What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-06-30 compared with 2026-04-08 · 126 added, 110 removed, 270 unchanged (47% of the section changed)

8 unchanged sentences

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

We derived a substantial majority, 75.8% and 73.8% of net revenue from our international operations for the three months and nine months ended May 31, 2026.

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

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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.

Supreme Court issued a ruling striking down tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), 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.

On April 20, 2026, the U.S.

Customs and Border Protection launched a system to process IEEPA tariff refund claims.

The Company will recognize refunds in the condensed consolidated financial statements as and when the amounts are probable and reasonably estimable.

During the three months ended May 31, 2026, the Company began receiving refunds for IEEPA tariffs previously paid, which did not have a material impact on the Company’s results of operations.

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.

We continue to monitor the situation, including any further refunds, and we do not expect that any further refunds received would have a material impact on the Company’s results of operations.

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

2 unchanged sentences

“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 February 28, 2026, contained herein.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” section as of May 31, 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 Six months ended

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

Three months ended Nine months ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Net revenue $ 8,751 $ 7,828 $ 25,338 $ 21,550

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Three months ended

February 28, 2026 November 30, 2025

February 28, 2025

May 31, 2026 February 28, 2026

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 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.

During the three months ended May 31, 2026, the increase in days in accounts receivable from the prior sequential quarter and the three months ended May 31, 2025, was primarily driven by 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 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.

During the three months ended May 31, 2026, the increase in days in inventory from the prior sequential quarter and the three months ended May 31, 2025, was primarily driven by timing of customer shipments in the Intelligent Infrastructure segment during the quarter.

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

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.

During the three months ended May 31, 2026, the increase in days in accounts payable from the prior sequential quarter and the three months ended May 31, 2025, was primarily due to timing of payments in the Intelligent Infrastructure segment during the quarter.

Critical Accounting Policies and Estimates

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

Three months ended Six months ended

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

Three months ended Nine months ended

(dollars in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Net revenue $ 8,751 $ 7,828 11.8 % $ 25,338 $ 21,550 17.6 %

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

Net revenue increased during the three months ended May 31, 2026, compared to the three months ended May 31, 2025.

Specifically, the Intelligent Infrastructure segment net revenue increased 21% primarily due to:

(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 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.

(i) a 10% increase in revenues from existing customers within our networking and communications business, (ii) a 8% increase in revenues from existing customers within our cloud and data center infrastructure business, and (iii) a 3% increase in revenues from existing customers within our capital equipment business.

The Regulated Industries segment net revenue increased 4% primarily due to a 4% increase in revenues from existing customers within our automotive and transportation business.

The Connected Living and Digital Commerce segment net revenue increased 5% primarily due to a 13% increase in revenues from existing customers within our digital commerce business.

The increase was partially offset by a 8% decrease in revenues from existing customers within our connected living business.

Net revenue increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 2025.

Specifically, the Intelligent Infrastructure segment net revenue increased 41% 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.

(i) a 31% 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 networking and communications business, and (iii) a 5% increase in revenues from existing customers within our capital equipment business.

The Regulated Industries segment net revenue increased 6% 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.

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

The Connected Living and Digital Commerce segment net revenue decreased 5% primarily due to a 11% decrease in revenues from existing customers within our connected living business.

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

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Regulated Industries 36 % 39 % 37 % 41 %

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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 Six months ended

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

Three months ended Nine months ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Foreign source revenue 75.8 % 72.5 % 73.8 % 76.6 %

Three months ended Six months ended

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

Three months ended Nine months ended

(dollars in millions) May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Gross profit $ 828 $ 681 $ 2,316 $ 1,863

Percent of net revenue 9.5 % 8.7 % 9.1 % 8.6 %

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.

Gross profit as a percentage of net revenue increased for the three months and nine months ended May 31, 2026, compared to the three months and nine months ended May 31, 2025, primarily due to product mix in our Intelligent Infrastructure segment.

