8-K/A
Hewlett Packard Enterprise Co (HPE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
July 2, 2025
Date of Report (Date of Earliest Event Reported)
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-37483 | 47-3298624 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1701 East Mossy Oaks Road<br> , Spring , TX | 77389 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
(678) 259-9860
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | HPE | NYSE |
| 7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share | HPEPrC | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
|---|---|
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial<br> accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| --- | --- |
Explanatory Note
On July 2, 2025, Hewlett Packard Enterprise Company (“HPE” or the “Company”), completed its acquisition of Juniper Networks, Inc. (“Juniper”), pursuant to the Agreement and Plan of Merger, dated as of January 9, 2024 (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”) by and among the Company, Juniper and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE.
This Amendment No. 1 on Form 8-K/A is being filed to amend Item 9.01(a) and (b) of the Current Report on Form 8-K that HPE filed with the Securities and Exchange Commission (“SEC”) on July 2, 2025 regarding the completion of its acquisition of Juniper, to include the historical financial statements of Juniper required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(a) Financial Statements of Businesses Acquired
HPE is filing: (i) as Exhibit 99.1 to this Current Report on Form 8-K/A, the audited consolidated financial statements of Juniper as of December 31, 2024 and 2023, and for each of the three fiscal years in the period ended December 31, 2024, together with the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon, (ii) as Exhibit 99.2, the interim unaudited condensed consolidated financial statements of Juniper as of June 30, 2025 and for the three and six months ended June 30, 2025 and June 30, 2024, together with the notes related thereto; and (iii) as Exhibit 23.1, the consent of Ernst & Young, LLP, independent registered public accounting firm of Juniper.
(b) Pro Forma Financial Information
HPE is filing as Exhibit 99.3 to this Current Report on Form 8-K/A, the unaudited pro forma condensed combined statements of operations for the fiscal year ended October 31, 2024 and nine months ended July 31, 2025, after giving effect to the acquisition of Juniper and adjustments described in such pro forma financial information.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K/A:
| Exhibit<br><br> <br>No. | Exhibit Description |
|---|---|
| 23.1 | Consent of Ernst & Young, LLP, independent registered public accounting firm (with respect to Juniper). |
| 99.1 | Audited consolidated financial statements of Juniper as of December 31, 2024 and<br> 2023, and for each of the three fiscal years in the period ended December 31, 2024, and the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon (incorporated by reference to pages 63 through 112<br> of Juniper’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (SEC File No. 001-34501), filed with the SEC on February 21, 2025). |
| 99.2 | Interim unaudited condensed consolidated financial statements of Juniper as of June 30, 2025 and for the three and six months ended June 30, 2025<br> and June 30, 2024, and the notes related thereto. |
| 99.3 | Unaudited pro forma condensed combined statements of operations of HPE for the fiscal year ended October 31, 2024 and nine months ended July 31,<br> 2025. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEWLETT PACKARD ENTERPRISE COMPANY | ||
|---|---|---|
| DATE: September 5, 2025 | By: | /s/ David Antczak |
| Name: | David Antczak | |
| Title: | Senior Vice President, General Counsel<br><br> <br>and Corporate Secretary |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-207679, 333-207671, 333-217152, 333-207680, 333-221254, 333-226181, 333-229449, 333-234033, 333-249731, 333-255839, 333-265378, 333-272379, 333-279950, 333-287760 and 333-288473) and Form S-3 (No. 333-276221) and related Prospectuses of Hewlett Packard Enterprise Company of our reports dated February 21, 2025, relating to the consolidated financial statements and schedule of Juniper Networks, Inc. as of December 31, 2024 and 2023, and for the three years then ended, and the effectiveness of internal control over financial reporting of Juniper Networks, Inc. as of December 31, 2024, appearing in this Current Report on Form 8-K/A of Hewlett Packard Enterprise Company.
/s/ Ernst & Young LLP
San Jose, California
September 5, 2025
Exhibit 99.2
Juniper Networks, Inc.
Condensed Consolidated Statements of Operations
(In millions, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net revenues: | ||||||||||
| Product | $ | 892.5 | $ | 681.2 | $ | 1,647.5 | $ | 1,333.1 | ||
| Service | 541.0 | 508.4 | 1,066.2 | 1,005.4 | ||||||
| Total net revenues | 1,433.5 | 1,189.6 | 2,713.7 | 2,338.5 | ||||||
| Cost of revenues: | ||||||||||
| Product | 493.2 | 356.2 | 873.5 | 680.1 | ||||||
| Service | 148.6 | 144.9 | 293.8 | 289.0 | ||||||
| Total cost of revenues | 641.8 | 501.1 | 1,167.3 | 969.1 | ||||||
| Gross margin | 791.7 | 688.5 | 1,546.4 | 1,369.4 | ||||||
| Operating expenses: | ||||||||||
| Research and development | 286.6 | 274.6 | 569.7 | 571.2 | ||||||
| Sales and marketing | 298.5 | 297.4 | 600.3 | 602.8 | ||||||
| General and administrative | 63.2 | 60.8 | 123.4 | 121.5 | ||||||
| Restructuring charges | 17.0 | 1.6 | 27.7 | 5.7 | ||||||
| Merger-related charges ^(1)^ | 47.9 | 9.1 | 57.4 | 37.4 | ||||||
| Total operating expenses | 713.2 | 643.5 | 1,378.5 | 1,338.6 | ||||||
| Operating income | 78.5 | 45.0 | 167.9 | 30.8 | ||||||
| Gain (loss) on privately-held investments, net | 0.5 | 0.7 | (2.8 | ) | (13.6 | ) | ||||
| Other income, net | 5.8 | 1.3 | 1.5 | 3.4 | ||||||
| Income before income taxes and loss from equity method investment | 84.8 | 47.0 | 166.6 | 20.6 | ||||||
| Income tax provision (benefit) | 14.3 | 10.8 | 32.0 | (16.9 | ) | |||||
| Loss from equity method investment, net of tax | — | 2.1 | — | 4.2 | ||||||
| Net income | $ | 70.5 | $ | 34.1 | $ | 134.6 | $ | 33.3 | ||
| Net income per share: | ||||||||||
| Basic | $ | 0.21 | $ | 0.10 | $ | 0.40 | $ | 0.10 | ||
| Diluted | $ | 0.21 | $ | 0.10 | $ | 0.40 | $ | 0.10 | ||
| Weighted-average shares used to compute net income per share: | ||||||||||
| Basic | 334.5 | 325.1 | 333.9 | 323.8 | ||||||
| Diluted | 340.3 | 332.7 | 339.7 | 332.1 |
^^
^(1)^ Represents charges incurred directly in connection with the pending merger with HPE (as defined below). See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, for further information.
See accompanying Notes to Condensed Consolidated Financial Statements
Juniper Networks, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income | $ | 70.5 | $ | 34.1 | $ | 134.6 | $ | 33.3 | ||||
| Other comprehensive income (loss), net: | ||||||||||||
| Available-for-sale debt securities: | ||||||||||||
| Change in net unrealized gains and losses | 0.2 | 0.6 | 1.2 | (28.4 | ) | |||||||
| Net realized gains reclassified into net income | (0.2 | ) | (0.1 | ) | (0.4 | ) | (0.2 | ) | ||||
| Net change on available-for-sale debt securities | — | 0.5 | 0.8 | (28.6 | ) | |||||||
| Cash flow hedges: | ||||||||||||
| Change in net unrealized gains and losses | 21.7 | (3.6 | ) | 27.8 | (9.0 | ) | ||||||
| Net realized losses reclassified into net income | (0.2 | ) | 2.3 | 2.9 | 3.5 | |||||||
| Net change on cash flow hedges | 21.5 | (1.3 | ) | 30.7 | (5.5 | ) | ||||||
| Change in foreign currency translation adjustments | 10.0 | (2.3 | ) | 11.5 | (6.0 | ) | ||||||
| Other comprehensive income (loss), net | 31.5 | (3.1 | ) | 43.0 | (40.1 | ) | ||||||
| Comprehensive income (loss) | $ | 102.0 | $ | 31.0 | $ | 177.6 | $ | (6.8 | ) |
See accompanying Notes to Condensed Consolidated Financial Statements
Juniper Networks, Inc.
Condensed Consolidated Balance Sheets
(In millions, except par values)
| December 31,<br><br> <br>2024 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 1,196.7 | $ | 1,224.3 | ||
| Short-term investments | 356.2 | 160.3 | |||
| Accounts receivable, net of allowances | 941.5 | 1,163.3 | |||
| Inventory | 764.8 | 830.1 | |||
| Prepaid expenses and other current assets | 460.1 | 467.6 | |||
| Total current assets | 3,719.3 | 3,845.6 | |||
| Property and equipment, net | 668.6 | 680.2 | |||
| Operating lease assets | 280.5 | 160.2 | |||
| Long-term investments | 445.9 | 385.4 | |||
| Purchased intangible assets, net | 21.7 | 42.6 | |||
| Goodwill | 3,734.4 | 3,734.3 | |||
| Other long-term assets | 1,260.3 | 1,159.7 | |||
| Total assets | 10,130.7 | $ | 10,008.0 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 238.5 | $ | 256.5 | ||
| Accrued compensation | 297.9 | 357.8 | |||
| Deferred revenue | 1,224.7 | 1,228.4 | |||
| Short-term portion of long-term debt | 399.7 | 399.4 | |||
| Other accrued liabilities | 252.0 | 399.9 | |||
| Total current liabilities | 2,412.8 | 2,642.0 | |||
| Long-term debt | 1,237.7 | 1,215.7 | |||
| Long-term deferred revenue | 1,086.0 | 1,013.6 | |||
| Long-term income taxes payable | 88.7 | 83.5 | |||
| Long-term operating lease liabilities | 266.0 | 135.5 | |||
| Other long-term liabilities | 127.7 | 133.5 | |||
| Total liabilities | 5,218.9 | 5,223.8 | |||
| Commitments and contingencies (Note 13) | |||||
| Stockholders' equity: | |||||
| Preferred stock, 0.00001 par value; 10.0 shares authorized; none<br><br> issued and outstanding | — | — | |||
| Common stock, 0.00001 par value; 1,000.0 shares authorized; 334.7<br> shares and 332.6 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | — | — | |||
| Additional paid-in capital | 6,771.7 | 6,810.2 | |||
| Accumulated other comprehensive income | 37.4 | (5.6 | ) | ||
| Accumulated deficit | (1,897.3 | ) | (2,020.4 | ) | |
| Total stockholders' equity | 4,911.8 | 4,784.2 | |||
| Total liabilities and stockholders' equity | 10,130.7 | $ | 10,008.0 |
All values are in US Dollars.
See accompanying Notes to Condensed Consolidated Financial Statements
Juniper Networks, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 134.6 | $ | 33.3 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Share-based compensation expense | 113.8 | 141.2 | ||||
| Depreciation, amortization, and accretion | 72.2 | 82.2 | ||||
| Deferred income taxes | (66.2 | ) | (64.3 | ) | ||
| Provision for inventory excess and obsolescence | 21.2 | 2.5 | ||||
| Operating lease assets expense | 22.4 | 21.6 | ||||
| Loss on privately-held investments, net | 2.8 | 13.6 | ||||
| Loss from equity method investment | — | 4.2 | ||||
| Loss (gain) on publicly-traded investments and others | 10.6 | 0.6 | ||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||
| Accounts receivable, net | 223.0 | 165.2 | ||||
| Inventory | 39.4 | (6.5 | ) | |||
| Prepaid expenses and other assets | (2.3 | ) | 70.7 | |||
| Accounts payable | (21.0 | ) | (22.9 | ) | ||
| Accrued compensation | (64.2 | ) | (24.9 | ) | ||
| Income taxes payable | (130.4 | ) | (104.6 | ) | ||
| Other accrued liabilities | 2.5 | (60.1 | ) | |||
| Deferred revenue | 67.6 | 64.3 | ||||
| Net cash provided by operating activities | 426.0 | 316.1 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (41.0 | ) | (58.2 | ) | ||
| Purchases of available-for-sale debt securities | (469.7 | ) | (391.5 | ) | ||
| Proceeds from sales of available-for-sale debt securities | 40.3 | 22.6 | ||||
| Proceeds from maturities and redemptions of available-for-sale debt securities | 176.3 | 108.9 | ||||
| Purchases of equity securities | (7.6 | ) | (5.8 | ) | ||
| Proceeds from sales of equity securities | 2.7 | 4.5 | ||||
| Net cash used in investing activities | (299.0 | ) | (319.5 | ) | ||
| Cash flows from financing activities: | ||||||
| Shares repurchased and retired for tax withholding on vesting of restricted stock | (17.0 | ) | (14.6 | ) | ||
| Proceeds from issuance of common stock | 0.2 | 32.1 | ||||
| Payment of dividends | (147.0 | ) | (142.9 | ) | ||
| Other | — | 1.4 | ||||
| Net cash used in financing activities | (163.8 | ) | (124.0 | ) | ||
| Effect of foreign currency exchange rates on cash, cash equivalents, and restricted cash | 7.4 | (6.0 | ) | |||
| Net decrease in cash, cash equivalents, and restricted cash | (29.4 | ) | (133.4 | ) | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 1,235.8 | 1,084.3 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 1,206.4 | $ | 950.9 | ||
| Non-cash investing and financing activities: | ||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 142.0 | $ | 58.5 |
See accompanying Notes to Condensed Consolidated Financial Statements
Juniper Networks, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(In millions, except per share amounts)
(Unaudited)
| Common Stock<br><br> <br>and Additional<br><br> <br>Paid-in Capital | Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income | Accumulated<br><br> <br>Deficit | Total<br><br> <br>Stockholders'<br><br> <br>Equity | |||||||||
| Balance at March 31, 2025 | 334.3 | $ | 6,791.0 | $ | 5.9 | $ | (1,967.8 | ) | $ | 4,829.1 | ||
| Net income | — | — | — | 70.5 | 70.5 | |||||||
| Other comprehensive income, net | — | — | 31.5 | — | 31.5 | |||||||
| Issuance of common stock | 0.4 | 0.1 | — | — | 0.1 | |||||||
| Share-based compensation expense | — | 54.2 | — | — | 54.2 | |||||||
| Payments of cash dividends (0.22 per share of common stock) | — | (73.6 | ) | — | — | (73.6 | ) | |||||
| Balance at June 30, 2025 | 334.7 | $ | 6,771.7 | $ | 37.4 | $ | (1,897.3 | ) | $ | 4,911.8 |
All values are in US Dollars.
