What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-08 compared with 2026-01-09 · 132 added, 151 removed, 248 unchanged (53% of the section changed)

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We conduct our operations in facilities that are located worldwide, including but not limited to China, Malaysia, Mexico, and the United States.

We derived a substantial majority, 72.8% of net revenue from our international operations for the three months ended November 30, 2025.

We derived a substantial majority, 72.6% and 72.7% of net revenue from our international operations for the three months and six months ended February 28, 2026.

Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products.

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We monitor the current economic environment and its potential impact on both the customers we serve as well as our end-markets and closely manage our costs and capital resources so that we can respond appropriately as circumstances change.

On February 20, 2026, the U.S.

Supreme Court issued a ruling striking down tariffs imposed under the International Emergency Economic Powers Act, including, among others, tariffs on imports of certain Canadian, Chinese, and Mexican goods, a universal baseline tariff on imports from most countries, and reciprocal tariffs on select countries.

The global tariff landscape continues to shift rapidly, with changes impacting businesses and markets around the world.

We continue to monitor the situation, including any potential refunds of such tariffs, and evaluate the impact on our results of operations.

No potential refunds have been recorded in the Condensed Consolidated Financial Statements as we cannot reasonably estimate the financial impact.

For additional information, refer to Part I, “Item 1A.

Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

Refer to Item 7.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, for further discussion of the items disclosed in Item 2.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” section as of November 30, 2025, contained herein.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” section as of February 28, 2026, contained herein.

Summary of Results

The following table sets forth, for the periods indicated, certain key operating results and other financial information (in millions, except per share data):

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Net revenue $ 8,282 $ 6,728 $ 16,587 $ 13,722

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Net income attributable to Jabil Inc.

$ 223 $ 117 $ 369 $ 217

Earnings per share – basic $ 2.10 $ 1.07 $ 3.46 $ 1.95

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Three months ended

November 30, 2025 August 31, 2025

November 30, 2024

February 28, 2026 November 30, 2025

February 28, 2025

Sales cycle (1)

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(3) Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days.

During the three months ended November 30, 2025, the increase in days in accounts receivable from the prior sequential quarter was primarily driven by timing of payments.

During the three months ended February 28, 2026, the decrease in days in accounts receivable from the three months ended February 28, 2025, was primarily driven by an increase in net revenue and the timing of payments.

(4) Days in inventory is calculated as inventories, net and contract assets divided by cost of revenue multiplied by 90 days.

During the three months ended November 30, 2025, the decrease in days in inventory from the three months ended November 30, 2024, was primarily driven by higher consumption of inventory to support sales during the quarter and improved working capital management.

During the three months ended February 28, 2026, the increase in days in inventory from the prior sequential quarter was primarily to support expected sales levels in the third quarter of fiscal year 2026.

During the three months ended February 28, 2026, the decrease in days in inventory from the three months ended February 28, 2025, was primarily driven by higher consumption of inventory to support sales during the quarter and improved working capital management.

(5) Days in accounts payable is calculated as accounts payable divided by cost of revenue multiplied by 90 days.

During the three months ended November 30, 2025, the increase in days in accounts payable from the prior sequential quarter and the three months ended November 30, 2024, was primarily due to higher purchases of customer-controlled consignment components and the timing of cash payments.

During the three months ended February 28, 2026, the increase in days in accounts payable from the prior sequential quarter, was primarily due to timing of purchases and cash payments during the quarter.

During the three months ended February 28, 2026, the increase in days in accounts payable from the three months ended February 28, 2025, was primarily due to higher purchases of customer-controlled consignment components and timing of cash payments.

Critical Accounting Policies and Estimates

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and any potential termination, or substantial winding down, of significant customer relationships.

Three months ended

(dollars in millions) November 30, 2025 November 30, 2024 Change

Three months ended Six months ended

(dollars in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Net revenue $ 8,282 $ 6,728 23.1 % $ 16,587 $ 13,722 20.9 %

Net revenue increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Net revenue increased during the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Specifically, the Intelligent Infrastructure segment net revenue increased 52% primarily due to:

(i) a 48% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 6% increase in revenues from existing customers within our capital equipment business.