Selling, General and Administrative

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

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(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Selling, general and administrative $ 340 $ 274 $ 66 $ 1,013 $ 835 $ 178

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.

Selling, general and administrative expenses increased during the three months ended May 31, 2026, compared to the three months ended May 31, 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”) and Rebound Technologies Group Holdings Limited (“Rebound Technologies”).

Selling, general and administrative expenses increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 2025, primarily due to an increase in salary and salary related expenses, including salary and salary related expenses resulting from the acquisitions of Hanley, Rebound Technologies and Pharmaceutics International, Inc (“Pii”).

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

Research and Development

Three months ended Six months ended

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

Three months ended Nine months ended

(dollars in millions) May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Research and development $ 9 $ 7 $ 23 $ 22

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 and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025.

Research and development expenses remained consistent as a percentage of net revenue during the three months and nine months ended May 31, 2026, compared to the three months and nine months ended May 31, 2025.

Amortization of Intangibles

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

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(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Amortization of intangibles $ 23 $ 17 $ 6 $ 65 $ 45 $ 20

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.

Amortization of intangibles increased during the three months ended May 31, 2026, compared to the three months ended May 31, 2025, primarily due to additional amortization associated with intangible assets related to the acquisitions of Hanley and Rebound Technologies.

The increase is partially offset by a decrease in amortization related to the Green Point trade name, which was fully amortized during the second quarter of fiscal year 2026.

Amortization of intangibles increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 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 second quarter of fiscal year 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) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

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(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Restructuring, severance and related charges $ 7 $ 16 $ (9) $ 88 $ 144 $ (56)

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.

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 and six months ended February 28, 2026.

Restructuring, severance, and related charges decreased during the three months and nine months ended May 31, 2026, compared to the three months and nine months ended May 31, 2025, primarily due to higher restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months and nine months ended May 31, 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.

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.

Loss (Gain) from the Divestiture of Businesses

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(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Loss (gain) from the divestiture of businesses $ 1 $ (45) $ 46 $ 1 $ (45) $ 46

Gain recorded during the three months and nine months ended May 31, 2025, related primarily to post-closing adjustments associated with the divestiture of the Mobility Business during fiscal year 2024.

Acquisition and Divestiture Related Charges

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

Three months ended Nine months ended

(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Acquisition and divestiture related charges $ 3 $ 9 $ (6) $ 24 $ 17 $ 7

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.

Acquisition and divestiture related charges decreased during the three months ended May 31, 2026, compared to the three months ended May 31, 2025, primarily due to higher transaction costs incurred in connection with pursuing acquisition opportunities during the three months ended May 31, 2025.

Acquisition and divestiture related charges increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 2025, primarily due to higher transaction costs incurred in connection with pursuing acquisition opportunities during the nine months ended May 31, 2026.

The increase is partially offset by $8 million of gains on forward foreign exchange contracts in connection with the acquisition of Hanley during the nine months ended May 31, 2026.

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

Loss on Securities

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(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Loss on securities $ — $ 46 $ (46) $ — $ 46 $ (46)

Loss on securities during the three months and nine months ended May 31, 2025, related to an impairment of an investment in Preferred Stock.

Other Expense

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

Three months ended Nine months ended

(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Other expense $ 28 $ 30 $ (2) $ 88 $ 74 $ 14

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.

Other expense remained relatively consistent during the three months ended May 31, 2026, compared to the three months ended May 31, 2025.

Other expense increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 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) February 28, 2026 February 28, 2025 Change February 28, 2026 February 28, 2025 Change

Three months ended Nine months ended

(in millions) May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Interest expense, net $ 51 $ 37 $ 14 $ 128 $ 112 $ 16

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.

Interest expense, net increased during the three months and nine months ended May 31, 2026, compared to the three months and nine months ended May 31, 2025, primarily due to higher interest rates on fixed interest rate debt obligations, attributable to the issuance of 4.200% Senior Notes and 4.750% Senior Notes during fiscal year 2026.