| Common Stock<br><br> <br>and Additional<br><br> <br>Paid-in Capital | Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income | Accumulated<br><br> <br>Deficit | Total<br><br> <br>Stockholders'<br><br> <br>Equity | ||||||||||
| Balance at March 31, 2024 | 324.9 | $ | 6,776.1 | $ | 12.1 | $ | (2,307.0 | ) | $ | 4,481.2 | |||
| Net income | — | — | — | 34.1 | 34.1 | ||||||||
| Other comprehensive loss, net | — | — | (3.1 | ) | — | (3.1 | ) | ||||||
| Issuance of common stock | 0.4 | — | — | — | — | ||||||||
| Share-based compensation expense | — | 61.3 | — | — | 61.3 | ||||||||
| Payments of cash dividends (0.22 per share of common stock) | — | (71.5 | ) | — | — | (71.5 | ) | ||||||
| Balance at June 30, 2024 | 325.3 | $ | 6,765.9 | $ | 9.0 | $ | (2,272.9 | ) | $ | 4,502.0 |
All values are in US Dollars.
See accompanying Notes to Condensed Consolidated Financial Statements
Juniper Networks, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(In millions, except per share amounts)
(Unaudited)
| Common Stock<br><br> <br>and Additional<br><br> <br>Paid-in Capital | Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income (Loss) | Accumulated<br><br> <br>Deficit | Total<br><br> <br>Stockholders'<br><br> <br>Equity | |||||||||||
| Balance at December 31, 2024 | 332.6 | $ | 6,810.2 | $ | (5.6 | ) | $ | (2,020.4 | ) | $ | 4,784.2 | |||
| Net income | — | — | — | 134.6 | 134.6 | |||||||||
| Other comprehensive income, net | — | — | 43.0 | — | 43.0 | |||||||||
| Issuance of common stock | 2.6 | 0.2 | — | — | 0.2 | |||||||||
| Shares withheld for tax withholding on vesting of restricted stock and other | (0.5 | ) | (5.5 | ) | — | (11.5 | ) | (17.0 | ) | |||||
| Share-based compensation expense | — | 113.8 | — | — | 113.8 | |||||||||
| Payments of cash dividends (0.44 per share of common stock) | — | (147.0 | ) | — | — | (147.0 | ) | |||||||
| Balance at June 30, 2025 | 334.7 | $ | 6,771.7 | $ | 37.4 | $ | (1,897.3 | ) | $ | 4,911.8 |
All values are in US Dollars.
| Common Stock<br><br> <br>and Additional<br><br> <br>Paid-in Capital | Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income | Accumulated<br><br> <br>Deficit | Total<br><br> <br>Stockholders'<br><br> <br>Equity | |||||||||||
| Balance at December 31, 2023 | 320.3 | $ | 6,740.0 | $ | 49.1 | $ | (2,296.4 | ) | $ | 4,492.7 | ||||
| Net income | — | — | — | 33.3 | 33.3 | |||||||||
| Other comprehensive loss, net | — | — | (40.1 | ) | — | (40.1 | ) | |||||||
| Issuance of common stock | 5.4 | 32.1 | — | — | 32.1 | |||||||||
| Shares withheld for tax withholding on vesting of restricted stock and other | (0.4 | ) | (4.8 | ) | — | (9.8 | ) | (14.6 | ) | |||||
| Share-based compensation expense | — | 141.5 | — | — | 141.5 | |||||||||
| Payments of cash dividends (0.44 per share of common stock) | — | (142.9 | ) | — | — | (142.9 | ) | |||||||
| Balance at June 30, 2024 | 325.3 | $ | 6,765.9 | $ | 9.0 | $ | (2,272.9 | ) | $ | 4,502.0 |
All values are in US Dollars.
See accompanying Notes to Condensed Consolidated Financial Statements
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The Condensed Consolidated Financial Statements of Juniper Networks, Inc. (the “Company” or “Juniper”) were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from the audited Consolidated Financial Statements at that date. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any future period.
These Condensed Consolidated Financial Statements and accompanying notes should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K"). The Company has evaluated all subsequent events through the date these condensed consolidated financial statements were issued.
The preparation of the financial statements and related disclosures in accordance with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying notes. Actual results could differ materially from those estimates under different assumptions or conditions.
HPE Merger Agreement
On July 2, 2025, Hewlett Packard Enterprise Company (“HPE”) completed its acquisition of Juniper pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 9, 2024, and Juniper became a wholly owned subsidiary of HPE.
Each issued and outstanding share of the Company's common stock (subject to certain exceptions set forth in the Merger Agreement) was cancelled and converted into the right to receive $40.00 in cash, without interest and subject to applicable withholding taxes.
Summary of Significant Accounting Policies
There have been no significant changes to the Company's significant accounting policies described in Note 1, Description of Business, Basis of Presentation and Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Form 10-K for the fiscal year ended December 31, 2024.
Recent Accounting Standards Not Yet Adopted
Improvements to Income Tax Disclosures: In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures of specific expense categories included within each expense caption presented on the Consolidated Statements of Operations. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the impact of this pronouncement on its financial statement disclosures.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 2. Cash Equivalents and Investments
Investments in Available-for-Sale Debt Securities
The following table summarizes the Company's unrealized gains and losses and fair value of investments designated as available-for-sale debt securities as of June 30, 2025 and December 31, 2024 (in millions):
| As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized<br><br> <br>Cost | Gross<br><br> <br>Unrealized<br><br> <br>Gains | Gross<br><br> <br>Unrealized<br><br> <br>and Credit<br><br> <br>Losses | Estimated<br><br> <br>Fair<br><br> <br>Value | Amortized<br><br> <br>Cost | Gross<br><br> <br>Unrealized<br><br> <br>Gains | Gross<br><br> <br>Unrealized<br><br> <br>and Credit<br><br> <br>Losses | Estimated<br><br> <br>Fair<br><br> <br>Value | |||||||||||
| Fixed income securities: | ||||||||||||||||||
| Asset-backed and mortgage-backed securities | $ | 140.3 | $ | 0.5 | $ | (0.2 | ) | $ | 140.6 | $ | 106.6 | $ | 0.4 | $ | (0.5 | ) | $ | 106.5 |
| Corporate debt securities | 370.9 | 1.3 | (0.1 | ) | 372.1 | 308.8 | 0.9 | (0.3 | ) | 309.4 | ||||||||
| Certificates of deposit | 20.1 | — | — | 20.1 | 6.8 | — | — | 6.8 | ||||||||||
| Commercial paper | 91.6 | — | — | 91.6 | 77.2 | — | — | 77.2 | ||||||||||
| Time deposits | 140.1 | — | — | 140.1 | 202.2 | — | — | 202.2 | ||||||||||
| U.S. government agency securities | 47.1 | — | — | 47.1 | 6.0 | — | — | 6.0 | ||||||||||
| U.S. government securities | 159.5 | 0.3 | — | 159.8 | 99.2 | 0.1 | — | 99.3 | ||||||||||
| Total fixed income securities | 969.6 | 2.1 | (0.3 | ) | 971.4 | 806.8 | 1.4 | (0.8 | ) | 807.4 | ||||||||
| Privately-held debt and redeemable preferred stock securities | 46.9 | — | (15.4 | ) | 31.5 | 45.8 | — | (15.4 | ) | 30.4 | ||||||||
| Total available-for-sale debt securities | $ | 1,016.5 | $ | 2.1 | $ | (15.7 | ) | $ | 1,002.9 | $ | 852.6 | $ | 1.4 | $ | (16.2 | ) | $ | 837.8 |
| Reported as: | ||||||||||||||||||
| Cash equivalents | $ | 178.8 | $ | — | $ | — | $ | 178.8 | $ | 273.9 | $ | — | $ | — | $ | 273.9 | ||
| Short-term investments | 346.5 | 0.3 | — | 346.8 | 147.9 | 0.2 | — | 148.1 | ||||||||||
| Long-term investments | 444.3 | 1.8 | (0.3 | ) | 445.8 | 385.0 | 1.2 | (0.8 | ) | 385.4 | ||||||||
| Other long-term assets | 46.9 | — | (15.4 | ) | 31.5 | 45.8 | — | (15.4 | ) | 30.4 | ||||||||
| Total | $ | 1,016.5 | $ | 2.1 | $ | (15.7 | ) | $ | 1,002.9 | $ | 852.6 | $ | 1.4 | $ | (16.2 | ) | $ | 837.8 |
The following table presents the contractual maturities of the Company's total fixed income securities as of June 30, 2025 (in millions):
| Amortized<br><br> <br>Cost | Estimated Fair<br><br> <br>Value | |||
|---|---|---|---|---|
| Due in less than one year | $ | 525.3 | $ | 525.6 |
| Due between one and five years | 444.3 | 445.8 | ||
| Total | $ | 969.6 | $ | 971.4 |
As of June 30, 2025, the Company had an unrealized loss of $0.3 million from 94 fixed income available-for-sale debt securities, primarily due to changes in market interest rates, of which $0.2 million was from investments in an unrealized loss position for less than 12 months, and $0.1 million was from investments in an unrealized loss position for greater than 12 months. The Company anticipates that it will recover the entire amortized cost basis of such available-for-sale debt securities and has determined that no allowance for credit losses was required to be recognized during the three and six months ended June 30, 2025 and June 30, 2024.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
During the three and six months ended June 30, 2025, the Company did not record any material allowance for credit loss. During the six months ended June 30, 2024, the Company recorded an allowance for credit loss of $7.1 million on privately-held debt and redeemable preferred stock investments. The credit loss represents the difference between the estimated fair value and the cost of the investment related to the credit factors. The determination of fair value was based on quantitative and qualitative analysis including factors such as the near-term prospects of the investee in the market in which it operates and an evaluation of the investee's financial condition in relation to its outstanding obligations. As of June 30, 2025 and December 31, 2024, the Company had an allowance for credit loss of $15.4 million and $15.4 million, respectively, on privately-held debt and redeemable preferred stock investments.
During the three and six months ended June 30, 2025 and June 30, 2024, the Company had no material gross realized gains or losses from available-for-sale debt securities.