(i) a 42% increase in revenues from existing customers within our cloud and data center infrastructure business, (ii) a 5% increase in revenues from existing customers within our capital equipment business, and (iii) a 5% increase in revenues from existing customers within our networking and communications business.

The Regulated Industries segment net revenue increased 10% primarily due to:

(i) a 3% increase in revenues from existing customers within our renewable energy infrastructure business and (ii) a 1% increase in revenues from existing customers within our automotive and transportation and healthcare and packaging businesses.

(i) a 6% increase in revenues from existing customers within our automotive and transportation business, (ii) a 3% increase in revenues from existing customers within our renewable energy infrastructure business, and (iii) a 1% increase in revenues from existing customers within our healthcare and packaging business.

The Connected Living and Digital Commerce segment net revenue decreased 8% primarily due to a 13% decrease in revenues from existing customers within our connected living business.

The decrease was partially offset by a 5% increase in revenues from existing customers within our digital commerce business.

Net revenue increased during the six months ended February 28, 2026, compared to the six months ended February 28, 2025.

Specifically, the Intelligent Infrastructure segment net revenue increased 53% primarily due to:

(i) a 45% increase in revenues from existing customers within our cloud and data center infrastructure business, (ii) a 6% increase in revenues from existing customers within our capital equipment business, and (iii) a 2% increase in revenues from existing customers within our networking and communications business.

The Regulated Industries segment net revenue increased 7% primarily due to:

(i) a 3% increase in revenues from existing customers within our renewable energy infrastructure, (ii) a 3% increase in revenues from existing customers within our automotive and transportation business, and (iii) a 1% increase in revenues from existing customers within our healthcare and packaging business.

The Connected Living and Digital Commerce segment net revenue decreased 10% primarily due to a 13% decrease in revenues from existing customers within our connected living business.

The decrease was partially offset by a 3% increase in revenues from existing customers within our digital commerce business.

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

Three months ended

November 30, 2025 November 30, 2024

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February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Regulated Industries 36 % 41 % 37 % 42 %

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

Three months ended

November 30, 2025 November 30, 2024

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Foreign source revenue 72.6 % 77.0 % 72.7 % 78.9 %

72.8 % 80.8 %

(1) Decrease from prior periods was primarily driven by domestic revenue growth within our Intelligent Infrastructure segment during the three months ended November 30, 2025.

Three months ended

(dollars in millions) November 30, 2025 November 30, 2024

Three months ended Six months ended

(dollars in millions) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Gross profit $ 746 $ 576 $ 1,488 $ 1,182

Percent of net revenue 9.0 % 8.6 % 9.0 % 8.6 %

Gross profit as a percentage of net revenue increased for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to product mix in our Regulated Industries segment.

Gross profit as a percentage of net revenue increased for the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025, primarily due to product mix.

Selling, General and Administrative

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(in millions) November 30, 2025 November 30, 2024 Change

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(in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Selling, general and administrative $ 329 $ 256 $ 73 $ 673 $ 561 $ 112

Selling, general and administrative expenses increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to an increase in salary and salary related expenses.

Selling, general and administrative expenses increased during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025, primarily due to an increase in salary and salary related expenses, including salary and salary related expenses resulting from the acquisitions of Hanley Energy Group (“Hanley”), Rebound Technologies Group Holdings Limited (“Rebound Technologies”), and Pharmaceutics International, Inc.

Research and Development

Three months ended

(dollars in millions) November 30, 2025 November 30, 2024

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(dollars in millions) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Research and development $ 7 $ 7 $ 14 $ 15

Percent of net revenue 0.1 % 0.1 % 0.1 % 0.1 %

Research and development expenses remained consistent as a percentage of net revenue during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Research and development expenses remained consistent as a percentage of net revenue during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025.

Amortization of Intangibles

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(in millions) November 30, 2025 November 30, 2024 Change

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(in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Amortization of intangibles $ 23 $ 15 $ 8 $ 42 $ 28 $ 14

Amortization of intangibles increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to additional amortization associated with intangible assets related to the acquisitions of Mikros Technologies LLC, Pharmaceutics International, Inc., and Rebound Technologies Group Holdings Limited.