Income Tax Expense

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

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May 31, 2026 May 31, 2025 Change May 31, 2026 May 31, 2025 Change

Effective income tax rate 24.7 % 23.7 % 1.0 % 27.4 % 28.5 % (1.1) %

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 effective income tax rate differed for the three months and nine months ended May 31, 2026, compared to the three months and nine months ended May 31, 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 nine months ended May 31, 2026, (ii) an $18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the nine months ended May 31, 2025, and (iii) the post-closing gain adjustments from the divestiture of the Mobility Business recorded during the three months ended May 31, 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.

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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 condensed consolidated financial statements for the three months and six months ended February 28, 2026;

The OBBBA did not have a material impact to our condensed consolidated financial statements for the three months and nine months ended May 31, 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 Six months ended

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

Three months ended Nine months ended

(in millions, except for per share data) May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Operating income (U.S.

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Business interruption and impairment charges, net (2)

Loss from the divestiture of businesses 2 — — —

Loss (gain) from the divestiture of businesses (3)

1 (45) 1 (45)

Acquisition and divestiture related charges (4)

4 unchanged sentences

Adjustments to operating income 59 17 292 256

Loss on securities (5)

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

7 unchanged sentences

GAAP and Non-GAAP) 106.5 109.3 107.2 111.5

(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.

(1) Charges recorded during the three months and nine months ended May 31, 2026, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies.

Charges recorded during the three months and nine months ended May 31, 2025, primarily related to the 2025 Restructuring Plan.

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

(3) Gain recorded during the three months and nine months ended May 31, 2025, related primarily to post-closing adjustments associated with the divestiture of the Mobility Business during fiscal year 2024.

(4) Charges recorded during the nine months ended May 31, 2026, include $8 million of gains on forward foreign exchange contracts in connection with the acquisition of Hanley Energy Group.

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

Adjusted Free Cash Flow

Six months ended

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

Nine months ended

(in millions) May 31, 2026 May 31, 2025

Net cash provided by operating activities (U.S.

$ 1,269 $ 1,052

Acquisition of property, plant and equipment (“PP&E”) (382) (299)

4 unchanged sentences

Liquidity and Capital Resources

We believe that our level of liquidity sources, which includes cash on hand, available borrowings under our revolving credit facilities or future facilities and commercial paper program, additional proceeds available under our global asset-backed securitization program and under our uncommitted trade accounts receivable sale programs, cash flows provided by operating activities and access to the capital markets, will be adequate to fund our capital expenditures, the payment of any declared quarterly dividends, any share repurchases under the approved programs, any potential acquisitions, our working capital requirements and our contractual obligations for the next 12 months and beyond.

We believe that our level of liquidity sources, which includes cash on hand, available borrowings under our revolving credit facilities or future facilities, receivables financing facility and commercial paper program, additional proceeds available under our global asset-backed securitization program and under our uncommitted trade accounts receivable sale programs, cash flows provided by operating activities and access to the capital markets, will be adequate to fund our capital expenditures, the payment of any declared quarterly dividends, any share repurchases under the approved programs, any potential acquisitions, our working capital requirements and our contractual obligations for the next 12 months and beyond.

We continue to assess our capital structure and evaluate the merits of redeploying available cash.

Cash and Cash Equivalents

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.

As of May 31, 2026, we had approximately $1.4 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 May 31, 2026, could be repatriated to the United States without potential tax expense.

Notes Payable and Credit Facilities

4 unchanged sentences

Borrowings under revolving

credit facilities (2)

credit facilities and other (2)

Total notes payable

4 unchanged sentences

Other — — — 1 2 1 (3) (4) 3 —

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

Balance as of May 31, 2026 $ 499 $ 498 $ 595 $ — $ 499 $ 298 $ 497 $ 492 $ — $ 3,378

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

1 unchanged sentence

(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”).