Investments in Equity Securities
The following table presents the Company's investments in equity securities as of June 30, 2025 and December 31, 2024 (in millions):
| As of | ||||
|---|---|---|---|---|
| June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||
| Equity investments with readily determinable fair value: | ||||
| Money market funds | $ | 501.9 | $ | 562.6 |
| Mutual funds | 54.4 | 49.1 | ||
| Publicly-traded equity securities | 9.5 | 12.2 | ||
| Equity investments without readily determinable fair value | 53.0 | 53.8 | ||
| Total equity securities | $ | 618.8 | $ | 677.7 |
| Reported as: | ||||
| Cash equivalents | $ | 501.9 | $ | 562.6 |
| Short-term investments | 9.5 | 12.2 | ||
| Prepaid expenses and other current assets | 4.7 | 3.5 | ||
| Other long-term assets | 102.7 | 99.4 | ||
| Total | $ | 618.8 | $ | 677.7 |
For the three and six months ended June 30, 2025 and June 30, 2024, there were no material unrealized gains or losses recognized for equity investments with readily determinable fair value or equity investments without readily determinable fair value.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Restricted Cash and Investments
The Company has restricted cash and investments for: (i) amounts under the Company's non-qualified deferred compensation plan for senior-level employees; (ii) amounts held under the Company's short-term disability plan in California; and (iii) amounts held in escrow accounts, as required in connection with certain acquisitions. Restricted investments consist of equity investments. As of June 30, 2025, the carrying value of restricted cash and investments was $64.2 million, of which $12.1 million was included in prepaid expenses and other current assets, and $52.1 million was included in other long-term assets on the Condensed Consolidated Balance Sheets.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash included in the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (in millions):
| As of | ||||
|---|---|---|---|---|
| June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||
| Cash and cash equivalents | $ | 1,196.6 | $ | 1,224.3 |
| Restricted cash included in Prepaid expenses and other current assets | 7.4 | 9.2 | ||
| Restricted cash included in Other long-term assets | 2.4 | 2.3 | ||
| Total cash, cash equivalents, and restricted cash | $ | 1,206.4 | $ | 1,235.8 |
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 3. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table provides a summary of assets and liabilities measured at fair value on a recurring basis and as reported in the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (in millions):
| Fair Value Measurements at<br><br> <br>June 30, 2025 | Fair Value Measurements at<br><br> <br>December 31, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quoted<br><br> <br>Prices in<br><br> <br>Active<br><br> <br>Markets For<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) | Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 2) | Significant<br><br> <br>Other<br><br> <br>Unobservable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 3) | Total | Quoted<br><br> <br>Prices in<br><br> <br>Active<br><br> <br>Markets For<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) | Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 2) | Significant<br><br> <br>Other<br><br> <br>Unobservable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 3) | Total | |||||||||||||
| Assets: | ||||||||||||||||||||
| Available-for-sale debt securities: | ||||||||||||||||||||
| Asset-backed and mortgage-backed securities | $ | — | $ | 140.6 | $ | — | $ | 140.6 | $ | — | $ | 106.5 | $ | — | $ | 106.5 | ||||
| Certificates of deposit | — | 20.1 | — | 20.1 | — | 6.8 | — | 6.8 | ||||||||||||
| Corporate debt securities | — | 372.1 | — | 372.1 | — | 309.4 | — | 309.4 | ||||||||||||
| Commercial paper | — | 91.6 | — | 91.6 | — | 77.2 | — | 77.2 | ||||||||||||
| Time deposits | — | 140.1 | — | 140.1 | — | 202.2 | — | 202.2 | ||||||||||||
| U.S. government agency securities | — | 47.1 | — | 47.1 | — | 6.0 | — | 6.0 | ||||||||||||
| U.S. government securities | 106.2 | 53.6 | — | 159.8 | 58.4 | 40.9 | — | 99.3 | ||||||||||||
| Privately-held debt and redeemable preferred stock securities | — | — | 31.5 | 31.5 | — | — | 30.4 | 30.4 | ||||||||||||
| Total available-for-sale debt securities | 106.2 | 865.2 | 31.5 | 1,002.9 | 58.4 | 749.0 | 30.4 | 837.8 | ||||||||||||
| Equity securities: | ||||||||||||||||||||
| Money market funds | 501.9 | — | — | 501.9 | 562.6 | — | — | 562.6 | ||||||||||||
| Mutual funds | 54.4 | — | — | 54.4 | 49.1 | — | — | 49.1 | ||||||||||||
| Publicly-traded equity securities | 9.5 | — | — | 9.5 | 12.2 | — | — | 12.2 | ||||||||||||
| Total equity securities | 565.8 | — | — | 565.8 | 623.9 | — | — | 623.9 | ||||||||||||
| Derivative assets: | ||||||||||||||||||||
| Foreign exchange contracts | — | 22.2 | — | 22.2 | — | 1.1 | — | 1.1 | ||||||||||||
| Total derivative assets | — | 22.2 | — | 22.2 | — | 1.1 | — | 1.1 | ||||||||||||
| Total assets measured at fair value on a recurring basis | $ | 672.0 | $ | 887.4 | $ | 31.5 | $ | 1,590.9 | $ | 682.3 | $ | 750.1 | $ | 30.4 | $ | 1,462.8 | ||||
| Liabilities: | ||||||||||||||||||||
| Derivative liabilities: | ||||||||||||||||||||
| Foreign exchange contracts | $ | — | $ | (2.1 | ) | $ | — | $ | (2.1 | ) | $ | — | $ | (12.0 | ) | $ | — | $ | (12.0 | ) |
| Interest rate contracts | — | (55.6 | ) | — | (55.6 | ) | — | (77.0 | ) | — | (77.0 | ) | ||||||||
| Total derivative liabilities | — | (57.7 | ) | — | (57.7 | ) | — | (89.0 | ) | — | (89.0 | ) | ||||||||
| Total liabilities measured at fair value on a recurring basis | $ | — | $ | (57.7 | ) | $ | — | $ | (57.7 | ) | $ | — | $ | (89.0 | ) | $ | — | $ | (89.0 | ) |
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
| Fair Value Measurements at<br><br> <br>June 30, 2025 | Fair Value Measurements at<br><br> <br>December 31, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quoted<br><br> <br>Prices in<br><br> <br>Active<br><br> <br>Markets For<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) | Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 2) | Significant<br><br> <br>Other<br><br> <br>Unobservable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 3) | Total | Quoted<br><br> <br>Prices in<br><br> <br>Active<br><br> <br>Markets For<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) | Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 2) | Significant<br><br> <br>Other<br><br> <br>Unobservable<br><br> <br>Remaining<br><br> <br>Inputs<br><br> <br>(Level 3) | Total | |||||||||||||
| Total assets, reported as: | ||||||||||||||||||||
| Cash equivalents | $ | 501.8 | $ | 178.8 | $ | — | $ | 680.6 | $ | 562.6 | $ | 273.9 | $ | — | $ | 836.5 | ||||
| Short-term investments | 37.9 | 318.3 | — | 356.2 | 21.5 | 138.8 | — | 160.3 | ||||||||||||
| Long-term investments | 77.9 | 368.1 | — | 446.0 | 49.1 | 336.3 | — | 385.4 | ||||||||||||
| Prepaid expenses and other current assets | 4.7 | 15.8 | — | 20.5 | 3.5 | 1.1 | — | 4.6 | ||||||||||||
| Other long-term assets | 49.7 | 6.4 | 31.5 | 87.6 | 45.6 | — | 30.4 | 76.0 | ||||||||||||
| Total assets measured at fair value | $ | 672.0 | $ | 887.4 | $ | 31.5 | $ | 1,590.9 | $ | 682.3 | $ | 750.1 | $ | 30.4 | $ | 1,462.8 | ||||
| Total liabilities, reported as: | ||||||||||||||||||||
| Other accrued liabilities | $ | — | $ | (1.8 | ) | $ | — | $ | (1.8 | ) | $ | — | $ | (12.0 | ) | $ | — | $ | (12.0 | ) |
| Other long-term liabilities | — | (55.9 | ) | — | (55.9 | ) | — | (77.0 | ) | — | (77.0 | ) | ||||||||
| Total liabilities measured at fair value on a recurring basis | $ | — | $ | (57.7 | ) | $ | — | $ | (57.7 | ) | $ | — | $ | (89.0 | ) | $ | — | $ | (89.0 | ) |
The Company's Level 2 available-for-sale debt securities are priced using quoted market prices for similar instruments or non-binding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, or alternative pricing sources with reasonable levels of price transparency, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets. The Company's derivative instruments are classified as Level 2, as they are not actively traded and are valued using pricing models that use observable market inputs. During the three and six months ended June 30, 2025, the Company had no transfers into or out of Level 3 of the fair value hierarchy of its assets or liabilities measured at fair value.
The Company's privately-held debt and redeemable preferred stock securities are classified as Level 3 assets due to the lack of observable inputs to determine fair value. The Company estimates the fair value of its privately-held debt and redeemable preferred stock securities on a recurring basis using an analysis of the financial condition and near-term prospects of the investee, including recent valuations at the time of financing activities and the investee's capital structure. During the three and six months ended June 30, 2025, the Company did not record any material allowance for credit loss. During the six months ended June 30, 2024, the Company recognized a credit loss of $7.1 million on a privately-held debt investment and redeemable preferred stock securities. Refer to Note 2, Cash Equivalents and Investments.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company's investments in equity securities without readily determinable fair value are classified as Level 3 assets due to the lack of observable inputs to determine fair value. The Company estimates the fair value of equity securities without readily determinable fair value on a nonrecurring basis using an analysis of the financial condition and near-term prospects of the investee, including recent financing activities and the investee's capital structure. As of June 30, 2025, cumulative impairments and downward adjustments for equity securities without readily determinable fair value were $92.9 million. There have been no material upward adjustments to the equity securities without readily determinable fair value.
Certain of the Company's assets, including intangible assets, goodwill and property plant and equipment, are measured at fair value on a nonrecurring basis. There were no significant impairment charges recognized during the three and six months ended June 30, 2025.
As of June 30, 2025 and December 31, 2024, the Company had no liabilities required to be measured at fair value on a nonrecurring basis.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Assets and Liabilities Not Measured at Fair Value
The carrying amounts of the Company's accounts receivable, accounts payable, and other accrued liabilities approximate fair value due to their short maturities. As of June 30, 2025 and December 31, 2024, the estimated fair value of the Company's total outstanding debt in the Condensed Consolidated Balance Sheets was $1,627.6 million and $1,591.4 million, respectively, based on observable market inputs (Level 2).
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 4. Derivative Instruments
The Company uses derivative instruments to manage a variety of risks, including risks related to fluctuations in foreign currency exchange rates and interest rates on debt instruments. The Company does not use derivative financial instruments for speculative purposes.
The notional amount of the Company's derivative instruments is summarized as follows (in millions):
| As of | ||||
|---|---|---|---|---|
| June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||
| Designated derivatives: | ||||
| Cash flow hedges: | ||||
| Foreign currency contracts | $ | 756.7 | $ | 402.6 |
| Fair value hedges: | ||||
| Interest rate swap contracts | 600.0 | 600.0 | ||
| Total designated derivatives | 1,356.7 | 1,002.6 | ||
| Non-designated derivatives | 226.4 | 211.2 | ||
| Total | $ | 1,583.1 | $ | 1,213.8 |
The fair value of derivative instruments on the Condensed Consolidated Balance Sheets was as follows:
| As of | |||||
|---|---|---|---|---|---|
| Balance Sheet Classification | June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||
| Derivative assets: | |||||
| Derivatives designated as hedging instruments: | |||||
| Foreign currency contracts as cash flow hedges | Other current assets | $ | 15.7 | $ | 1.0 |
| Foreign currency contracts as cash flow hedges | Other long-term assets | 6.4 | — | ||
| Total derivatives designated as hedging instruments | $ | 22.1 | $ | 1.0 | |
| Derivatives not designated as hedging instruments | Other current assets | 0.1 | 0.1 | ||
| Total derivative assets | $ | 22.2 | $ | 1.1 | |
| Derivative liabilities: | |||||
| Derivatives designated as hedging instruments: | |||||
| Foreign currency contracts | Other accrued liabilities | $ | 1.6 | $ | 11.8 |
| Foreign currency contracts | Other long-term liabilities | 0.3 | — | ||
| Interest rate swap contracts | Other long-term liabilities | 55.6 | 77.0 | ||
| Total derivatives designated as hedging instruments | $ | 57.5 | $ | 88.8 | |
| Derivatives not designated as hedging instruments | Other accrued liabilities | 0.2 | 0.2 | ||
| Total derivative liabilities | $ | 57.7 | $ | 89.0 |
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Offsetting of Derivative Instruments
The Company presents its derivative instruments at gross fair values in the Condensed Consolidated Balance Sheets. As of June 30, 2025 and December 31, 2024, the potential effects of set-off associated with the derivative contracts would be a reduction to both derivative assets and derivative liabilities by $10.2 million and $1.1 million, respectively.
Designated Derivatives
The Company uses foreign currency forward contracts or options contracts to hedge the Company's planned cost of revenues and operating expenses denominated in foreign currencies. These derivatives are designated as cash flow hedges and typically have maturities of twenty-four months or less.
The Company enters into interest rate swap contracts, designated as fair value hedges, to convert the fixed interest rates of certain Senior Notes (“Notes”) to floating interest rates. In April 2021, the Company entered into these contracts for an aggregate notional amount of $300.0 million for its fixed-rate Notes maturing in December 2030 in addition to the contracts entered in 2019 for an aggregate notional amount of $300.0 million for its fixed-rate Notes maturing in March 2041. The interest rate swap contracts will expire within six years.
In 2020, the Company entered into interest rate lock contracts with large financial institutions, which fix the benchmark interest rates of future debt issuances for an aggregate notional amount of $650.0 million. These contracts were designated as cash flow hedges for a forecasted debt issuance, which was expected to occur by the end of 2025. During the year ended December 31, 2023, the Company terminated the interest rate lock contracts, resulting in a deferred gain of $133.9 million recognized in accumulated other comprehensive income, which will be deferred and amortized to interest expense over the term of the anticipated debt unless it becomes probable that the debt will not be issued with the terms anticipated at the hedge's inception. The Company classifies the cash flow in the same section as the underlying item resulting in the proceeds from sale being presented as operating activities.
Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations
For cash flow hedges, the Company recognized an unrealized gain of $21.7 million and $28.1 million in accumulated other comprehensive income for the effective portion of its derivative instruments for the three and six months ended June 30, 2025, respectively. The Company recognized an unrealized loss of $3.4 million and $8.8 million in accumulated other comprehensive income for the effective portion of its derivative instruments for the three and six months ended June 30, 2024, respectively.
For foreign currency contracts, the Company reclassified a gain of $0.2 million and a loss of $2.9 million out of accumulated other comprehensive income to cost of revenues and operating expenses in the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2025, respectively. and a loss of $2.2 million and $3.4 million for the comparable periods ended June 30, 2024, respectively. As of June 30, 2025, an estimated $2.7 million of unrealized net loss within accumulated other comprehensive income is expected to be reclassified into earnings within the next twelve months.
Non-Designated Derivatives
The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the remeasurement of certain monetary assets and liabilities denominated in foreign currencies. These foreign exchange forward contracts typically have maturities of approximately one to four months. The outstanding non-designated derivative instruments are carried at fair value. Changes in the fair value of these derivatives, which were recorded in Other expense, net within the Condensed Consolidated Statements of Operations, were not material during the three and six months ended June 30, 2025 and June 30, 2024.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 5. Other Financial Information
Total Inventory
Total inventory consisted of the following (in millions):
| As of | ||||
|---|---|---|---|---|
| June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||
| Production and service materials | $ | 508.8 | $ | 592.7 |
| Finished goods | 315.3 | 292.7 | ||
| Total inventory | $ | 824.1 | $ | 885.4 |
| Reported as: | ||||
| Inventory | $ | 764.8 | $ | 830.1 |
| Other long-term assets ^(1)^ | 59.3 | 55.3 | ||
| Total inventory | $ | 824.1 | $ | 885.4 |
^(1)^ Long-term inventory balance classified as other long-term assets in the Company's Condensed Consolidated Balance Sheets consists of last time buy component inventory to be consumed beyond the Company's normal operating cycle.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in millions):
| As of | ||||
|---|---|---|---|---|
| June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||
| Contract manufacturer deposits | $ | 120.1 | $ | 127.1 |
| Prepaid expenses | 141.3 | 156.9 | ||
| Other current assets | 198.7 | 183.6 | ||
| Total prepaid expenses and other current assets | $ | 460.1 | $ | 467.6 |
During the three and six months ended June 30, 2025, the Company did not record any material allowance for credit loss. During the six months ended June 30, 2024, the Company recorded an allowance for credit loss of $7.7 million on note receivables due from a privately-held investee. The credit loss represents the difference between the net amount expected to be collected and the amortized cost of the note receivable.
Warranties
Changes during the six months ended June 30, 2025 in the Company’s warranty reserve as reported within other accrued liabilities in the Condensed Consolidated Balance Sheets were as follows (in millions):
| Balance as of December 31, 2024 | $ | 30.8 | |
|---|---|---|---|
| Provisions made during the period | 22.6 | ||
| Actual costs incurred during the period | (16.0 | ) | |
| Balance as of June 30, 2025 | $ | 37.4 |
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Deferred Revenue
Details of the Company's deferred revenue, as reported in the Condensed Consolidated Balance Sheets, were as follows (in millions):
| As of | ||||
|---|---|---|---|---|
| June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||
| Deferred product revenue, net | $ | 52.7 | $ | 72.5 |
| Deferred service revenue, net | 2,258.0 | 2,169.5 | ||
| Total | $ | 2,310.7 | $ | 2,242.0 |
| Reported as: | ||||
| Current | $ | 1,224.7 | $ | 1,228.4 |
| Long-term | 1,086.0 | 1,013.6 | ||
| Total | $ | 2,310.7 | $ | 2,242.0 |
Revenue
See Note 10, Segments, for disaggregated revenue by customer solution, customer vertical, and geographic region.
Product revenue of $10.2 million and $41.8 million included in deferred revenue at January 1, 2025 was recognized during the three and six months ended June 30, 2025, respectively. Service revenue of $312.8 million and $697.2 million included in deferred revenue at January 1, 2025 was recognized during the three and six months ended June 30, 2025, respectively.
Remaining Performance Obligations
Remaining Performance Obligations (“RPO”) are comprised mainly of deferred product and service revenue, and to a lesser extent, unbilled service revenue from non-cancellable contracts for which the Company has not invoiced and has an obligation to perform, and for which revenue has not yet been recognized in the financial statements.
The following table summarizes the breakdown of RPO^(1)^ as of June 30, 2025 and when the Company expects to recognize the amounts as revenue (in millions):
| Revenue Recognition Expected by Period | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total | Less than 1 year | 1-3 years | More than 3 years | |||||
| Product | $ | 54.4 | $ | 40.6 | $ | 11.9 | $ | 1.9 |
| Service | 2,346.2 | 1,268.4 | 824.3 | 253.5 | ||||
| Total | $ | 2,400.6 | $ | 1,309.0 | $ | 836.2 | $ | 255.4 |
^(1)^ The Company's RPO does not include backlog. Backlog consists of purchase orders for product primarily expected to be shipped to the Company's distributors, resellers, or end-customers within the next 90 days. The following amounts are not included in the Company's backlog: (1) deferred revenue, (2) unbilled contract revenue, (3) all service obligations, including software as a service (SaaS), and (4) certain future revenue adjustments for items such as sales return reserves and early payment discounts.
Deferred Contract Cost
The Company capitalizes direct and incremental costs incurred to acquire contracts, primarily sales commissions, for which the associated revenue is expected to be recognized in future periods. The Company incurs these costs in connection with both initial contracts and renewals. These costs are initially deferred, recorded as prepaid expenses and other current assets or other long-term assets, and are amortized over a period of benefit, which is typically over the term of the customer contracts or when product is delivered and revenue recognized. Commission expense is included in sales and marketing expenses in the accompanying Condensed Consolidated Statements of Operations.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Deferred contract cost was $51.8 million as of June 30, 2025. For the three and six months ended June 30, 2025, amortization expense associated with the deferred commissions was $26.2 million and $45.3 million, and there were no impairment charges recognized.
Other Income, Net
Other income, net, consisted of the following (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Interest income | $ | 20.9 | $ | 16.7 | $ | 40.5 | $ | 33.6 | ||||
| Interest expense | (19.0 | ) | (20.5 | ) | (37.9 | ) | (41.0 | ) | ||||
| Gain (loss) on other investments, net ^(1)^ | 3.9 | 4.6 | (0.2 | ) | 8.0 | |||||||
| Other | — | 0.5 | (0.9 | ) | 2.8 | |||||||
| Other income, net | $ | 5.8 | $ | 1.3 | $ | 1.5 | $ | 3.4 |
^^
^(1)^ Other investments represent fixed income securities and equity investments with readily determinable fair value.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 6. Restructuring Charges
During the second quarter of 2025, the Company approved an expansion of the restructuring plan initiated in the first quarter, which resulted in total employee severance charges of $17.0 million. As of June 30, 2025 approved actions under this plan are expected to be substantially completed in the second half of 2025.
The following table presents changes in the restructuring liabilities for the six months ended June 30, 2025 (in millions):
| Employee<br><br> <br>severance | |||
|---|---|---|---|
| Liability as of December 31, 2024 | $ | 3.9 | |
| Charges | 27.7 | ||
| Cash payments | (15.0 | ) | |
| Non-cash items | 0.3 | ||
| Liability as of June 30, 2025 | $ | 16.9 |
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 7. Debt
Debt
The following table summarizes the Company's total debt (in millions, except percentages):
| As of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Maturity Date | Effective Interest<br><br> <br>Rates | June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||||||
| Senior Notes: | ||||||||||
| 1.200% fixed-rate notes | December 2025 | 1.37 | % | $ | 400.0 | $ | 400.0 | |||
| 3.750% fixed-rate notes | August 2029 | 3.86 | % | 500.0 | 500.0 | |||||
| 2.000% fixed-rate notes | December 2030 | 2.12 | % | 400.0 | 400.0 | |||||
| 5.950% fixed-rate notes | March 2041 | 6.03 | % | 400.0 | 400.0 | |||||
| Total Notes | 1,700.0 | 1,700.0 | ||||||||
| Unaccreted discount and debt issuance costs | (7.0 | ) | (7.9 | ) | ||||||
| Hedge accounting fair value adjustments^(*)^ | (55.6 | ) | (77.0 | ) | ||||||
| Total | $ | 1,637.4 | $ | 1,615.1 |
| ^(*)^ | Represents the fair value adjustments for interest rate swap contracts with an aggregate notional amount of $600.0 million. These contracts convert the fixed interest rates of certain Notes to floating<br> interest rates and are designated as fair value hedges. See Note 4, Derivative Instruments, for a discussion of the Company's interest rate swap contracts. |
|---|
The Notes above are the Company’s senior unsecured and unsubordinated obligations, ranking equally in right of payment to all of the Company’s existing and future senior unsecured and unsubordinated indebtedness, and senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the Notes.
The Company may redeem the Notes, either in whole or in part, at any time, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments discounted to the redemption date, plus, in either case, accrued and unpaid interest, if any. Upon both a change-of-control and a rating event, the holders of the Notes may require the Company to repurchase for cash all or part of the Notes at a purchase price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any. The terms of the Merger Agreement restrict the Company from redeeming any indebtedness that has a make whole amount, prepayment penalty, or similar obligation, including the Notes, without HPE’s approval.
Interest on the Notes is payable in cash semiannually. The effective interest rates for the Notes include the interest on the Notes, accretion of the discount, and amortization of issuance costs. The indenture and the supplemental indentures (together, the “indentures”) that govern the Notes also contain various covenants, including limitations on the Company's ability to incur liens or enter into sale-leaseback transactions over certain dollar thresholds.
As of June 30, 2025, the Company was in compliance with all covenants in the indentures governing the Notes.
Revolving Credit Facility
The Company maintains an unsecured revolving credit facility that was entered into in June 2023, with an aggregate lending commitment of $500.0 million and an option to increase the facility by up to an additional $200.0 million for a period of five years with two one-year extension options. As of June 30, 2025, there were no amounts outstanding, and the Company was in compliance with all covenants in the credit agreement.
Under the terms of the Merger Agreement, the Company terminated the Revolving Credit Facility upon the closing of the Merger.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 8. Equity
The following table summarizes dividends paid (in millions, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Dividends: | ||||||||
| Per share | $ | 0.22 | $ | 0.22 | $ | 0.44 | $ | 0.44 |
| Amount | $ | 73.6 | $ | 71.5 | $ | 147.0 | $ | 142.9 |
Cash Dividends on Shares of Common Stock
During the three and six months ended June 30, 2025, the Company declared and paid a quarterly cash dividend of $0.22 per common share, totaling $73.6 million and $147.0 million, respectively, on its outstanding common stock. Any future dividends, and the establishment of record and payment dates, are subject to approval by the Board of Directors of Juniper or an authorized committee thereof.
Stock Repurchase Activities
As of June 30, 2025, there was approximately $0.2 billion of authorized funds remaining under the 2018 Stock Repurchase Program. In connection with its entry into the Merger Agreement, the Company is required to suspend its stock repurchase program and did not repurchase its common stock during the six months ended June 30, 2025 and 2024.
The Company also withholds shares of common stock from certain employees in connection with the vesting of stock awards issued to such employees to satisfy applicable tax withholding requirements. Such withheld shares are treated as common stock repurchases in the Company's financial statements as they reduce the number of shares that would have been issued upon vesting. During the six months ended June 30, 2025 and June 30, 2024, repurchases associated with tax withholdings were $17.0 million and $14.6 million, respectively.
Accumulated Other Comprehensive Income (Loss), Net of Tax
The components of accumulated other comprehensive income (loss), net of related taxes, for the six months ended June 30, 2025 were as follows (in millions):
| Unrealized<br><br> <br>Gains/Losses<br><br> <br>on Available-for-<br><br> <br>Sale Debt<br><br> <br>Securities | Unrealized<br><br> <br>Gains/Losses<br><br> <br>on Cash Flow<br><br> <br>Hedges | Foreign<br><br> <br>Currency<br><br> <br>Translation<br><br> <br>Adjustments | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2024 | $ | 1.1 | $ | 92.5 | $ | (99.2 | ) | $ | (5.6 | ) | |
| Other comprehensive income, net before reclassifications | 1.2 | 27.8 | 11.5 | 40.5 | |||||||
| Amount reclassified from accumulated other comprehensive income | (0.4 | ) | 2.9 | — | 2.5 | ||||||
| Other comprehensive income, net | 0.8 | 30.7 | 11.5 | 43.0 | |||||||
| Balance as of June 30, 2025 | $ | 1.9 | $ | 123.2 | $ | (87.7 | ) | $ | 37.4 |
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 9. Employee Benefit Plans
Equity Incentive Plans
The Company has stock-based compensation plans pursuant to which it has granted stock options, restricted stock units (“RSUs”), and performance share awards (“PSAs”). In May 2025, the Company's stockholders approved an additional 9.0 million shares of common stock for issuance under the Company's 2015 Equity Incentive Plan. As of June 30, 2025, 9.3 million shares were available for future issuance under the Company's 2015 Equity Incentive Plan. In connection with past acquisitions, the Company has also assumed or substituted stock options, RSUs, restricted stock awards (“RSAs”), and PSAs.
RSU, RSA, and PSA Activities
The Company’s RSU, RSA, and PSA activities and related information as of and for the six months ended June 30, 2025 were as follows (in millions, except per share amounts and years):
| Outstanding RSUs, RSAs, and PSAs | |||||||
|---|---|---|---|---|---|---|---|
| Number of Shares | Weighted Average<br><br> <br>Grant Date Fair<br><br> <br>Value per Share | Weighted Average<br><br> <br>Remaining<br><br> <br>Contractual Term<br><br> <br>(In Years) | Aggregate<br><br> <br>Intrinsic<br><br> <br>Value | ||||
| Balance as of December 31, 2024 | 19.0 | $ | 32.53 | ||||
| Granted^(*)^ | 2.1 | 34.17 | |||||
| Vested | (2.5 | ) | 31.97 | ||||
| Cancelled | (1.6 | ) | 34.52 | ||||
| Balance as of June 30, 2025 | 17.0 | $ | 32.62 | 1.0 | $ 678.8 |
| ^(*)^ | Includes 1.0 million service-based and 1.1 million performance-based awards. The number of shares subject to performance-based conditions represents the aggregate maximum number of shares that may be issued<br> pursuant to the award over its full term. The grant date fair value of RSUs and PSAs was reduced by the present value of dividends expected to be paid on the underlying shares of common stock during the requisite and derived service<br> period as these awards are not entitled to receive dividends until vested. |
|---|
Share-Based Compensation Expense
Share-based compensation expense associated with stock options, RSUs, RSAs, PSAs, and ESPP purchase rights was recorded in the following cost and expense categories in the Condensed Consolidated Statements of Operations (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Cost of revenues - Product | $ | 1.4 | $ | 1.4 | $ | 3.2 | $ | 3.2 |
| Cost of revenues - Service | 4.5 | 4.9 | 9.7 | 10.4 | ||||
| Research and development | 21.6 | 26.4 | 48.2 | 64.9 | ||||
| Sales and marketing | 16.2 | 18.7 | 34.9 | 42.8 | ||||
| General and administrative | 7.5 | 9.9 | 17.8 | 19.9 | ||||
| Total | $ | 51.2 | $ | 61.3 | $ | 113.8 | $ | 141.2 |
The following table summarizes share-based compensation expense by award type (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Stock options | $ | — | $ | 0.3 | $ | 0.1 | $ | 0.6 |
| RSUs, RSAs, and PSAs | 51.2 | 56.2 | 113.7 | 129.1 | ||||
| ESPP purchase rights | — | 4.8 | — | 11.5 | ||||
| Total | $ | 51.2 | $ | 61.3 | $ | 113.8 | $ | 141.2 |
As of June 30, 2025, the total unrecognized compensation cost related to unvested share-based awards was $311.3 million to be recognized over a weighted-average period of 1.86 years.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 10. Segments
The Company's chief executive officer, who is the chief operating decision maker ("CODM"), reviews discrete financial information presented on a consolidated basis, to assess performance and allocate resources. There are no segment managers who are held accountable for operations or operating results below the consolidated unit level. Accordingly, the Company operates in one reportable segment.
The CODM uses net income, which is a measure of profit or loss that is also reported on the Consolidated Statement of Operations as consolidated net income, to decide whether to reinvest profits into the business or invest into other parts of the entity. It is further accompanied by disaggregated information about net revenues by customer solution, customer vertical, and geographic region as presented below.
The following table presents net revenues by customer solution (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Customer Solutions: | ||||||||
| Wide Area Networking | $ | 385.7 | $ | 340.8 | $ | 793.6 | $ | 691.2 |
| Data Center | 279.1 | 168.7 | 456.3 | 331.8 | ||||
| Campus and Branch | 357.5 | 279.9 | 651.7 | 520.4 | ||||
| Hardware Maintenance and Professional Services | 411.2 | 400.2 | 812.1 | 795.1 | ||||
| Total | $ | 1,433.5 | $ | 1,189.6 | $ | 2,713.7 | $ | 2,338.5 |
The following table presents net revenues by customer vertical (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Cloud | $ | 471.1 | $ | 267.9 | $ | 793.5 | $ | 517.9 |
| Service Provider | 326.4 | 367.1 | 707.2 | 749.0 | ||||
| Enterprise | 636.0 | 554.6 | 1,213.0 | 1,071.6 | ||||
| Total | $ | 1,433.5 | $ | 1,189.6 | $ | 2,713.7 | $ | 2,338.5 |
The Company attributes revenues to a geographic region based on the customer’s shipping address. The following table presents net revenues by geographic region (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Americas: | ||||||||
| United States | $ | 908.4 | $ | 654.7 | $ | 1,663.5 | $ | 1,264.1 |
| Other | 56.3 | 59.3 | 111.8 | 115.4 | ||||
| Total Americas | 964.7 | 714.0 | 1,775.3 | 1,379.5 | ||||
| Europe, Middle East, and Africa | 297.0 | 296.4 | 586.5 | 607.5 | ||||
| Asia Pacific | 171.8 | 179.2 | 351.9 | 351.5 | ||||
| Total | $ | 1,433.5 | $ | 1,189.6 | $ | 2,713.7 | $ | 2,338.5 |
For the three and six months ended June 30, 2025 and June 30, 2024, no customer accounted for more than 10% of total net revenues.
The CODM reviews consolidated expense information under the categories that are reported on the Consolidated Statement of Operations, for the purpose of allocating resources and evaluating financial performance.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 11. Income Taxes
The following table provides details of income taxes (in millions, except percentages):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Income before income taxes | $ | 84.8 | $ | 47.0 | $ | 166.6 | $ | 20.6 | ||||
| Income tax provision (benefit) | $ | 14.3 | $ | 10.8 | $ | 32.0 | $ | (16.9 | ) | |||
| Effective tax rate | 16.9 | % | 23.0 | % | 19.2 | % | 82.0 | % |
The Company’s effective tax rate differs from the federal statutory rate of 21% primarily due to the tax impact of state taxes, geographic mix of earnings including foreign-derived intangible income deductions and the capitalization of research and development ("R&D") expenditures, R&D and foreign tax credits, tax audit settlements, non-deductible compensation, cost sharing of stock-based compensation, and other transfer pricing adjustments.
The Company's effective tax rate for the six months ended June 30, 2025 includes one-time benefits from restructuring and merger related charges.
The Company’s effective tax rate for the six months ended June 30, 2024 includes $19.0 million of one-time benefits from tax settlements related to the geographic mix of earnings.
As of June 30, 2025, deferred tax assets increased $65.7 million to $928.1 million from $862.4 million at December 31, 2024. Deferred income taxes are classified as other long-term assets in the Company's Condensed Consolidated Balance Sheets.
As of June 30, 2025, the total amount of gross unrecognized tax benefits was $117.4 million.
The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. There is a greater than remote likelihood that the balance of the gross unrecognized tax benefits will decrease by up to $52.5 million within the next 12 months due to the completion of tax review cycles in various tax jurisdictions and lapses of applicable statutes of limitation.
The Company is not currently under examination by the Internal Revenue Service. The Company is under examination by the India tax authorities for the 2012 through 2021 tax years.
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 12. Net Income per Share
The Company computed basic and diluted net income (loss) per share as follows (in millions, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Numerator: | ||||||||
| Net income | $ | 70.5 | $ | 34.1 | $ | 134.6 | $ | 33.3 |
| Denominator: | ||||||||
| Weighted-average shares used to compute basic net income per share | 334.5 | 325.1 | 333.9 | 323.8 | ||||
| Dilutive effect of employee stock awards | 5.8 | 7.6 | 5.8 | 8.3 | ||||
| Weighted-average shares used to compute diluted net income per share | 340.3 | 332.7 | 339.7 | 332.1 | ||||
| Net income per share: | ||||||||
| Basic | $ | 0.21 | $ | 0.10 | $ | 0.40 | $ | 0.10 |
| Diluted | $ | 0.21 | $ | 0.10 | $ | 0.40 | $ | 0.10 |
| Anti-dilutive shares | 0.3 | 0.3 | 0.3 | 0.1 |
Juniper Networks, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 13. Commitments and Contingencies
Commitments
Except for the items below, there have been no material changes to the Company's commitments compared to the commitments described in Note 14, Commitments and Contingencies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Form 10-K.
Purchase Commitments with Contract Manufacturers and Suppliers
In order to reduce manufacturing lead times and in the interest of having access to adequate component supply, the Company enters into agreements with contract manufacturers and certain suppliers to procure inventory based on the Company's requirements. A significant portion of the Company's purchase commitments arising from these agreements consists of firm and non-cancellable commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule, and adjust its requirements based on the Company's business needs prior to firm orders being placed. These purchase commitments totaled $1,046.0 million as of June 30, 2025.
HPE Merger Contingencies
In connection with the pending Merger, the Company expects to incur additional liabilities of approximately $115.0 million that are subject to the consummation of the Merger. These contingent liabilities include financial advisory fees, certain retention bonuses and legal fees, which will become payable upon consummation of the Merger.
Legal Proceedings
In the ordinary course of business, the Company is subject to various pending and potential investigations, disputes, litigation, and legal proceedings. The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both (a) probable and (b) the amount or range of any possible loss is reasonably estimable. The Company intends to aggressively defend itself in any legal matters, and while the outcome of any pending matters is not currently determinable, the Company believes that none of its currently existing claims or proceedings are likely, individually or in the aggregate, to have a material adverse effect on its financial position. Notwithstanding the foregoing, there are many uncertainties associated with any litigation and these matters or any other third-party claims against the Company may cause the Company to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any intellectual property litigation may require the Company to make royalty payments, which could adversely affect gross margins in future periods. If any of these events were to occur, the Company's business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company's estimates, if any, which could result in the need to adjust the liability and record additional expenses.
Tax Liability
As of June 30, 2025, the Company had $82.2 million included in long-term income taxes payable on the Condensed Consolidated Balance Sheets for unrecognized tax positions. At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments related to this amount due to uncertainties in the timing of tax audit outcomes.
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF
HEWLETT PACKARD ENTERPRISE COMPANY AND JUNIPER NETWORKS, INC.
On July 2, 2025, Hewlett Packard Enterprise Company, a Delaware corporation (“HPE” or the “Company”) completed the acquisition of Juniper Networks, Inc., a Delaware corporation (“Juniper”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated January 9, 2024, among the Company, Juniper and Jasmine Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Juniper, with Juniper surviving as a wholly owned subsidiary of the Company (the “Merger”).
| a) | Juniper shareholders received $40.00 per share in cash upon the completion of the transaction, representing cash consideration of approximately $13.4 billion. |
|---|---|
| b) | The consideration for the Merger was funded in part by approximately $10.5 billion in borrowings. This amount consisted of: (i) $6.5 billion aggregate principal amount of senior<br> unsecured notes (the “Senior Notes”); (ii) a $3.0 billion three-year term loan from a consortium of lenders (the “Three-Year Term Loan”); and (iii) a $1.0 billion 364-day term loan from a consortium of lenders (the “364-Day Term Loan”).<br> Collectively, these borrowings are referred to as the “Debt Financing.” The Senior Notes comprise four series, each paying a fixed rate of interest and maturing at various dates ranging from five to thirty years. The interest rates for both<br> the Three-Year Term Loan and the 364-Day Term Loan are indexed to the Secured Overnight Financing Rate (“SOFR”), plus an applicable rate determined by the Company’s credit rating and include an additional 0.10% credit spread adjustment. |
| --- | --- |
| c) | Consideration for the Merger was also funded through HPE’s issuance of Mandatory Convertible Preferred Stock, resulting in aggregate gross proceeds of $1.5 billion, (the “Equity<br> Financing” and, together with Debt Financing, the “Financing Transactions”). Each share has a par value of $0.01 and accrues cumulative dividends at an estimated annual rate of 7.625%, based on a liquidation preference of $50.00 per share.<br> Preferred shareholders generally do not have voting rights, except in the event the Company defaults on its dividend payment obligations. |
| --- | --- |
| d) | HPE also utilized all the pre-tax cash consideration of $2.1 billion ($2.0 billion, net of tax) in gross proceeds generated from the sale of its 30% stake in H3C Technologies Co.,<br> Limited ("H3C") to fund the Merger. The H3C sale was executed, pursuant to an Amended and Restated Put Share Agreement, dated May 24, 2024, among Unisplendour International Technology Limited and certain wholly owned subsidiaries of the<br> Company. The sale of 30% stake in H3C closed on September 4, 2024. |
| --- | --- |
| e) | In connection with the Merger, each of the outstanding and unvested equity awards of Juniper which is comprised of restricted stock units (“RSUs”), performance stock awards<br> (“PSAs”) and stock options (collectively referred to as “Juniper equity awards”) which had been previously issued to its employees, were converted into HPE equity awards (the “new HPE equity awards”), utilizing the Exchange Ratio (as<br> defined below). The terms and conditions of the new HPE equity awards are substantially similar to those of Juniper’s equity awards (other than certain performance vesting conditions), and the remaining weighted-average vesting period of<br> the HPE awards is approximately 1.2 years. |
| --- | --- |
Juniper equity awards previously held by the Chief Executive Officer (“CEO”) and certain other executives were also converted into new HPE equity awards, with 30% of the equity awards of the CEO of Juniper (the “Accelerated CEO Awards”) vesting immediately upon the closing of the Merger. Further, RSUs previously held by the non-employee members of Juniper’s board of directors vested in full and were cancelled and converted prior to the closing of the Merger such that each member received an amount of cash equivalent to the number of outstanding RSU awards held by each member multiplied by the Merger consideration of $40.00 per share. Additionally, as a part of the compensation arrangement post-Merger close, HPE will issue retention, time and performance based RSU awards to the CEO and Executive Vice President (“EVP”) of Juniper. The retention and time-based performance awards are set to vest in three equal annual installments, whereas the performance-based awards will be linked to the operating profit goals for the Networking reportable segment and will cliff-vest after the completion of a three-year performance period.
Juniper also maintained an Employee Stock Purchase Plan (the “ESPP”), which was terminated as part of the Merger immediately after the final purchase was made under the plan on October 31, 2024.
The unaudited pro forma condensed combined statements of operations have been prepared in accordance with Article 11 of Regulation S-X. The Company and Juniper have different fiscal years: the Company’s fiscal year ends on October 31, and Juniper’s fiscal year ends on December 31. In accordance with Rule 11-02 of Regulation S-X, the unaudited pro forma condensed combined financial information utilizes period ends that differ by no more than one fiscal quarter, as permitted by the regulation.
1
The unaudited pro forma condensed combined statement of operations for the year ended October 31, 2024, gives effect to the Merger and the Financing Transactions as if they had occurred on November 1, 2023, and is derived from:
| • | For the Company, the audited consolidated financial statements for the year ended October 31, 2024. |
|---|---|
| • | For Juniper, the audited consolidated financial statements for the year ended December 31, 2024. |
| --- | --- |
The unaudited pro forma condensed combined statement of operations for the nine months ended July 31, 2025, reflects the effects of the Merger and the related Financing Transactions as if they had occurred on November 1, 2023. This statement is derived from the following sources:
| • | For the Company: The unaudited condensed consolidated financial statements for the nine months ended July 31, 2025. |
|---|---|
| • | For Juniper: The unaudited condensed consolidated statement of operations for the six months ended June 30, 2025, combined with the two months ended December 31, 2024. The results<br> for the two months ended December 31, 2024, were calculated by subtracting (i) Juniper’s results for the nine months ended September 30, 2024, and (ii) Juniper’s results for October 2024, from its results for the fiscal year ended December<br> 31, 2024. Juniper’s results for July 2025 are excluded from its standalone presentation to avoid double-counting because they are already included in the Company’s consolidated results for the same period. |
| --- | --- |
A pro forma condensed combined balance sheet as of July 31, 2025 is not presented because the acquisition of Juniper is already reflected in the Company’s historical consolidated balance sheet as of July 31, 2025, included in HPE’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on September 4, 2025.
The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company has been treated as the acquirer in the Merger for accounting purposes. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable as of the date hereof. The unaudited pro forma condensed combined financial information is provided for illustrative and informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Merger been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.
The allocation of the purchase price to the assets acquired and liabilities assumed in connection with the Merger is based upon preliminary information and is subject to change as additional information concerning final asset and liability valuations is obtained. The final purchase price allocation may be materially different from the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase price allocated to goodwill, and other assets and liabilities, which may impact the combined entity’s balance sheet and statement of operations. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined entity’s future results of operations and financial position.
The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies, or revenue enhancements that the combined entity may achieve as a result of the Merger or the costs necessary to achieve any such cost savings, operating synergies, or revenue enhancements.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 2024
(in millions, except per share data)
| HPE<br><br> <br>Historical<br><br> <br>(Fiscal<br><br> <br>Year<br><br> <br>Ended<br><br> <br>October<br><br> <br>31, 2024) | Juniper<br><br> <br>Historical<br><br> <br>(Fiscal<br><br> <br>Year<br><br> <br>Ended<br><br> <br>December<br><br> <br>31, 2024),<br><br> <br>As<br><br> <br>Adjusted<br><br> <br>(Note 2) | Transaction<br><br> <br>Accounting<br><br> <br>Adjustments<br><br> <br>– Merger<br><br> <br>(Note 3) | Notes | Transaction<br><br> <br>Accounting<br><br> <br>Adjustments –<br><br> <br>Debt Financing<br><br> <br>(Note 4) | Notes | Pro Forma<br><br> <br>Combined | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue: | |||||||||||||||||||
| Products | $ | 18,587 | $ | 3,020 | $ | - | - | $ | 21,607 | ||||||||||
| Services | 10,872 | 2,054 | - | 12,926 | |||||||||||||||
| Financing income | 668 | - | - | - | 668 | ||||||||||||||
| Total net revenue | 30,127 | 5,074 | - | - | 35,201 | ||||||||||||||
| Costs and Expenses: | |||||||||||||||||||
| Cost of products | 12,961 | 1,530 | 225 | 4(a)<br><br> <br>4(b)<br><br> <br>4(f) | - | 14,716 | |||||||||||||
| Cost of services | 6,793 | 615 | 9 | 4(b)<br><br> <br>4(f) | - | 7,417 | |||||||||||||
| Financing cost | 495 | - | - | - | 495 | ||||||||||||||
| Research and development | 2,246 | 1,099 | 101 | 4(b)<br><br> <br>4(f) | - | 3,446 | |||||||||||||
| Selling, general and administrative | 4,871 | 1,418 | 108 | 4(b)<br><br> <br>4(f)<br><br> <br>4(g) | - | 6,397 | |||||||||||||
| Amortization of intangible assets | 267 | 49 | 956 | 4(c) | - | 1,272 | |||||||||||||
| Transformation costs | 93 | 10 | - | - | 103 | ||||||||||||||
| Disaster charges | 7 | - | - | - | 7 | ||||||||||||||
| Acquisition, disposition, and other charges | 204 | 62 | - | - | 266 | ||||||||||||||
| Total costs and expenses | 27,937 | 4,783 | 1,399 | - | 34,119 | ||||||||||||||
| Earnings from operations | 2,190 | 291 | (1,399 | ) | - | 1,082 | |||||||||||||
| Interest and other, net | (117 | ) | 7 | (17 | ) | 4(d) | (521 | ) | 5(a | ) | (648 | ) | |||||||
| Gain from sale of equity interests | 733 | - | - | - | 733 | ||||||||||||||
| Earnings (Loss) from equity interests | 147 | (10 | ) | - | - | 137 | |||||||||||||
| Earnings before provision for taxes | 2,953 | 288 | (1,416 | ) | (521 | ) | 1,304 | ||||||||||||
| Provision for taxes | (374 | ) | (1 | ) | 194 | 4(h) | 114 | 4(h | ) | (67 | ) | ||||||||
| Net earnings after taxes | 2,579 | 287 | (1,222 | ) | (407 | ) | 1,237 | ||||||||||||
| Dividends on mandatory convertible preferred Stock | (25 | ) | - | - | (89 | ) | 5(b | ) | (114 | ) | |||||||||
| Net earnings available to common shareholders | $ | 2,554 | $ | 287 | $ | (1,222 | ) | $ | (496 | ) | $ | 1,123 | |||||||
| Net Earnings Per Share: | |||||||||||||||||||
| Basic | $ | 1.95 | $ | 0.86 | |||||||||||||||
| Diluted | $ | 1.93 | $ | 0.82 | |||||||||||||||
| Weighted-average Shares Used to Compute Net Earnings Per Share: | |||||||||||||||||||
| Basic | 1,309 | 1,309 | |||||||||||||||||
| Diluted | 1,337 | 1,373 |
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR NINE MONTHS ENDED JULY 31, 2025
(in millions, except per share data)
| HPE<br><br> <br>Historical (Nine<br><br> <br>Months<br><br> <br>Ended<br><br> <br>July 31,<br><br> <br>2025) | Juniper Historical (Eight<br><br> <br>Months<br><br> <br>Ended<br><br> <br>June 30,<br><br> <br>2025),<br><br> <br>As Adjusted<br><br> <br>(Note 2) | Transaction Accounting Adjustments - Merger<br><br> <br>(Note 3) | Notes | Transaction Accounting Adjustments - Debt Financing<br><br> <br>(Note 4) | Notes | Pro Forma<br><br> <br>Combined | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue: | |||||||||||||||||||
| Products | $ | 15,787 | $ | 2,360 | $ | - | $ | - | $ | 18,147 | |||||||||
| Services | 8,262 | 1,430 | - | - | 9,692 | ||||||||||||||
| Financing income | 568 | - | - | - | 568 | ||||||||||||||
| Total net revenue | 24,617 | 3,790 | - | - | 28,407 | ||||||||||||||
| Costs and Expenses: | |||||||||||||||||||
| Cost of products | 11,903 | 1,228 | (70 | ) | 4(a)<br><br> <br>4(b)<br><br> <br>4(f) | - | 13,061 | ||||||||||||
| Cost of services | 5,201 | 413 | (20 | ) | 4(b)<br><br> <br>4(f) | - | 5,594 | ||||||||||||
| Financing cost | 377 | - | - | - | 377 | ||||||||||||||
| Research and development | 1,637 | 739 | (73 | ) | 4(b)<br><br> <br>4(f) | - | 2,303 | ||||||||||||
| Selling, general and administrative | 4,062 | 953 | (75 | ) | 4(b)<br><br> <br>4(f)<br><br> <br>4(g) | - | 4,940 | ||||||||||||
| Amortization of intangible assets | 201 | 29 | 637 | 4(c) | - | 867 | |||||||||||||
| Impairment of goodwill | 1,361 | - | - | - | 1,361 | ||||||||||||||
| Transformation costs | 2 | 27 | - | - | 29 | ||||||||||||||
| Acquisition, disposition, and other related charges | 302 | 68 | - | - | 370 | ||||||||||||||
| Total costs and expenses | 25,046 | 3,457 | 399 | - | 28,902 | ||||||||||||||
| (Loss) Earnings from operations | (429 | ) | 333 | (399 | ) | - | (495 | ) | |||||||||||
| Interest and other, net | 331 | 8 | (7 | ) | 4(d) | (100 | ) | 5(a | ) | 232 | |||||||||
| Earnings (Loss) from equity interests | 74 | (3 | ) | - | 71 | ||||||||||||||
| Earnings (Loss) before provision for taxes | (24 | ) | 338 | (406 | ) | (100 | ) | (192 | ) | ||||||||||
| Provision for taxes | (94 | ) | (46 | ) | 38 | 4(h) | 23 | 4(h | ) | (79 | ) | ||||||||
| Net earnings (loss) after taxes | (118 | ) | 292 | (368 | ) | (77 | ) | (271 | ) | ||||||||||
| Dividends on mandatory convertible preferred stock | (87 | ) | - | - | - | 5(b | ) | (87 | ) | ||||||||||
| Net (loss) earnings available to common shareholders | $ | (205 | ) | $ | 292 | $ | (368 | ) | $ | (77 | ) | $ | (358 | ) | |||||
| Net Loss Per Share: | |||||||||||||||||||
| Basic | $ | (0.16 | ) | $ | (0.27 | ) | |||||||||||||
| Diluted | $ | (0.16 | ) | $ | (0.27 | ) | |||||||||||||
| Weighted-average Shares Used to Compute Net Loss Per Share: | |||||||||||||||||||
| Basic | 1,321 | 1,321 | |||||||||||||||||
| Diluted | 1,321 | 1,321 |
4
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
- Basis of Pro Forma Presentation
The unaudited pro forma condensed combined statements of operations have been prepared by the Company in connection with its acquisition of Juniper, a company which designs, develops, and sells products and services for high-performance networks, to enable customers to build scalable, reliable, secure, and cost-effective networks for their businesses, while achieving agility and improved operating efficiency through automation.
The Company’s and Juniper’s historical financial statements were prepared in accordance with U.S. GAAP. Management
has included certain reclassification adjustments for consistency in presentation as indicated in the subsequent notes. See Note 2 for further discussion. The Company is currently in the process of evaluating Juniper’s accounting policies. That
evaluation may identify additional differences between the accounting policies of the Company and Juniper. Based on the information currently available, the Company has determined on a preliminary basis that no significant adjustments are necessary
to conform Juniper’s financial statements to the accounting policies used by the Company.
The accompanying unaudited pro forma condensed combined statements of operations and related notes were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”), with HPE considered the accounting acquirer of Juniper. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed, in a business combination be recognized at their fair values as of the acquisition date. The purchase consideration and related adjustments reflected in the unaudited pro forma condensed combined statements of operations are preliminary and subject to adjustment based on a final determination of fair value and tax contingency matters. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition.
The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma condensed combined statements of operations are provided for informational purposes only and do not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Merger been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.
- Juniper Reclassification Adjustments
During the preparation of the unaudited pro forma condensed combined statements of operations, management performed a preliminary analysis of Juniper’s financial information to identify differences in Juniper’s financial statement presentation as compared to the financial statement presentation of the Company. Based on a preliminary analysis performed, certain reclassification adjustments have been made to conform Juniper’s historical financial statement presentation to the Company’s financial statement presentation. The Company is currently performing a full and detailed review of Juniper’s financial statement presentation and accounting policies, which could result in amounts set forth in the Company’s future financial statements being materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
5
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (Continued)
UNAUDITED RECLASSIFIED STATEMENT OF OPERATIONS OF JUNIPER NETWORKS INC.
FOR THE YEAR ENDED DECEMBER 31, 2024
(in millions)
| Juniper<br><br> <br>Historical | Reclassification Adjustments | Notes | Juniper Historical,<br><br> <br>As Adjusted | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue: | ||||||||||
| Products | $ | 3,020 | $ | - | $ | 3,020 | ||||
| Services | 2,054 | - | 2,054 | |||||||
| Total net revenue | 5,074 | - | 5,074 | |||||||
| Costs and Expenses: | ||||||||||
| Cost of products | 1,510 | 20 | 2(c)<br><br> <br>2(h) | 1,530 | ||||||
| Cost of services | 583 | 32 | 2(h) | 615 | ||||||
| Total cost of revenues | 2,093 | 52 | 2,145 | |||||||
| Gross margin | 2,981 | (52 | ) | 2,929 | ||||||
| Operating expenses: | ||||||||||
| Research and development | 1,151 | (52 | ) | 2(h) | 1,099 | |||||
| Selling, general and administrative | - | 1,418 | 2(a)<br><br> <br>2(h) | 1,418 | ||||||
| Sales and marketing | 1,221 | (1,221 | ) | 2(a)<br><br> <br>2(c) | - | |||||
| General and administrative | 246 | (246 | ) | 2(a)<br><br> <br>2(c) | - | |||||
| Restructuring charges | 10 | (10 | ) | 2(b) | - | |||||
| Merger-related charges | 62 | (62 | ) | 2(g) | - | |||||
| Amortization of intangible assets | - | 49 | 2(c) | 49 | ||||||
| Transformation costs | - | 10 | 2(b) | 10 | ||||||
| Acquisition, disposition and other charges | - | 62 | 2(g) | 62 | ||||||
| Total operating expenses | 2,690 | (52 | ) | 2,638 | ||||||
| Operating income | 291 | - | 291 | |||||||
| Gain on privately-held investments, net | 1 | (1 | ) | 2(d) | - | |||||
| Other income, net | 6 | (6 | ) | 2(e) | - | |||||
| Earnings from operations | 298 | (7 | ) | 291 | ||||||
| Interest and other, net | - | 7 | 2(d)<br><br> <br>2(e) | 7 | ||||||
| Loss from equity interests | - | (10 | ) | 2(f) | (10 | ) | ||||
| Earnings before provision for taxes | 298 | (10 | ) | 288 | ||||||
| Provision for taxes | (1 | ) | - | (1 | ) | |||||
| Loss from equity method investment, net of tax | (10 | ) | 10 | 2(f) | - | |||||
| Net earnings | $ | 287 | $ | - | $ | 287 |
6
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (Continued)
UNAUDITED RECLASSIFIED STATEMENT OF OPERATIONS OF JUNIPER NETWORKS INC.
FOR THE EIGHT MONTHS ENDED JUNE 30, 2025
(in millions)
| Juniper<br><br> <br>Historical (Eight<br><br> <br>Months<br><br> <br>Ended June<br><br> <br>30, 2025)^1^ | Reclassification Adjustments | Notes | Juniper<br><br> <br>Historical,<br><br> <br>As<br><br> <br>Adjusted | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue: | ||||||||||
| Products | $ | 2,360 | $ | - | $ | 2,360 | ||||
| Services | 1,430 | - | 1,430 | |||||||
| Total net revenue | 3,790 | - | 3,790 | |||||||
| Costs and Expenses: | ||||||||||
| Cost of products | 1,208 | 20 | 2(c)<br><br> <br>2(h) | 1,228 | ||||||
| Cost of services | 394 | 19 | 2(h) | 413 | ||||||
| Total cost of revenues | 1,602 | 39 | 1,641 | |||||||
| Gross margin | 2,188 | (39 | ) | 2,149 | ||||||
| Operating expenses: | ||||||||||
| Research and development | 776 | (37 | ) | 2(h) | 739 | |||||
| Selling, general and administrative | - | 953 | 2(a)<br><br> <br>2(h) | 953 | ||||||
| Sales and marketing | 820 | (820 | ) | 2(a)<br><br> <br>2(c) | - | |||||
| General and administrative | 164 | (164 | ) | 2(a)<br><br> <br>2(c) | - | |||||
| Restructuring charges | 27 | (27 | ) | 2(b) | - | |||||
| Amortization of intangible assets | - | 29 | 2(c) | 29 | ||||||
| Transformation costs | - | 27 | 2(b) | 27 | ||||||
| Acquisition, disposition, and other charges | - | 68 | 2(g) | 68 | ||||||
| Merger-related charges | 68 | (68 | ) | 2(g) | - | |||||
| Total operating expenses | 1,855 | (39 | ) | 1,816 | ||||||
| Operating income | 333 | - | 333 | |||||||
| Gain on privately-held investments, net | 7 | (7 | ) | 2(d) | - | |||||
| Other income, net | 1 | (1 | ) | 2(e) | - | |||||
| Earnings from operations | 341 | (8 | ) | 333 | ||||||
| Interest and other, net | - | 8 | 2(d)<br><br> <br>2(e) | 8 | ||||||
| Loss from equity interests | - | (3 | ) | 2(f) | (3 | ) | ||||
| Earnings before provision for taxes | 341 | (3 | ) | 338 | ||||||
| Provision for taxes | (46 | ) | - | (46 | ) | |||||
| Loss from equity method investment, net of tax | (3 | ) | 3 | 2(f) | - | |||||
| Net earnings | $ | 292 | $ | - | $ | 292 |
^1^ The eight-month period ended June 30, 2025, is equal to the six months period ended June 30, 2025, plus the three-month period resulting from deducting the results of the nine months period ended September 30, 2024, from the results for the year ended December 31, 2024, minus the results for the activities from October 1^,^2024, to October 31,2024.
7
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Continued)
Adjustments to the Unaudited Reclassified Statements of Operations of Juniper Networks Inc.: -
| 2(a) | Represents the combination and reclassification of Juniper’s “Sales and marketing” and “General and administrative” amounts to “Selling, general and<br> administrative” to conform to HPE’s historical presentation. |
|---|---|
| 2(b) | Represents the reclassification of Juniper’s “Restructuring charges” amounts to “Transformation costs” to conform to HPE’s historical presentation. |
| 2(c) | Represents the reclassification of Juniper's amortization of intangible assets, included within their "Cost of Products", "Sales and marketing" and “General<br> and administrative” to "Amortization of intangible assets" to conform to HPE's historical presentation. |
| 2(d) | Represents the reclassification of Juniper’s “Gain on privately-held investments, net” amounts to “Interest and other, net” to conform to HPE’s historical<br> presentation. |
| 2(e) | Represents the reclassification of Juniper’s “Other income, net” amounts to “Interest and other, net” to conform to HPE’s historical presentation. |
| 2(f) | Represents the reclassification of Juniper’s "Loss from equity method investment, net of tax" amounts to "Earnings (Loss) from equity interests" to conform to<br> HPE's historical presentation. |
| 2(g) | Represents the reclassification of Juniper's "Merger-related charges" amounts to "Acquisition, disposition and other charges" to conform to HPE's historical<br> presentation. |
| 2(h) | Reclassification of Juniper's depreciation expense from within "Research and Development" and "Selling, General and Administrative" to "Cost of Products",<br> "Costs of Services", "Selling, General and Administrative" and "Research and Development" to conform with the HPE's historical presentation. |
- Preliminary Purchase Price Allocation
Estimated Total Aggregate Acquisition Consideration
Pursuant to the Merger Agreement, on the Merger closing date, all of Juniper’s outstanding common shares were converted into the right to receive $40.00 per share. The total aggregate consideration for the Merger is approximately $13.6 billion.
| (a) | The preliminary Merger consideration is calculated as follows: | |
|---|---|---|
| Preliminary Purchase Consideration Paid to Juniper Shareholders<br><br> <br>(in millions except per share amounts) | Amount | |
| --- | --- | --- |
| Common stock outstanding | 335 | |
| Per share cash purchase price | $ | 40 |
| Cash paid to Juniper’s shareholders | 13,386 | |
| Add: Pre-combination portion of replacement awards (refer Note 4(f)) | 239 | |
| Total consideration | $ | 13,625 |
| (b) | Preliminary Purchase Price Allocation (“PPA”) | |
| --- | --- |
The accounting for the Merger, including the preliminary total aggregate consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Juniper, the Company used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The Company has and is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Merger. Actual results may differ materially from the assumptions within this unaudited pro forma condensed combined financial information.
8
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Continued)
The unaudited pro forma adjustments are based upon available information and certain assumptions the Company believes are reasonable under the circumstances.
The following table summarizes the preliminary purchase price allocation as of the date of the Merger:
| Preliminary Purchase Price Allocation<br><br> <br>(in millions) | Estimated Fair Value | |
|---|---|---|
| Assets acquired: | ||
| Cash and cash equivalents | $ | 1,098 |
| Inventory | 1,060 | |
| Other current assets | 1,827 | |
| Goodwill | 7,042 | |
| Intangible assets, net | 6,211 | |
| Long term financing receivables and other assets | 1,786 | |
| Total assets acquired | $ | 19,024 |
| Other accrued liabilities | 2,592 | |
| Long-term debt | 1,232 | |
| Other non-current liabilities | 1,575 | |
| Total liabilities assumed | $ | 5,399 |
| Estimated Purchase consideration | $ | 13,625 |
- Transaction Accounting Adjustments to Unaudited Pro Forma Combined Statements of Operations
| (a) | Reflects the impact on cost of goods sold related to the recognition of the fair value adjustment to acquired inventory, which is expected to be recognized over a holding period of<br> 135 days, as follows: | |||||
|---|---|---|---|---|---|---|
| Inventory Step-up<br><br> <br>(in millions) | For the Nine Months<br><br> <br>Ended July 31, 2025 | For the Year Ended<br><br> <br>October 31, 2024 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Fair value of inventory | $ | - | $ | 1,060 | ||
| Less: Inventories book value | - | (824 | ) | |||
| Less: PPA adjustments reflected in HPE's historical | (52 | ) | - | |||
| Pro forma adjustment | $ | (52 | ) | $ | 236 | |
| (b) | Represents the adjustment to record recognition of new straight-line depreciation expense based on the estimated fair value as of the acquisition date, net of Juniper’s historical<br> depreciation expense and PPA adjustments reflected in HPE’s historical results. The depreciation of property, plant and equipment is based on the estimated remaining useful lives of the assets. | |||||
| --- | --- | |||||
| Depreciation Expense- Property, Plant and<br><br> <br>Equipment<br><br> <br>(in millions) | For the Nine Months<br><br> <br>Ended July 31, 2025 | For the Year Ended<br><br> <br>October 31, 2024 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Pro forma depreciation expense | $ | 60 | $ | 80 | ||
| Less: Juniper depreciation expense, as reported | (82 | ) | (111 | ) | ||
| Less: PPA adjustments reflected in HPE's historical | (1 | ) | - | |||
| Pro forma adjustment | $ | (23 | ) | $ | (31 | ) |
9
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Continued)
The table below represents the adjustment recorded in various statement of operations financial statement line items to conform to HPE’s presentation of depreciation expense:
| Depreciation expense adjustment<br><br> <br>(in millions) | For the Nine Months<br><br> <br>Ended July 31, 2025 | For the Year Ended<br><br> <br>October 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Cost of products | $ | (13 | ) | $ | (17 | ) |
| Cost of services | (6 | ) | (9 | ) | ||
| Research and development | (1 | ) | (1 | ) | ||
| Selling, general and administrative | (3 | ) | (4 | ) | ||
| Pro forma adjustment | $ | (23 | ) | $ | (31 | ) |
| (c) | Represents the adjustment to record recognition of new amortization expense related to identifiable intangible assets based on the estimated fair value, net of Juniper’s historical<br> amortization expense and PPA adjustments reflected in HPE’s historical results. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible assets and the associated estimated useful life and<br> is included under the amortization of intangible assets line item on the pro forma statements of operations. | |||||
| --- | --- | |||||
| Useful Life (in Years) | Fair Value<br><br> <br>(in millions) | |||||
| --- | --- | --- | --- | --- | ||
| Customer contracts, customer lists and distribution agreements | 8 | $ | 3,031 | |||
| Developed and core technology and patents | 5 | 2,915 | ||||
| Trade name and trademarks | 6 | 265 | ||||
| Total intangible assets, net | $ | 6,211 | ||||
| Amortization Expense – Intangible Assets, net<br><br> <br>(in millions) | For the Nine Months<br><br> <br>Ended July 31, 2025 | For the Year Ended<br><br> <br>October 31, 2024 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Total pro forma intangible assets amortization | $ | 754 | $ | 1,005 | ||
| Less: Juniper amortization expense, as reported | (29 | ) | (49 | ) | ||
| Less: PPA adjustments reflected in HPE's historical | (88 | ) | - | |||
| Pro forma adjustment | $ | 637 | $ | 956 | ||
| (d) | Represents the adjustment to record recognition of new debt discount amortization expense related to Juniper’s senior notes based on the estimated fair value, net of Juniper’s<br> historical debt discount amortization expense and PPA adjustments reflected in HPE’s historical results. The Company amortized the difference between the estimated fair value of the senior notes and the ultimate settlement amount using the<br> effective interest method. Amortization expense related to Juniper’s senior notes is included under the interest and other, net line item on the pro forma statements of operations. | |||||
| --- | --- | |||||
| Amortization Expense – Juniper’s Senior Notes<br><br> <br>(in millions) | For the Nine Months<br><br> <br>Ended July 31, 2025 | For the Year Ended<br><br> <br>October 31, 2024 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Total pro forma amortization of discount | $ | 10 | $ | 19 | ||
| Less: Juniper debt discount amortization expense, as reported | (1 | ) | (2 | ) | ||
| Less: PPA adjustments reflected in HPE's historical | (2 | ) | - | |||
| Pro forma adjustment | $ | 7 | $ | 17 | ||
| (e) | Transaction Costs | |||||
| --- | --- | |||||
| 1. | Incurred by HPE: HPE has incurred certain non-recurring transaction costs of $195 million<br> and $128 million, during the nine months ended July 31, 2025, and year ended October 31, 2024, respectively, which have been expensed under acquisition, disposition and other related charges in the historical financial statements.<br> Therefore, no pro forma adjustments were made pertaining to the transaction costs incurred by HPE. | |||||
| --- | --- |
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HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Continued)
| 2. | Incurred by Juniper: Juniper has also incurred certain non-recurring transaction costs of $68 million and $62 million, during the eight months ended June 30, 2025, and year ended<br> December 31, 2024, respectively, which have been expensed and included in the historical financial statements. Therefore, no pro forma adjustments were made pertaining to the transaction costs incurred by Juniper. Further, any transaction<br> costs incurred by Juniper after June 30, 2025 (i.e., after the historical period) will not be included in the pro forma financial statements as adjustments. |
|---|---|
| (f) | Stock Based Compensation and Severance |
| --- | --- |
In connection with the Merger, HPE assumed Juniper equity awards and replaced them with similar awards having the same terms and conditions (other than certain performance vesting conditions that will no longer apply) or issued cash to holders of such awards. Juniper equity awards that were unvested and outstanding prior to the Merger were converted into either restricted stock unit awards or option awards linked to HPE’s shares by applying a contractual award exchange ratio (the “Exchange Ratio”) as defined in the Merger Agreement.
The below table represents the computation of the Exchange Ratio:
| Amount | ||
|---|---|---|
| Purchase consideration per share | $ | 40.00 |
| HPE average stock price (average of 10 days prior to July 2, 2025) | $ | 18.66 |
| Exchange Ratio | 2.14 |
Based on the exchange ratio, HPE has determined the following number of Juniper equity awards were converted into HPE equity awards:
| (in millions) | As of July 2, 2025 | |
|---|---|---|
| RSU and PSUs outstanding | 20.8 | |
| Stock options outstanding | 0.4 | |
| Number of Juniper equity awards | 21.2 | |
| Number of replacement HPE awards issued | 45.5 | |
| Fair value of replacement awards to be allocated between pre- and post-combination periods | $ | 927 |
As noted in the table above, as of July 2, 2025, HPE has replaced approximately 21.2 million Juniper equity awards with approximately 45.5 million HPE equity awards.
The acquisition date fair value of the replacement equity awards has been determined using the Hull-White I Lattice model for options, and for RSUs by adjusting HPE’s Merger date close price for expected dividends as applicable. The fair value of replacement awards of $927 million has been divided among the pre- and post-combination periods by utilizing the respective weighted average years attributable to pre- and post-combination periods.
Additionally, HPE historically recognizes share-based compensation expense net of an estimated forfeiture rate over the requisite service period of the award, based on the fair value at the date of the grant. In contrast, Juniper accounts for forfeitures as they occur. Consequently, in order to determine the pre- and post-combination fair values of the replacement awards, an estimated forfeiture rate of 4% was used, which is in line with HPE’s policy. Because the accelerated awards have vested immediately after the Merger closed, no forfeiture rate was applied to such accelerated awards.
The costs attributable to the pre-combination services of $239 million are included in the Merger consideration. Further, the non-employee awards that were issued and unvested and outstanding were also redeemed with a cash payment of $40.00 per share by Juniper in connection with the Merger. As the settlement towards non-employee awards were already made by Juniper, no adjustments related to non-employee awards have been recorded in the pro forma financial statements.
11
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Continued)
The following table represents the adjustment to reflect the post-combination effect of HPE’s replacement equity awards. The post-combination expenses calculated below reflect:
| a) | About 30% of the CEO’s equity awards were vested immediately on the close of the Merger and the related expense was recognized immediately as compensation cost in the<br> post-combination financial statements. | |||||
|---|---|---|---|---|---|---|
| b) | the additional HPE retention and time-based equity awards being issued to the chief executive officer and EVP of Juniper. The impact of new HPE performance-based awards that are<br> being issued to the chief executive officer and EVP of Juniper is not reflected in the calculation below because the performance conditions are not probable to be met. | |||||
| --- | --- | |||||
| c) | The total post-combination stock-based compensation is $705 million, and the weighted-average remaining vesting period is 1.2 years. | |||||
| --- | --- | |||||
| Stock Based Compensation Expense/ (Income)<br><br> <br>(in millions) | For the Nine<br><br> <br>Months Ended July<br><br> <br>31, 2025 | For the Year<br><br> <br>Ended October 31,<br><br> <br>2024 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Post-combination stock-based compensation expense | $ | 111 | $ | 521 | ||
| Less: Historical compensation expense | (193 | ) | (291 | ) | ||
| Less: PPA adjustments reflected in HPE's historical | (87 | ) | - | |||
| Pro forma adjustment | $ | (169 | ) | $ | 230 |
The below table represents the adjustment recorded in various line items on the pro forma statements of operations to conform to HPE’s presentation of stock-based compensation expense:
| Stock Based Compensation<br><br> <br>(in millions) | For the Nine<br><br> <br>Months Ended July<br><br> <br>31, 2025 | For the Year<br><br> <br>Ended October 31,<br><br> <br>2024 | |||
|---|---|---|---|---|---|
| Cost of products | $ | (5 | ) | 6 | |
| Cost of services | (14 | ) | 18 | ||
| Research and development | (72 | ) | 102 | ||
| Selling, general and administrative | (78 | ) | 104 | ||
| Pro forma adjustment | $ | (169 | ) | 230 |
As a result of the Merger, certain executive officers of Juniper are entitled to receive severance and other separation benefits related to existing employment agreements with double-trigger provisions. The triggers are (i) consummation of the Merger, and (ii) termination of the executive.
| (g) | Represents the adjustment to record the cash retention payments of $6 million and $8 million for the nine months ended July 31, 2025, and for the year ended October 31, 2024,<br> respectively, made to the chief executive officer and EVP of Juniper, as a part of the compensation arrangement post-Merger close. |
|---|---|
| (h) | Income Taxes |
| --- | --- |
The income tax impact of the pro forma adjustments primarily utilizes blended U.S. and Worldwide statutory income tax rates in effect of 13.55 % and 22.9%, 13.15% and 22.30%, respectively, for the nine months ended July 31, 2025, and the fiscal year ended October 31, 2024. The effective tax rate of the Company following the acquisition could be significantly different depending on post-acquisition activities, including cash needs, the geographical mix of income, and changes in tax law. Because the tax rates used for the unaudited condensed combined pro forma statement of operations are estimated, the blended rate will likely vary from the actual effective tax rate in periods subsequent to the completion of the acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.
12
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Continued)
- Acquisition Financing
| (a) | Debt Financing |
|---|
Reflects the impact of the Debt Financing:
| (in millions) | Interest expense | Interest expense | ||
|---|---|---|---|---|
| For the Nine Months Ended July 31, 2025 | For the Year Ended<br><br> <br>October 31, 2024 | |||
| Fixed rate Senior Notes^2^ | $ | - | $ | 291 |
| Variable rate Term Loan | 98 | 216 | ||
| Add/ (Less): Amortization of debt issuance costs | 2 | 14 | ||
| Less: Juniper’s historical revolving credit not assumed^3^ | - | - | ||
| Pro forma adjustment | $ | 100 | $ | 521 |
The interest rates on the variable rate Three-Year Term Loan and 364-Day Term Loan are calculated using the SOFR adjusted for a margin and is initially estimated to be approximately 5.5% and 5.4%, respectively. The interest rate on each series of Senior Notes is a fixed rate, and the weighted average interest rate with respect to the Senior Notes is initially estimated to be approximately 5%.
A sensitivity analysis on interest expense with respect to the variable rate Three-Year Term Loan and 364-Day Term Loan for the nine months ended July 31, 2025, and the year ended October 31, 2024, has been performed to assess the effect of a change of 0.125% of the hypothetical interest rate:
| Sensitivity Analysis<br><br> <br>(in millions) | For the Nine<br><br> <br>Months Ended July<br><br> <br>31, 2025 | For the Year<br><br> <br>Ended October<br><br> <br>31, 2024 | ||
|---|---|---|---|---|
| Increase of 0.125% | $ | 102 | $ | 228 |
| Decrease of 0.125% | $ | 98 | $ | 218 |
A sensitivity analysis on the weighted average interest expense with respect to the Senior Notes for the nine months ended July 31, 2025, and the year ended October 31, 2024, has been performed to assess the effect of a change of 0.125% of the hypothetical weighted average interest rate:
| Sensitivity Analysis<br><br> <br>(in millions) | For the Nine<br><br> <br>Months Ended July<br><br> <br>31, 2025 | For the Year<br><br> <br>Ended October<br><br> <br>31, 2024 | ||
|---|---|---|---|---|
| Increase of 0.125% | $ | - | $ | 300 |
| Decrease of 0.125% | $ | - | $ | 293 |
| (b) | Equity Financing | |||
| --- | --- |
As noted above, on September 13, 2024, the Company issued Mandatorily Convertible Preferred Stock to partially fund the Merger. The adjustment below reflects the 7.625% annual dividend rate on the $50.00 liquidation preference per share of Mandatory Convertible Preferred Stock:
^2^ Since the Senior Notes were issued on September 26, 2024, the historical statements already include the interest expense and debt issuance costs after the issuance date. Therefore, the pro forma adjustment
for Senior Notes have been calculated only through September 26, 2024.
^3^ Pursuant to Juniper’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, Juniper has not drawn any amount of revolving credit loans.
13
HEWLETT PACKARD ENTERPRISE COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Continued)
| (in millions) | For the Nine<br><br> <br>Months Ended July<br><br> <br>31, 2025 | For the Year<br><br> <br>Ended October<br><br> <br>31, 2024 | ||
|---|---|---|---|---|
| Pro forma dividends on mandatory convertible preferred stock^4^ | $ | - | $ | 89 |
- Earnings per share
The pro forma “Net earnings per share: Basic” equals pro forma net earnings attributable to HPE less income allocated to participating securities divided by the weighted-average number of common shares outstanding. The pro forma “Net earnings per share: Diluted” equals pro forma net earnings attributable to HPE divided by the weighted-average number of common shares outstanding, after giving effect to dilutive stock options, preferred stock impacts, and unvested Juniper equity awards. The following table provides a reconciliation of the pro forma “net earnings”, and shares used in calculating pro forma net earnings attributable to HPE per basic common share to those used in calculating pro forma net earnings attributable to HPE per diluted common share:
| In millions, except per share amounts | For the Nine Months Ended July 31, 2025 | For the Year Ended October 31, 2024 | |||
|---|---|---|---|---|---|
| Numerator | |||||
| Pro forma net (loss) earnings used to compute basic net EPS | $ | (358 | ) | $ | 1,123 |
| Dividends on mandatory convertible preferred stock ^(1)^ | - | - | |||
| Pro forma net (loss) earnings used to compute diluted net EPS | $ | (358 | ) | $ | 1,123 |
| Denominator: | |||||
| Weighted-average shares used to compute basic net EPS | 1,321 | 1,309 | |||
| Dilutive effect of employee stock plans ^5^ | - | 64 | |||
| Issuance of mandatory convertible preferred stock^6^ | - | - | |||
| Weighted-average shares used to compute diluted net EPS | 1,321 | 1,373 | |||
| Net (loss) earnings per share | |||||
| Basic | $ | (0.27 | ) | $ | 0.86 |
| Diluted | $ | (0.27 | ) | $ | 0.82 |
^4^ Since the Mandatory Convertible Preferred Stock were issued on September 13, 2024, the historical statements already include the dividends after the issuance date. Therefore, the pro forma adjustment for dividends on Preferred Stock have been calculated only through September 13, 2024.
^5^ The effect of employee stock plans is excluded when calculating diluted net (loss) earnings per share for the nine months ended July 31, 2025, as it would be anti-dilutive.
^6^ The effect of convertible preferred stock is excluded when calculating diluted net (loss) earnings per share as it would be anti-dilutive.
14