Amortization of intangibles increased during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025, primarily due to additional amortization associated with intangible assets related to the acquisitions of Hanley, Rebound Technologies, and Pii.

The increase is partially offset by a decrease in amortization related to the Green Point trade name, which was fully amortized during the three months ended February 28, 2026.

See Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.

Restructuring, Severance and Related Charges

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(in millions) November 30, 2025 November 30, 2024 Change

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(in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Restructuring, severance and related charges $ 5 $ 45 $ (40) $ 81 $ 128 $ (47)

Restructuring, severance, and related charges decreased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to higher restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months ended November 30, 2024.

The decrease is partially offset by restructuring, severance, and related charges, related to targeted restructuring activities to optimize our cost structure and improve operational efficiencies, during the three months ended November 30, 2025.

Restructuring, severance, and related charges decreased during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025, primarily due to higher restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months and six months ended February 28, 2025.

2025 Restructuring Plan

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See Note 12 – “Restructuring, Severance and Related Charges” to the Condensed Consolidated Financial Statements for further discussion of restructuring, severance and related charges.

Gain from the Divestiture of Businesses

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(in millions) November 30, 2025 November 30, 2024 Change

Gain from the divestiture of businesses $ (2) $ — $ (2)

Gain from the divestiture of businesses remained relatively consistent during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Loss from the Divestiture of Businesses

Three months ended Six months ended

(in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Loss from the divestiture of businesses $ 2 $ — $ 2 $ — $ — $ —

Loss from the divestiture of businesses remained relatively consistent during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025.

Acquisition and Divestiture Related Charges

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(in millions) November 30, 2025 November 30, 2024 Change

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(in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Acquisition and divestiture related charges $ 6 $ 8 $ (2) $ 21 $ 8 $ 13

Acquisition and divestiture related charges recorded during the three months ended November 30, 2025, related primarily to transaction costs incurred in connection with pursuing acquisition opportunities.

Additionally, we recorded $3 million of losses on forward foreign exchange contracts in anticipation of the acquisition of Hanley Energy Group.

Acquisition and divestiture related charges recorded during the three months and six months ended February 28, 2026, related primarily to transaction costs incurred in connection with pursuing acquisition opportunities.

Additionally, we recorded $11 million and $8 million, respectively, of gains on forward foreign exchange contracts in connection with the acquisition of Hanley.

See Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.

Other Expense

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(in millions) November 30, 2025 November 30, 2024 Change

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(in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Other expense $ 31 $ 24 $ 7 $ 60 $ 44 $ 16

Other expense increased during the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to an increase in fees related to higher utilization on our trade accounts receivable sales programs.

Other expense increased during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025, primarily due to an increase in fees related to higher utilization on our trade accounts receivable sales programs.

The increase was partially offset by lower interest rates related to these programs.

Interest Expense, Net

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(in millions) November 30, 2025 November 30, 2024 Change

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(in millions) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Interest expense, net $ 43 $ 37 $ 6 $ 77 $ 75 $ 2

Interest expense, net remained relatively consistent during the three months ended November 30, 2025, compared to the three months ended November 30, 2024.

Interest expense, net remained relatively consistent during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025.

Income Tax Expense

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February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Effective income tax rate 26.2 % 36.2 % (10.0) % 29.3 % 32.7 % (3.4) %

The effective income tax rate differed for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to:

(i) a change in the jurisdictional mix of earnings, driven in part by strengthened performance in tax jurisdictions with existing valuation allowances for the three months ended November 30, 2025 and (ii) an $18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024.

The Organization for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax rate.

Many countries, including countries in which we have tax incentives, have enacted or are in the process of enacting laws based on the OECD’s proposals.

The effective income tax rate differed for the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025, primarily due to:

(i) a change in the jurisdictional mix of earnings, driven in part by strengthened performance in tax jurisdictions with existing valuation allowances for the three and six months ended February 28, 2026 and (ii) an $18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the six months ended February 28, 2025.

The Organization for Economic Co-operation and Development (“OECD”) and participating countries, including countries in which we have tax incentives, continue to implement a 15% global minimum corporate tax framework.