We used 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 May 31, 2026, we had $4.4 billion in available unused borrowing capacity under our revolving credit facilities and receivables financing facility, 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.

We have a borrowing capacity of up to $3.2 billion under our commercial paper program.

Commercial paper borrowings with an original maturity of 90 days or less are recorded net within the Condensed Consolidated Statements of Cash Flows, and have been excluded from the table above.

Under the receivables financing facility, we receive cash advances from an unaffiliated financial institution in exchange for rights to designated pools of trade accounts receivable.

Borrowings under commercial paper and the receivables financing facility with an original maturity of 90 days or less are recorded net within the Condensed Consolidated Statements of Cash Flows, and have been excluded from the table above.

We have a shelf registration statement with the SEC registering the potential sale of an indeterminate amount of debt and equity securities in the future to augment our liquidity and capital resources.

1 unchanged sentence

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

As of May 31, 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 February 28, 2026.

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 $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 outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $298 million and $372 million as of May 31, 2026, and August 31, 2025, respectively.

During the three months and nine months ended May 31, 2026, we sold $1.1 billion and $3.2 billion, respectively, of trade accounts receivable, and we received cash proceeds of $1.1 billion and $3.2 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 February 28, 2026, and August 31, 2025, we were in compliance with all covenants under our global asset-backed securitization program.

As of May 31, 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 $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 outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $421 million and $927 million as of May 31, 2026, and August 31, 2025, respectively.

During the three months and nine months ended May 31, 2026, we sold $4.2 billion and $12.7 billion, respectively, of trade accounts receivable under these programs and we received cash proceeds of $4.2 billion and $12.7 billion, respectively.

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

Six months ended

February 28, 2026 February 28, 2025

Nine months ended

May 31, 2026 May 31, 2025

Net cash provided by operating activities

$ 1,269 $ 1,052

Net cash used in investing activities

Net cash provided by (used in) financing activities

(1,146) (578)

Net cash used in financing activities

(701) (1,165)

Effect of exchange rate changes on cash and cash equivalents 5 13

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Operating Activities

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 during the nine months ended May 31, 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.

The increase in prepaid expenses and other current assets is primarily driven by the timing of purchases of customer-controlled consignment components and the timing of payments.

The increase in prepaid expenses and other current assets is primarily driven by the timing of shipments of customer-controlled consignment components in the Intelligent Infrastructure segment.

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

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.

The increase in inventories is primarily driven by the timing of customer shipments in the Intelligent Infrastructure segment.

The increase in contract assets is primarily due to the timing of invoicing to customers in the Intelligent Infrastructure segment.

Investing Activities

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.

Net cash used in investing activities during the nine months ended May 31, 2026, consisted primarily of the acquisition of Hanley and 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.

Financing Activities

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.

Net cash used in financing activities during the nine months ended May 31, 2026, 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 (i) borrowings under debt agreements and (ii) net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan.

Capital Expenditures

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

For Fiscal Year 2026, we anticipate our net capital expenditures to be in the range of 1.0% to 1.5% 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.

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Q4 FY 2025 $ 1,000 3.7 $ 891 $ 109

(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.

(1) As of May 31, 2026, 3.7 million shares had been repurchased for $891 million and $109 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.

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

Three months ended Six months ended

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

Three months ended Nine months ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Shares Cost Shares Cost Shares Cost Shares Cost

Open market share repurchases 0.9 $ 291 0.2 $ 30 2.6 $ 646 2.7 $ 356

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

(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 six months ended February 28, 2026:

The following table summarizes the Warrant activity for the nine months ended May 31, 2026:

Warrant Shares

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Shares vested —

Outstanding as of February 28, 2026

Exercisable as of February 28, 2026

Outstanding as of May 31, 2026

Exercisable as of May 31, 2026

Contractual Obligations

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis