, net of tax, for the periods indicated (in millions):
Fiscal Year Ended August 31, (1)
Comprehensive Income Components Financial Statement Line Item 2025 2024 2023
Realized gains on foreign currency translation Gain from the divestiture of businesses $ — $ ( 2 ) $ —
Realized (gains) losses on pension and postretirement plans:
Actuarial gains
(2)
( 7 ) ( 8 ) ( 14 )
Prior service costs
(2)
5 4 4
(1) Amounts are net of tax, which are immaterial for the fiscal years ended August 31, 2025, 2024 and 2023.
(2) Amounts are included in the computation of net periodic benefit cost. Refer to Note 10 – “Postretirement and Other Employee Benefits” for additional information.
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Refer to Note 11 – “Derivative Financial Instruments and Hedging Activities” for the location of gains and losses on the Company’s derivative instruments that were reclassified from AOCI into the Consolidated Statements of Operations.
13. Stockholders’ Equity
The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Restricted stock units $ 89 $ 70 $ 81
Employee stock purchase plan 18 19 14
Total $ 107 $ 89 $ 95
Equity Compensation Plan
The 2021 Equity Incentive Plan (the “2021 EIP”) provides for the grant of restricted stock awards, restricted stock unit awards and other stock-based awards. The maximum aggregate number of shares that are available for issuance under the 2021 EIP is 11,000,000 .
Following is a reconciliation of the shares available to be issued under the 2021 EIP as of August 31, 2025:
Shares Available for Grant
Balance as of August 31, 2024
8,038,332
Restricted stock units granted, net of forfeitures (1)
( 903,162 )
Balance as of August 31, 2025
7,135,170
(1) Represents the maximum number of shares that can be issued based on the achievement of certain performance criteria.
Restricted Stock Units
Certain key employees have been granted time-based, performance-based and market-based restricted stock units. The time-based restricted stock units granted generally vest on a graded vesting schedule over three years . The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200 %, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200 %, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.
The following table summarizes restricted stock units activity from August 31, 2024 through August 31, 2025:
Shares Weighted-Average
Grant-Date
Fair Value
Outstanding as of August 31, 2024
2,531,774 $ 91.51
Changes during the period
Shares granted (1)
1,020,580 $ 135.21
Shares vested ( 1,117,182 ) $ 81.03
Shares forfeited ( 117,418 ) $ 106.13
Outstanding as of August 31, 2025
2,317,754 $ 115.06
(1) For those shares granted that are based on the achievement of certain performance criteria, the amount represents the maximum number of shares that can vest. During the fiscal year ended August 31, 2025, the Company awarded
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approximately 0.6 million time-based restricted stock units, 0.1 million performance-based restricted stock units and 0.1 million market-based restricted stock units based on target performance criteria.
The following table represents the restricted stock units stock-based compensation information for the periods indicated (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Fair value of restricted stock units vested $ 91 $ 85 $ 93
Tax benefit for stock compensation expense (1)
$ 2 $ 3 $ 2
Unrecognized stock-based compensation expense – restricted stock units $ 60
Remaining weighted-average period for restricted stock units expense 1.4 years
(1) Classified as income tax expense within the Consolidated Statements of Operations.
Employee Stock Purchase Plan
The maximum aggregate number of shares available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) is 23,000,000 .
Employees are eligible to participate in the ESPP after 90 days of employment with the Company. The ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed 10 % of an employee’s compensation, as defined in the ESPP, at a price equal to 85 % of the fair value of the common stock at the beginning or end of the offering period, whichever is lower. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code. As of August 31, 2025, 8,765,309 shares remained available for issue under the 2011 ESPP.
The fair value of shares issued under the ESPP was estimated on the commencement date of each offering period using the Black-Scholes option pricing model. The following weighted-average assumptions were used in the model for each respective period:
Fiscal Year Ended August 31,
2025 2024 2023
Expected dividend yield 0.1 % 0.1 % 0.3 %
Risk-free interest rate 4.9 % 5.4 % 3.4 %
Expected volatility (1)
39.1 % 34.1 % 37.4 %
Expected life 0.5 years 0.5 years 0.5 years
(1) The expected volatility was estimated using the historical volatility derived from the Company’s common stock.
Dividends
The following table sets forth certain information relating to the Company’s cash dividends declared to common stockholders during fiscal years 2025 and 2024:
(in millions, except for per share data) Dividend
Declaration Date Dividend
per Share Total of Cash
Dividends
Declared Date of Record for
Dividend Payment Dividend Cash
Payment Date
Fiscal Year 2025
October 17, 2024 $ 0.08 $ 9 November 15, 2024 December 3, 2024
January 23, 2025 $ 0.08 $ 8 February 18, 2025 March 4, 2025
April 16, 2025 $ 0.08 $ 9 May 15, 2025 June 3, 2025
July 17, 2025 $ 0.08 $ 9 August 15, 2025 September 3, 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
April 17, 2024 $ 0.08 $ 9 May 15, 2024 June 4, 2024
July 18, 2024 $ 0.08 $ 10 August 15, 2024 September 4, 2024
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Common Stock Outstanding
The following represents the common stock outstanding for the fiscal year ended:
Fiscal Year Ended August 31,
2025 2024 2023
Common stock outstanding:
Beginning balances
113,744,167 131,294,422 135,493,980
Shares issued under employee stock purchase plan
593,727 628,960 1,043,294
Vesting of restricted stock
1,117,182 1,802,380 2,014,802
Purchases of treasury stock under employee stock plans
( 330,256 ) ( 537,318 ) ( 571,606 )
Treasury shares purchased ( 7,643,925 ) ( 19,444,277 ) ( 6,686,048 )
Ending balances
107,480,895 113,744,167 131,294,422
Treasury Shares Purchased
The Company repurchases shares of its common stock under share repurchase programs authorized by the Company’s Board of Directors. The following Board approved share repurchase programs were executed through a combination of open market transactions and accelerated share repurchase (“ASR”) agreements (in millions):
Board Approval Date Amount Authorized Shares Repurchased Total Cash Utilized Remaining Authorization Authorization Completion Date
2022 Share Repurchase Program Q4 FY 2021 $ 1,000 16.5 $ 1,000 $ — Q2 FY 2023
2023 Share Repurchase Program Q1 FY 2023 $ 1,000 2.7 $ 224 (1)
Q4 FY 2023
Amended 2023 Share Repurchase Program Q1 FY 2024 $ 2,500 20.4 $ 2,500 $ — Q1 FY 2025
2025 Share Repurchase Program Q1 FY 2025 $ 1,000 6.6 $ 1,000 $ — Q4 FY 2025
2026 Share Repurchase Program (2)
Q4 FY 2025 $ 1,000 0.6 $ 135 $ 865
(1) In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $ 2.5 billion of the Company’s common stock.
(2) As of October 10, 2025, 0.6 million shares had been repurchased for $ 135 million and $ 865 million remains available under the 2026 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. The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreements. At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.
The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):
Agreement Execution Date Agreement Settlement Date Agreement Amount Initial Shares Delivered Additional Shares Delivered Total Shares Delivered Average Price Paid Per Share
Q1 FY 2024 Q1 FY 2024 $ 500 3.3 0.6 3.9 $ 128.61
Q4 FY 2024 Q1 FY 2025 (1) $ 555 4.2 1.0 5.2 $ 107.08
Q2 FY 2025 Q3 FY 2025 (2) $ 310 1.8 0.2 2.0 $ 154.44
Q3 FY 2025 Q4 FY 2025 (3) $ 309 1.8 0.0 1.8 $ 171.91
(1) In September 2024, as part of the amended 2023 Share Repurchase Program, an ASR transaction was completed, and 1.0 million additional shares were delivered under the Q4 FY 2024 ASR agreements.
(2) 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.
(3) 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
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Company made payments of $ 309 million to participating financial institutions and received an initial delivery of shares of common stock. In July 2025, the ASR transaction was completed and no additional shares were delivered under the Q3 FY 2025 ASR agreements.
In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Shares Cost Shares Cost Shares Cost
Open market share repurchases (1)
2.8 $ 377 11.3 $ 1,445 6.7 $ 487
(1) As of October 10, 2025, 0.6 million shares had been repurchased for $ 135 million through open market transactions under the 2026 Share Repurchase Program.
Warrants
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 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. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments.
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)
34.4 %
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 fiscal year ended August 31, 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 August 31, 2025
1,098,957
Exercisable as of August 31, 2025
59,582
14. Concentration of Risk and Segment Data
Concentration of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. The Company maintains cash and cash equivalents with various domestic and foreign financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided on such deposits but may generally be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions and attempts to limit exposure with any one institution. For trade receivables, the Company
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performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains an allowance for expected credit losses on trade receivables.
Sales of the Company’s products are concentrated among specific customers. For fiscal year 2025, the Company’s five largest customers accounted for approximately 36 % of its net revenue and 87 customers accounted for approximately 90 % of its net revenue. As the Company is a provider of manufacturing services and solutions and products are built based on customer specifications, it is impracticable to provide revenues from external customers for each product and service. Sales to the following customers that accounted for 10% or more of the Company’s net revenues, expressed as a percentage of consolidated net revenue, and the percentage of accounts receivable for the customers, were as follows:
Percentage of Net Revenue
Fiscal Year Ended August 31, Percentage of Accounts Receivable
as of August 31,
2025 2024 2023 2025 2024
Customer A (1)
16 % * * 24 % 17 %
Customer B (2)
* 11 % 17 % * *
* Amount was less than 10% of total.
(1) Sales to this customer were reported primarily in the Intelligent Infrastructure segment.
(2) Sales to this customer were reported in the Connected Living and Digital Commerce segment.
The Company procures components from a broad group of suppliers. Some of the products manufactured by the Company require one or more components that are available from only a single source.
Segment Data
Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”), our Chief Executive Officer. The CODM regularly reviews net revenue by segment, segment income, and segment income margin, including prior period comparison and forecasted segment results, to assess the performance of the individual segments and make decisions about resources to be allocated to the segments.
The Company derives its revenue from providing comprehensive electronics design, production and product management services. Prior to the first quarter of fiscal year ended August 31, 2025, the Company’s operating segments consisted of two segments – Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”). Beginning September 1, 2024, the Company reorganized its internal structure to focus on speed, precision, and solutions and, as a result of the organizational realignment, the Company’s operating segments now consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments. All prior period disclosures presented have been recast to reflect this change.
The Regulated Industries segment is focused on regulated markets and includes revenues from customers primarily in the automotive and transportation, healthcare and packaging, and renewable energy infrastructure industries. The Intelligent Infrastructure segment is focused on the modern digital ecosystem including artificial intelligence (“AI”) infrastructure and includes revenues from customers primarily in the capital equipment, cloud and data center infrastructure, and networking and communications industries. The Connected Living and Digital Commerce segment is focused on digitalization and automation, including warehouse automation and robotics, and includes revenues from customers primarily in the connected living and digital commerce industries. The segments are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital, and risk profiles.
Net revenue for the operating segments is attributed to the segment in which the service is performed. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net revenue less segment expenses, which includes cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses. Segment income does not include amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, goodwill impairment charges, business interruption and impairment charges, net, (gain) loss from the divestiture of businesses, acquisition and divestiture related charges, loss on debt extinguishment, (gain) loss on securities, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations, other expense (excluding certain components of net periodic benefit cost), interest expense,
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net, income tax expense, or adjustment for net income (loss) attributable to noncontrolling interests. Segment income margin is defined as segment income divided by net revenue.
Total segment assets are defined as accounts receivable, contract assets, inventories, net, customer-related property, plant and equipment, intangible assets net of accumulated amortization, and goodwill. All other non-segment assets are reviewed on a global basis by management. Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.
The following tables set forth operating segment information (in millions):
Fiscal Year Ended August 31,
August 31, 2025 August 31, 2024 August 31, 2023
Regulated Industries Intelligent infrastructure Connected Living and Digital Commerce Total Regulated Industries Intelligent infrastructure Connected Living and Digital Commerce Total Regulated Industries Intelligent infrastructure Connected Living and Digital Commerce Total
Point in time $ 477 $ 6,299 $ 1,727 $ 8,503 $ 553 $ 4,464 $ 3,393 $ 8,410 $ 419 $ 5,005 $ 6,123 $ 11,547
Over time 11,402 6,018 3,879 21,299 11,708 4,733 4,032 20,473 12,620 6,067 4,468 23,155
Net revenue $ 11,879 $ 12,317 $ 5,606 $ 29,802 $ 12,261 $ 9,197 $ 7,425 $ 28,883 $ 13,039 $ 11,072 $ 10,591 $ 34,702
Segment expenses $ 11,236 $ 11,653 $ 5,293 $ 28,182 $ 11,606 $ 8,728 $ 6,961 $ 27,295 $ 12,392 $ 10,520 $ 10,057 $ 32,969
Segment income $ 643 $ 664 $ 313 $ 1,620 $ 655 $ 469 $ 464 $ 1,588 $ 647 $ 552 $ 534 $ 1,733
Segment income margin 5.4 % 5.4 % 5.6 % 5.4 % 5.3 % 5.1 % 6.2 % 5.5 % 5.0 % 5.0 % 5.0 % 5.0 %
Fiscal Year Ended August 31,
2025 2024 2023
Segment income $ 1,620 $ 1,588 $ 1,733
Reconciling items:
Amortization of intangibles ( 62 ) ( 40 ) ( 33 )
Stock-based compensation expense and related charges ( 107 ) ( 89 ) ( 95 )
Restructuring, severance and related charges (1)
( 181 ) ( 296 ) ( 57 )
Business interruption and impairment charges, net (2)
( 8 ) ( 16 ) —
(Loss) gain from the divestiture of businesses (3)
( 53 ) 942 —
Acquisition and divestiture related charges ( 20 ) ( 70 ) —
Loss on securities (4)
( 46 ) — —
Other expense (net of periodic benefit cost) ( 104 ) ( 95 ) ( 80 )
Interest expense, net ( 147 ) ( 173 ) ( 206 )
Income before income tax $ 892 $ 1,751 $ 1,262
(1) Charges recorded during the fiscal year ended August 31, 2025 and 2024, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan, respectively. Charges recorded during the fiscal year ended August 31, 2023, related to headcount reduction to further optimize the Company’s business activities.
(2) Charges recorded during the fiscal year ended August 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. Charges recorded during the fiscal year ended August 31, 2024, related to costs associated with product quality liabilities. Charges recorded during the fiscal years ended August 31, 2025, and 2024, are classified as a component of cost of revenue and selling, general and administrative expenses in the Consolidated Statements of Operations.
(3) Charges recorded during the fiscal year ended August 31, 2025, relate primarily to a pre-tax loss of $ 97 million recognized for the divestiture of the Company’s operations in Italy. The Company completed the divestiture of the
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Mobility Business and recorded a pre-tax gain of $ 942 million during the fiscal year ended August 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 fiscal year ended August 31, 2025.
(4) Charges recorded during the fiscal year ended August 31, 2025, relate to an impairment of an investment in Preferred Stock.
August 31, 2025 August 31, 2024
Total assets:
Regulated Industries $ 6,262 $ 5,855
Intelligent Infrastructure 3,739 2,624
Connected Living and Digital Commerce 2,199 2,297
Other non-allocated assets 6,343 6,575
Total $ 18,543 $ 17,351
The Company operates in approximately 30 countries worldwide. For geographical reporting, sales to unaffiliated customers are attributed to the Company location that maintains the customer relationship and transacts the external sale. Long-lived assets consist of property, plant and equipment, net and right-of-use assets and are attributed to the Company location in which they are located. The following tables set forth net revenue and long-lived asset information where individual countries accounted for 10% or more of the total, for the periods indicated (in millions):
At and For the Fiscal Year Ended August 31,
2025 2024 2023
Net Revenue Long-Lived Assets Net Revenue Long-Lived Assets Net Revenue Long-Lived Assets
Mexico
$ 5,689 $ 514 $ 5,872 $ 647 $ 6,083 $ 670
China
4,196 635 4,810 736 5,868 865
Malaysia 3,644 358 * 352 * *
Singapore (1)
* * 4,486 * 7,385 *
Other
8,829 1,170 8,668 1,074 10,431 1,338
Total Foreign 22,358 2,677 23,836 2,809 29,767 2,873
U.S. (2)
7,444 632 5,047 575 4,935 631
Total $ 29,802 $ 3,309 $ 28,883 $ 3,384 $ 34,702 $ 3,504
* Amount was less than 10% of total.
(1) Decrease in net revenue from prior periods is primarily driven by the divestiture of the Mobility Business during the fiscal year ended August 31, 2024.
(2) Increase in net revenue from prior periods is primarily driven by domestic revenue growth in our Intelligent Infrastructure segment during the fiscal year ended August 31, 2025.
15. Restructuring, Severance and Related Charges
Following is a summary of the Company’s restructuring, severance and related charges (in millions):
Fiscal Year Ended August 31,
2025 (1)
2024 (2)
2023 (3)
Employee severance and benefit costs $ 58 $ 177 $ 48
Lease costs 6 2 —
Asset write-off costs 53 79 5
Other costs 64 38 4
Total restructuring, severance and related charges (4)
$ 181 $ 296 $ 57
(1) Primarily relates to the 2025 Restructuring Plan.
(2) Primarily relates to the 2024 Restructuring Plan.
(3) Primarily relates to headcount reduction to further optimize the Company's business activities.
(4) Except for asset write-off costs, all restructuring, severance and related charges are cash costs.
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The following table presents the Company’s restructuring, severance, and related charges disaggregated by segment (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Total restructuring, severance and related charges:
Regulated Industries $ 80 $ 75 $ 11
Intelligent Infrastructure 34 69 10
Connected Living and Digital Commerce 21 84 24
Non-allocated charges 46 68 12
Total $ 181 $ 296 $ 57
See Note 14 – “Concentration of Risk and Segment Data” to the Consolidated Financial Statements for further details on the change in reportable segments.
2025 Restructuring Plan
On September 24, 2024, the Company’s Board of Directors approved a restructuring plan to align our support infrastructure to further optimize organizational effectiveness. This action includes headcount reductions across our Selling, General, and Administrative (“SG&A”) and manufacturing cost base and capacity realignment (the “2025 Restructuring Plan”). 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 expects to recognize approximately $ 200 million in pre-tax restructuring and other related costs related to the 2025 Restructuring Plan. 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.
The table below summarizes the Company’s liability activity, primarily associated with the 2025 Restructuring Plan (in millions):
Employee Severance
and Benefit Costs Lease Costs Asset Write-off Costs Other Related Costs Total
Balance as of August 31, 2024
$ — $ — $ — $ — $ —
Restructuring related charges 61 6 43 58 168
Asset write-off charge and other non-cash activity — — ( 43 ) ( 33 ) ( 76 )
Cash payments ( 54 ) ( 6 ) — ( 10 ) ( 70 )
Balance as of August 31, 2025
$ 7 $ — $ — $ 15 $ 22
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 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”).
The 2024 Restructuring Plan, totaling approximately $ 300 million in pre-tax restructuring and other related costs, was substantially complete as of August 31, 2024.
The table below summarizes the Company’s liability activity, primarily associated with the 2024 Restructuring Plan (in millions):
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Employee
Severance
and Benefit Costs Lease Costs Asset Write-off Costs Other Related Costs Total
Balance as of August 31, 2024
$ 66 $ 1 $ — $ 5 $ 72
Restructuring related charges ( 3 ) — 10 6 13
Asset write-off charge and other non-cash activity — — ( 10 ) ( 2 ) ( 12 )
Cash payments ( 54 ) ( 1 ) — ( 7 ) ( 62 )
Balance as of August 31, 2025
$ 9 $ — $ — $ 2 $ 11
16. Income Taxes
Provision for Income Taxes
Income (loss) before income tax expense is summarized below (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Domestic $ ( 255 ) $ ( 366 ) $ ( 315 )
Foreign 1,147 2,117 1,577
Total $ 892 $ 1,751 $ 1,262
Income tax expense (benefit) is summarized below (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Current:
Domestic – federal
$ ( 16 ) $ — $ 1
Domestic – state
15 5 2
Foreign 356 442 350
Total current 355 447 353
Deferred:
Domestic – federal
( 15 ) 12 ( 2 )
Domestic – state
( 5 ) ( 2 ) 4
Foreign
( 100 ) ( 94 ) 89
Total deferred ( 120 ) ( 84 ) 91
Total income tax expense $ 235 $ 363 $ 444
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Reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is summarized below:
Fiscal Year Ended August 31,
2025 2024 2023
U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 %
State income taxes, net of federal tax benefit 0.6 ( 0.3 ) 0.2
Impact of foreign tax rates (1)
( 2.0 ) 0.1 ( 1.8 )
Permanent differences ( 0.3 ) 0.5 ( 0.5 )
Income tax credits (1)
( 1.7 ) ( 0.7 ) ( 0.5 )
Valuation allowance (2)
1.0 3.5 1.1
Equity compensation 1.1 ( 0.4 ) 0.5
Impact of intercompany charges and dividends 1.9 ( 0.7 ) 2.4
Global Intangible Low-Taxed Income 1.4 1.9 0.8
Change in indefinite reinvestment assertion (3)
0.3 0.4 11.7
Divestiture of businesses (4)
2.3 ( 5.9 ) —
Other, net 0.8 1.3 0.3
Effective income tax rate 26.4 % 20.7 % 35.2 %
(1) The Company has been granted tax incentives for various subsidiaries in Malaysia, Singapore, Vietnam, Brazil, and Israel, which primarily expire at various dates through fiscal year 2030 and are subject to certain conditions with which the Company expects to comply. Tax incentives resulted in a tax benefit of approximately $ 75 million ($ 0.68 per basic weighted average shares outstanding), $ 54 million ($ 0.44 per basic weighted average shares outstanding) and $ 74 million ($ 0.56 per basic weighted average shares outstanding) during the fiscal years ended August 31, 2025, 2024, and 2023, respectively.
(2) For the fiscal year ended August 31, 2025, the valuation allowance change was primarily due to the change in deferred tax assets for sites with existing valuation allowances.
(3) As a result of certain operations being classified as held for sale, the Company made a change to its indefinite reinvestment assertions for the fiscal year ended August 31, 2023.
(4) For the fiscal year ended August 31, 2025, the divestiture of businesses is primarily related to the divestiture of the Italy operations. For the fiscal year ended August 31, 2024, the divestiture of businesses was related to the sale of the Mobility Business.
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Deferred Tax Assets and Liabilities
Significant components of the deferred tax assets and liabilities are summarized below (in millions):
August 31, 2025 August 31, 2024
Deferred tax assets:
Net operating loss carryforwards $ 227 $ 183
Inventories 28 18
Compensated absences 16 14
Accrued expenses 131 109
Property, plant and equipment 34 2
Domestic tax credits 22 45
Foreign jurisdiction tax credits 5 9
Equity compensation 8 11
Domestic interest carryforwards 11 19
Capital loss carryforwards 32 26
Revenue recognition 49 27
Operating and finance lease liabilities 35 40
Other 45 39
Total deferred tax assets before valuation allowances 643 542
Less valuation allowances ( 400 ) ( 368 )
Net deferred tax assets $ 243 $ 174
Deferred tax liabilities:
Unremitted earnings of foreign subsidiaries $ 38 $ 83
Intangible assets 49 29
Operating lease assets 91 81
Other 4 28
Total deferred tax liabilities $ 182 $ 221
Net deferred tax assets (liabilities) $ 61 $ ( 47 )
Based on the Company’s historical operating income, projection of future taxable income, scheduled reversal of taxable temporary differences, and tax planning strategies, management believes it is more likely than not that the Company will realize the benefit of its deferred tax assets, net of valuation allowances recorded.
As of August 31, 2025, the Company intends to indefinitely reinvest the remaining earnings from its foreign subsidiaries for which a deferred tax liability has not already been recorded. The accumulated earnings are the most significant component of the basis difference which is indefinitely reinvested. As of August 31, 2025, the indefinitely reinvested earnings in foreign subsidiaries upon which taxes had not been provided were approximately $ 1.2 billion. The estimated amount of the unrecognized deferred tax liability on these reinvested earnings was approximately $ 0.1 billion.
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Tax Carryforwards
The amount and expiration dates of income tax net operating loss carryforwards, tax credit carryforwards, and tax capital loss carryforwards, which are available to reduce future taxes, if any, as of August 31, 2025, are as follows (in millions):
Last Fiscal Year of Expiration Amount
Income tax net operating loss carryforwards: (1)
Domestic - federal 2037 or indefinite $ 169
Domestic – state
2045 or indefinite $ 60
Foreign 2035 or indefinite $ 680
Tax credit carryforwards: (1)
Domestic – federal
2035 $ 18
Domestic – state
2039 or indefinite $ 4
Foreign (2)
2027 $ 5
Tax capital loss carryforwards:
Domestic – federal
2030 $ 127
(1) Net of unrecognized tax benefits.
(2) Calculated based on the deferral method and includes foreign investment tax credits.
Unrecognized Tax Benefits
Reconciliation of the unrecognized tax benefits is summarized below (in millions):
Fiscal Year Ended August 31,
2025 2024 2023
Beginning balance $ 168 $ 257 $ 253
Additions for tax positions of prior years 8 19 1
Reductions for tax positions of prior years ( 4 ) ( 21 ) ( 7 )
Additions for tax positions related to current year (1)
14 22 23
Additions related to acquired entities 5 — —
Divestiture of businesses — ( 49 ) —
Reductions from lapses in statutes of limitations (2)
( 36 ) ( 2 ) ( 8 )
Settlements (3)
( 13 ) ( 58 ) ( 5 )
Ending balance $ 142 $ 168 $ 257
Unrecognized tax benefits that would affect the effective tax rate (if recognized)
$ 89 $ 94 $ 150
(1) The additions for the fiscal years ended August 31, 2025, 2024 and 2023 are primarily related to taxation of certain intercompany transactions.
(2) The reductions from lapses in statutes of limitations for the fiscal year ended August 31, 2025, are primarily related to intercompany transactions and entitlement to tax credits.
(3) Settlements for the fiscal year ended August 31, 2024, primarily relates to the settlement of a U.S. audit.
The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company’s accrued interest and penalties were approximately $ 24 million and $ 17 million as of August 31, 2025, and 2024, respectively. The Company recognized interest and penalties of approximately $ 2 million, ($ 14 million) and $ 3 million during the fiscal years ended August 31, 2025, 2024, and 2023, respectively.
It is reasonably possible that the August 31, 2025, unrecognized tax benefits could decrease during the next 12 months by $ 16 million, primarily related to lapses in statutes of limitations associated with intercompany transactions.
The Company is no longer subject to U.S. federal tax examinations for fiscal years before August 31, 2022. In major non-U.S. and state jurisdictions, the Company is no longer subject to income tax examinations for fiscal years before August 31, 2015, and August 31, 2009, respectively.
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17. Business Acquisitions and Divestitures
Acquisitions
Fiscal Year 2026
On September 1, 2025, the Company completed the acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”) for cash consideration transferred of $ 134 million. 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. The final purchase price is subject to adjustment based on conditions within the purchase agreement.
Fiscal Year 2025
On February 3, 2025, the Company completed the acquisition of Pharmaceutics International, Inc. (“Pii”) for cash consideration transferred of $ 309 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 is expected to 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 $ 357 million, including $ 149 million in intangible assets and $ 142 million in goodwill, and liabilities assumed of $ 48 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 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. Assets acquired of $ 63 million, including $ 40 million in intangible assets and $ 17 million in goodwill, 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 Intelligent Infrastructure segment. The majority of the goodwill is currently expected to be deductible for income tax purposes. The results of operations were included in the Company’s consolidated financial results beginning on October 1, 2024. Pro forma information has not been provided as the acquisition of Mikros Technologies is not deemed to be significant.
Fiscal Year 2024
On November 1, 2023, the Company completed the acquisition of ProcureAbility Inc. (“ProcureAbility”) for approximately $ 60 million in cash. ProcureAbility is a procurement services provider specializing in technology-enabled advisory, managed services, digital, staffing, and recruiting solutions.
The acquisition of ProcureAbility was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $ 87 million, including $ 40 million in intangible assets and $ 38 million in goodwill, and liabilities assumed of $ 26 million were recorded at their estimated fair values as of the acquisition date. The 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. 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 consolidated financial results beginning on November 1, 2023. Pro forma information has not been provided as the acquisition of ProcureAbility is not deemed to be significant.
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Divestitures
Fiscal Year 2025
On August 1, 2025, through its indirect subsidiary, Jabil Circuit Italia S.r.l. (“JCI”), the Company divested its operations in Italy. As a result of the transaction, the Company derecognized net assets of approximately $ 36 million and recorded a pre-tax loss of $ 97 million during the fiscal year ended August 31, 2025, subject to post-closing adjustments that are still being finalized. As part of the terms of the agreement, the Company also paid cash consideration of $ 63 million to the buyer. The operating results of this business were immaterial to the Company's consolidated results of operations.
Fiscal Year 2024
The Company announced on September 26, 2023, that, through its indirect subsidiary, Jabil Circuit (Singapore) Pte. Ltd., a Singapore private limited company (“Singapore Seller”), we agreed to sell to an affiliate of BYD Electronic (International) Co. Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), the Singapore Seller’s product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi, (the “Mobility Business”), for cash consideration of approximately $ 2.2 billion, subject to certain customary purchase price adjustments.
As of August 31, 2023, the Company determined the Mobility Business met the criteria to be classified as held for sale. Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary. Depreciation and amortization expense for long-lived assets was not recorded for the period in which these assets were classified as held for sale. The divestiture did not meet the criteria to be reported as discontinued operations, and the Company continued to report the operating results for the Mobility Business in the Company’s Consolidated Statement of Operations in the DMS segment until December 29, 2023 (the “Closing Date”).
On 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 in the fiscal year ended August 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 fiscal year ended August 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. The Company incurred transaction and disposal costs in connection with the sale of approximately $ 67 million during the fiscal year ended August 31, 2024, which are included in continuing operations in the Company’s Consolidated Statements of Operations.
18. Fair Value Measurements
Fair Value Measurements on a Recurring Basis
The following table presents the fair value of the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated (in millions):
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Fair Value Hierarchy August 31, 2025 August 31, 2024
Assets:
Cash and cash equivalents:
Cash equivalents Level 1 (1)
$ 392 $ 303
Prepaid expenses and other current assets:
Short-term investments Level 1 27 27
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 11)
Level 2 (2)
19 11
Derivatives not designated as hedging instruments (Note 11)
Level 2 (2)
26 25
Net investment hedges:
Derivatives designated as hedging instruments (Note 11)
Level 2 (2)
1 —
Liabilities:
Accrued expenses:
Forward foreign exchange contracts:
Derivatives designated as hedging instruments (Note 11)
Level 2 (2)
$ — $ 28
Derivatives not designated as hedging instruments (Note 11)
Level 2 (2)
9 22
Net investment hedges:
Derivatives designated as hedging instruments (Note 11)
Level 2 (2)
13 6
Forward interest rate swaps:
Derivatives designated as hedging instruments (Note 11)
Level 2 (3)
1 —
Other liabilities:
Net investment hedges:
Derivatives designated as hedging instruments (Note 11)
Level 2 (2)
— 5
(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.
(3) Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of borrowings under credit facilities and under loans approximates fair value as interest rates on these instruments approximates current market rates.
Notes payable and long-term debt is carried at amortized cost; however, the Company estimates the fair value of notes payable and long-term debt for disclosure purposes. The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated (in millions):
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August 31, 2025 August 31, 2024
Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value
Notes payable and long-term debt: (Note 7 )
3.950 % Senior Notes
Level 2 (1)
$ 499 $ 496 $ 498 $ 487
3.600 % Senior Notes
Level 2 (1)
$ 498 $ 480 $ 497 $ 468
3.000 % Senior Notes
Level 2 (1)
$ 595 $ 551 $ 594 $ 529
1.700 % Senior Notes
Level 2 (1)
$ 499 $ 492 $ 499 $ 476
4.250 % Senior Notes
Level 2 (1)
$ 497 $ 500 $ 496 $ 495
5.450 % Senior Notes
Level 2 (1)
$ 297 $ 308 $ 296 $ 306
(1) The fair value estimates are based upon observable market data.
Refer to Note 10 – “Postretirement and Other Employee Benefits” for disclosure surrounding the fair value of the Company’s pension plan assets.
19. Commitments and Contingencies
Legal Proceedings
The Company is party to certain lawsuits in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
20. New Accounting Guidance
New accounting guidance adopted during the period did not have a material impact to the Company.
Recently issued accounting guidance is not applicable or did not have, or is not expected to have, a material impact to the Company.
21. Related Party Transactions
During the three months ended May 31, 2025, James Siminoff, a member of the Company’s Board of Directors since January 2024, returned to Amazon.com, Inc (“Amazon”) as a Vice President overseeing Amazon’s home security business. During fiscal year 2025, the Company provided manufacturing services to Amazon’s home security business. Transactions between the Company and Amazon for businesses under Mr. Siminoff’s oversight are considered related party transactions. These related party transactions were not material to the Company individually or in the aggregate and no disclosure is required with respect to such transactions for the fiscal year ended August 31, 2025.
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JABIL INC.
Registrant
Date: October 17, 2025
By: /s/ M ICHAEL D ASTOOR
Michael Dastoor
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Dastoor and Gregory B. Hebard and each of them, jointly and severally, his or her attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
By: /s/ M ARK T. M ONDELLO
Chairman of the Board of Directors
October 17, 2025
Mark T. Mondello
By: /s/ S TEVEN A. R AYMUND
Lead Independent Director October 17, 2025
Steven A. Raymund
By: /s/ M ICHAEL D ASTOOR
Chief Executive Officer
(Principal Executive Officer) October 17, 2025
Michael Dastoor
By: /s/ G REGORY B. H EBARD
Chief Financial Officer
(Principal Financial and Accounting Officer) October 17, 2025
Gregory B. Hebard
By: /s/ A NOUSHEH A NSARI
Director October 17, 2025
Anousheh Ansari
By: /s/ S UJATHA C HANDRASEKARAN
Director October 17, 2025
Sujatha Chandrasekaran
By: /s/ C HRISTOPHER S . H OLLAND
Director October 17, 2025
Christopher S. Holland
By: /s/ J OHN C. P LANT
Director October 17, 2025
John C. Plant
By: /s/ J AMES W. S IMINOFF
Director October 17, 2025
James W. Siminoff
By: /s/ N.V. T YAGARAJAN
Director October 17, 2025
N.V. Tyagarajan
By: /s/ K ATHLEEN A. W ALTERS
Director October 17, 2025
Kathleen A. Walters
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SCHEDULE II
JABIL INC. AND SUBSIDIARIES
SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Balance at
Beginning
of Period Additions and
Adjustments
Charged to Costs
and Expenses Additions/
(Reductions)
Charged
to Other Accounts (1)
Write-offs Balance at
End of Period
Reserve for excess and obsolete inventory:
Fiscal year ended August 31, 2025 $ 63 $ 26 $ — $ ( 22 ) $ 67
Fiscal year ended August 31, 2024 $ 58 $ 40 $ — $ ( 35 ) $ 63
Fiscal year ended August 31, 2023 $ 82 $ 34 $ ( 27 ) $ ( 31 ) $ 58
(1) During the fiscal year ended August 31, 2023 the reductions charged to other accounts relates to inventory reserves for excess and obsolete inventory classified as held for sale.
Balance at
Beginning
of Period Additions
Charged to
Costs and
Expenses Additions/
(Reductions)
Charged
to Other Accounts Reductions
Charged to
Costs and
Expenses Balance at
End of Period
Valuation allowance for deferred taxes:
Fiscal year ended August 31, 2025 $ 368 $ 30 $ 23 $ ( 21 ) $ 400
Fiscal year ended August 31, 2024 $ 303 $ 96 $ 3 $ ( 34 ) $ 368
Fiscal year ended August 31, 2023 $ 281 $ 28 $ 9 $ ( 15 ) $ 303
See accompanying report of independent registered public accounting firm.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.