OECD guidance issued January 5, 2026 provides that U.S.

parented multinationals may be exempt from aspects of the global minimum tax;

however, timing and manner of adoption of such guidance may vary by country.

We do not currently expect a material impact to our effective tax rate for the fiscal year ending August 31, 2026.

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The legislation has multiple effective dates, with certain provisions effective in fiscal year 2025 and others implemented through the fiscal year ended August 31, 2027.

The OBBBA did not have a material impact to our consolidated financial statements for the three months ended November 30, 2025;

The OBBBA did not have a material impact to our condensed consolidated financial statements for the three months and six months ended February 28, 2026;

however, we will continue to monitor developments and evaluate any potential future impacts.

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GAAP Financial Results to Non-GAAP Measures

Three months ended

(in millions, except for per share data) November 30, 2025 November 30, 2024

Three months ended Six months ended

(in millions, except for per share data) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Operating income (U.S.

$ 374 $ 245 $ 657 $ 442

Amortization of intangibles 23 15 42 28

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Restructuring, severance and related charges (1)

Net periodic benefit cost — 1

Net periodic benefit (credit) cost (1) — (1) 1

Business interruption and impairment charges, net (2)

Gain from the divestiture of businesses (2) —

Loss from the divestiture of businesses 2 — — —

Acquisition and divestiture related charges (3)

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Net income attributable to Jabil Inc.

$ 223 $ 117 $ 369 $ 217

Adjustments to operating income 62 89 233 239

Net periodic benefit cost — (1)

Net periodic benefit credit (cost) 1 — 1 (1)

Adjustments for taxes 2 9 (6) (12)

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GAAP and Non-GAAP) 106.9 111.1 107.6 112.6

(1) Charges recorded during the three months ended November 30, 2025, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies.

Charges recorded during the three months ended November 30, 2024, primarily related to the 2025 Restructuring Plan.

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

(1) Charges recorded during the three months and six months ended February 28, 2026, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies.

Charges recorded during the three months and six months ended February 28, 2025, primarily related to the 2025 Restructuring Plan.

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

Petersburg, Florida and Asheville and Hendersonville, North Carolina.

Charges are classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

(3) Charges recorded during the three months ended November 30, 2025, include $3 million of losses on forward foreign exchange contracts in anticipation of the acquisition of Hanley Energy Group.

(3) Charges recorded during the three months and six months ended February 28, 2026, include $11 million and $8 million, respectively, of gains on forward foreign exchange contracts in connection with the acquisition of Hanley Energy Group.

Adjusted Free Cash Flow

Three months ended

(in millions) November 30, 2025 November 30, 2024

Six months ended

(in millions) February 28, 2026 February 28, 2025

Net cash provided by operating activities (U.S.

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Acquisitions and Divestitures

Fiscal Year 2026

On January 2, 2026, we completed the acquisition of Hanley Energy Group (“Hanley”) for cash consideration transferred of $751 million, which includes cash acquired of approximately $31 million.

Pursuant to the purchase agreement, we recorded contingent consideration obligations subject to achieving future revenue thresholds.

Hanley is a provider of energy management and critical power solutions serving the data center infrastructure market.

The final purchase price is subject to adjustment based on conditions within the purchase agreement.

We are in the process of determining the fair values of the acquired assets and assumed liabilities.

The initial accounting for the Hanley acquisition is incomplete due to the proximity of the transaction date to the filing of the Quarterly Report on Form 10-Q for the three months ended November 30, 2025.

The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed are anticipated to be completed in the second quarter of fiscal year 2026.

On September 1, 2025, we completed the acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”) for cash consideration transferred of $133 million.

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

The final purchase price is subject to adjustment based on conditions within the purchase agreement.

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

Assets acquired of $177 million, including $43 million in intangible assets and $47 million in goodwill, and liabilities assumed of $44 million were recorded at their estimated fair values as of the acquisition date.

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

The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment.

The majority of the goodwill is currently not expected to be deductible for income tax purposes.

The results of operations were included in the Company’s condensed consolidated financial results beginning on September 1, 2025.

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

Fiscal Year 2025

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

(“Pii”) for cash consideration transferred of $309 million.

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

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

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

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

Assets acquired of $358 million, including $149 million in intangible assets and $142 million in goodwill, and liabilities assumed of $49 million were recorded at their estimated fair values as of the acquisition date.

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

The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Regulated Industries segment.

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

The majority of the goodwill is currently not expected to be deductible for income tax purposes.

The results of operations were included in our condensed consolidated financial results beginning on February 3, 2025.

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

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

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

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

Assets acquired of $63 million, including $40 million in intangible assets and $17 million in goodwill, were recorded at their estimated fair values as of the acquisition date.

The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment.

The majority of the goodwill is currently expected to be deductible for income tax purposes.

The results of operations were included in our condensed consolidated financial results beginning on October 1, 2024.

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

Fiscal Year 2025

On August 1, 2025, through our indirect subsidiary, Jabil Circuit Italia S.r.l.

(“JCI”), we divested our operations in Italy.

As a result of the transaction, we derecognized net assets of approximately $36 million and recorded a pre-tax loss of $97 million during the fiscal year ended August 31, 2025, subject to post-closing adjustments that are still being finalized.

As part of the terms of the agreement, we also paid cash consideration of $63 million to the buyer.

The operating results of this business were immaterial to our consolidated results of operations.

Refer to Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for discussion.

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Cash and Cash Equivalents

As of November 30, 2025, we had approximately $1.6 billion in cash and cash equivalents, of which a significant portion was held by our foreign subsidiaries.

Most of our foreign cash and cash equivalents as of November 30, 2025, could be repatriated to the United States without potential tax expense.

As of February 28, 2026, we had approximately $1.8 billion in cash and cash equivalents, of which a significant portion was held by our foreign subsidiaries.

Most of our foreign cash and cash equivalents as of February 28, 2026, could be repatriated to the United States without potential tax expense.

Notes Payable and Credit Facilities

Following is a summary of principal debt payments and debt issuance for our notes payable and credit facilities:

(in millions) 3.950% Senior Notes 3.600% Senior Notes 3.000% Senior Notes 1.700% Senior Notes 4.250% Senior Notes 5.450% Senior Notes Borrowings under revolving

(in millions) 3.950% Senior Notes 3.600% Senior Notes 3.000% Senior Notes 1.700% Senior Notes (1)

4.250% Senior Notes 5.450% Senior Notes 4.200% Senior Notes (1)

4.750% Senior Notes (1)

Borrowings under revolving

credit facilities (2)

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Other — — — 1 1 1 (3) (5) 4 (1)

Balance as of November 30, 2025 $ 499 $ 498 $ 595 $ 500 $ 498 $ 297 $ — $ 2,887

Maturity Date Jan 12, 2028 Jan 15, 2030 Jan 15, 2031 Apr 15, 2026 May 15, 2027 Feb 1, 2029 Jun 18, 2030

Balance as of February 28, 2026 $ 499 $ 498 $ 595 $ 500 $ 498 $ 298 $ 497 $ 491 $ — $ 3,876

Maturity Date Jan 12, 2028 Jan 15, 2030 Jan 15, 2031 Apr 15, 2026 May 15, 2027 Feb 1, 2029 Feb 1, 2029 Feb 1, 2033 Jun 18, 2030

Original Facility/ Maximum Capacity $500 million

(1) As of November 30, 2025, we had $4.0 billion in available unused borrowing capacity under our revolving credit facilities, of which $3.2 billion was available under the senior unsecured credit agreement dated June 18, 2025 (the “Revolving Credit Facility”).

(1) On January 23, 2026, we issued $500 million aggregate principal amount of 4.200% Senior Notes due 2029 (the “4.200% Senior Notes”) and $500 million aggregate principal amount of 4.750% Senior Notes due 2033 (the “4.750% Senior Notes”) in an underwritten public offering.

We intend to use the net proceeds for general corporate purposes, including the repayment of the $500 million aggregate principal amount of 1.700% Senior Notes due in April 2026.

(2) As of February 28, 2026, we had $4.2 billion in available unused borrowing capacity under our revolving credit facilities, of which $3.2 billion was available under the senior unsecured credit agreement dated June 18, 2025 (the “Revolving Credit Facility”).

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

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A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the notes payable and credit facilities and potentially causing acceleration of amounts due under these notes payable and credit facilities.

As of November 30, 2025, and August 31, 2025, we were in compliance with our debt covenants.

As of February 28, 2026, and August 31, 2025, we were in compliance with our debt covenants.

Refer to Note 6 – “Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements for further details.

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

Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of November 30, 2025.

The global asset-backed securitization program expires in January 2028 and the maximum amount of net cash proceeds available at any one time is $700 million.

The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $386 million and $372 million as of November 30, 2025, and August 31, 2025, respectively.

During the three months ended November 30, 2025, we sold $1.1 billion of trade accounts receivable, and we received cash proceeds of $1.0 billion.

The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $411 million and $372 million as of February 28, 2026, and August 31, 2025, respectively.

During the three months and six months ended February 28, 2026, we sold $1.1 billion and $2.1 billion, respectively, of trade accounts receivable, and we received cash proceeds of $1.1 billion and $2.1 billion, respectively.

The receivables that were sold were removed from the Condensed Consolidated Balance Sheets and the cash received was included as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

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

As of November 30, 2025, and August 31, 2025, we were in compliance with all covenants under our global asset-backed securitization program.

As of February 28, 2026, and August 31, 2025, we were in compliance with all covenants under our global asset-backed securitization program.

Refer to Note 7 – “Asset-Backed Securitization Program” to the Condensed Consolidated Financial Statements for further details on the program.

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

The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $564 million and $927 million as of November 30, 2025, and August 31, 2025, respectively.

During the three months ended November 30, 2025, we sold $3.7 billion of trade accounts receivable under these programs and we received cash proceeds of $3.7 billion.

The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $682 million and $927 million as of February 28, 2026, and August 31, 2025, respectively.

During the three months and six months ended February 28, 2026, we sold $4.8 billion and $8.5 billion, respectively, of trade accounts receivable under these programs and we received cash proceeds of $4.7 billion and $8.5 billion, respectively.

The following table sets forth selected consolidated cash flow information (in millions):

Three months ended

November 30, 2025 November 30, 2024

Six months ended

February 28, 2026 February 28, 2025

Net cash provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Net cash provided by (used in) financing activities

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

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Operating Activities

Net cash provided by operating activities during the three months ended November 30, 2025, was primarily due to an increase in accounts payable, accrued expense and other liabilities and non-cash expenses and net income.

Net cash provided by operating activities was partially offset by an increase in prepaid expenses and other current assets, an increase in accounts receivable, and an increase in contract assets.

Net cash provided by operating activities during the six months ended February 28, 2026, was primarily due to an increase in accounts payable, accrued expense and other liabilities and non-cash expenses and net income.

Net cash provided by operating activities was partially offset by an increase in prepaid expenses and other current assets, an increase in accounts receivable, an increase in inventories, and an increase in contract assets.

The increase in accounts payable, accrued expenses and other liabilities is primarily due to the timing of purchases and cash payments.

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The increase in accounts receivable is primarily driven by the timing of collections.

The increase in contract assets is primarily due to timing of revenue recognition for the over time customers.

The increase in inventories is primarily to support expected sales levels in the third quarter of fiscal year 2026.

The increase in contract assets is primarily timing of revenue recognition for the over time customers.

Investing Activities

Net cash used in investing activities during the three months ended November 30, 2025, consisted primarily of the acquisition of Rebound Technologies and capital expenditures, principally to support ongoing business in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments, partially offset by proceeds and advances from the sale of property, plant and equipment.

Net cash used in investing activities during the six months ended February 28, 2026, consisted primarily of the acquisition of Hanley Energy Group and Rebound Technologies Group Holdings Limited and capital expenditures, principally to support ongoing business in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments, partially offset by proceeds and advances from the sale of property, plant and equipment.

Financing Activities

Net cash used in financing activities during the three months ended November 30, 2025, was primarily due to (i) payments for debt agreements, (ii) the repurchase of our common stock under our share repurchase authorization, (iii) treasury stock minimum tax withholding related to vesting of restricted stock, and (iv) dividend payments.

Net cash used in financing activities was partially offset by borrowings under debt agreements.

Net cash provided by financing activities during the six months ended February 28, 2026, was primarily due to (i) borrowings under debt agreements and (ii) net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan.

Net cash provided by financing activities was partially offset by (i) payments for debt agreements, (ii) the repurchase of our common stock under our share repurchase authorization, (iii) treasury stock minimum tax withholding related to vesting of restricted stock, and (iv) dividend payments.

Capital Expenditures

For Fiscal Year 2026, we anticipate our net capital expenditures to be in the range of 1.5% to 2.0% of net revenue.

For Fiscal Year 2026, we anticipate our net capital expenditures to be approximately 1.0% of net revenue.

As we plan for Fiscal Year 2027, we anticipate our net capital expenditures to be in the range of 1.5% to 2.0% of net revenue.

In general, our capital expenditures support ongoing maintenance in our Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments and investments in capabilities and targeted end markets.

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Q4 FY 2025 $ 1,000 3.0 $ 666 $ 334

(1) As of November 30, 2025, 1.4 million shares had been repurchased for $300 million and $700 million remained available under the 2026 Share Repurchase Program.

As of January 2, 2026, 2.7 million shares had been repurchased for $600 million and $400 million remained available under the 2026 Share Repurchase Program.

(1) As of February 28, 2026, 2.7 million shares had been repurchased for $600 million and $400 million remained available under the 2026 Share Repurchase Program.

As of April 1, 2026, 3.0 million shares had been repurchased for $666 million and $334 million remained available under the 2026 Share Repurchase Program.

Under ASR agreements, we make payments to the participating financial institutions and receive an initial delivery of shares of common stock.

The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of our common stock during the term of the agreements.

At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

At the time the shares are received by the Company, the initial delivery and the final delivery of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):

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Under the ASR agreements, we made payments of $45 million to participating financial institutions and received an initial delivery of shares of common stock.

In December 2025, the ASR transaction was completed and the final receipt of shares were delivered.

In December 2025, the ASR transaction was completed and the final delivery of shares of common stock was received.

(2) In December 2025, we entered into ASR agreements to repurchase $200 million, excluding excise tax, of the Company’s common stock.

Under the ASR agreements, the Company made payments of $200 million to participating financial institutions and received an initial delivery of shares of common stock.

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

In March 2026, the ASR transaction was completed and the final delivery of shares of common stock was received.

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

Three months ended

November 30, 2025 November 30, 2024

Shares Cost Shares Cost

Three months ended Six months ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Shares Cost Shares Cost Shares Cost Shares Cost

Open market share repurchases (1)

0.5 $ 100 0.7 $ 94 1.7 $ 355 2.5 $ 326

(1) As of January 2, 2026, 1.7 million shares had been repurchased for $355 million through open market transactions under the 2026 Share Repurchase Program.

(1) As of April 1, 2026, 2.0 million shares had been repurchased for $421 million through open market transactions under the 2026 Share Repurchase Program.

On December 27, 2024, we issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC to acquire up to 1,158,539 of our ordinary shares of our (“Warrant Shares”) at an initial exercise price of $137.7671 per share.

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The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term.

The following table summarizes the Warrant activity for the three months ended November 30, 2025:

The following table summarizes the Warrant activity for the six months ended February 28, 2026:

Warrant Shares

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Shares vested —

Outstanding as of November 30, 2025

Exercisable as of November 30, 2025

Outstanding as of February 28, 2026

Exercisable as of February 28, 2026

Contractual Obligations

As of the date of this report, other than the new operating and finance leases, (see Note 4 – “Leases” to the Condensed Consolidated Financial Statements), there were no material changes outside the ordinary course of business, since August 31, 2025, to our contractual obligations and commitments and the related cash requirements.

As of the date of this report, other than the borrowings on the 4.200% Senior Notes and 4.750% Senior Notes, (see Note 6 – “Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements) and the new operating and finance leases, (see Note 4 – “Leases” to the Condensed Consolidated Financial Statements), there were no material changes outside the ordinary course of business, since August 31, 2025, to our contractual obligations and commitments and the related cash requirements.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis