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JABIL INC

For the period ended May 31, 2025. Filed Jun 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2025 · Filed Jun 30, 2025

JBL$239.09+1.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-02-28; filed 2025-04-08.

0001628280-25-017004

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-05-31; filed 2025-06-30.

0001628280-25-033410

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 140 previous paragraphs and 149 current paragraphs.

103 unchanged; 34 reworded; 11 added; 1 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 26 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Beginning in February 2025, the U.S. implemented tariffs on a variety of countries and commodities, including, among others, tariffs on aluminum and steel derivative products, imports of certain Canadian and Mexican goods, imports of Chinese goods, universal tariffs on imports from most countries, and reciprocal tariffs on select countries. In response, certain countries have imposed, or are considering, retaliatory tariffs on U.S. exports. The global tariff landscape continues to shift rapidly, with changes impacting businesses and markets around the world. While these increased tariffs have and may continue to impact end customer demand, we expect that we will recover the tariff costs by passing them on to our customers. If we are unable to fully pass on these costs, our operating results and cash flows could be adversely impacted. 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, 2024.

Current report

Selling, general and administrative expenses increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to an increase in stock-based compensation expense primarily driven by the reversal of stock-based compensation expense associated with forfeitures of time-based, performance-based and market-based restricted stock awards during the three months ended May 31, 2024. The increase is partially offset by a decrease in business interruption and impairment charges, net and a decrease in salary and salary related expenses during the three months ended May 31, 2025.

Current report

Acquisition and divestiture related charges increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to transaction costs incurred in connection with pursuing acquisition opportunities.

Current report

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

Current report

Other expense increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to (i) an increase in fees primarily due to higher utilization of our trade accounts receivable sales programs and global asset-backed securitization program and (ii) lower net periodic benefit costs.

Current report

Other expense increased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily related to lower net periodic benefit costs.

Current report

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

Current report

On June 2, 2025, we signed a binding share purchase agreement related to the anticipated acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”). Rebound Technologies is a global supply chain service provider headquartered in the United Kingdom offering end-to-end solutions including global sourcing, data driven analytics, proactive shortage management and obsolescence strategies. Completion of this transaction is subject to regulatory clearance and customary closing conditions.

Current report

(2)On June 18, 2025, we entered into a senior unsecured credit agreement (the “Agreement”). The Agreement provides for a five-year revolving credit facility in the initial amount of $3.2 billion (the “Revolving Credit Facility”), which may, subject to the lender’s discretion, potentially be increased by up to an aggregate amount of $1.0 billion. The Revolving Credit Facility expires on June 18, 2030, subject to unlimited successive one-year extension options (subject to the lenders’ discretion), provided that the tenor of the Revolving Credit Facility shall at no time exceed five years. Interest and fees on advances under the Revolving Credit Facility are based on our non-credit enhanced long-term senior unsecured debt rating as determined by S&P Global Ratings, Moody’s Ratings and Fitch Ratings. In connection with our entry into the Agreement, we terminated the Existing Credit Facility.

Current report

Interest is charged at a rate equal to either 0.00% to 0.45% above the base rate or 0.90% to 1.45% above the benchmark rate, as applicable, based on our credit ratings. The base rate represents the greatest of: (i) Citibank, N.A.’s prime rate, (ii) 0.50% above the federal funds rate, and (iii) 1.0% above one-month Term SOFR, but not less than zero. The benchmark rate represents Term SOFR, EURIBOR, TIBOR or Daily Simple SOFR, as applicable, for the applicable interest period, but not less than zero. Fees include a facility fee based on the revolving credit commitments of the lenders and a letter of credit fee based on the amount of outstanding letters of credit.
Removed paragraphs (1)

Previous report

(1)Decrease from the prior period is primarily driven by the divestiture of the Mobility Business during the three months ended February 29, 2024.
Reworded paragraphs (34)

Previous wording

We conduct our operations in facilities that are located worldwide, including but not limited to, China, Mexico, Singapore, Malaysia, and the United States. We derived a substantial majority, 77.0% and 78.9% of net revenue, from our international operations for the three months and six months ended February 28, 2025, respectively. Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products. Our global presence is key to assessing and executing on our business opportunities.

Current wording

We conduct our operations in facilities that are located worldwide, including but not limited to, China, Mexico, Singapore, Malaysia, and the United States. We derived a substantial majority, 72.5% and 76.6% of net revenue, from our international operations for the three months and nine months ended May 31, 2025, respectively. Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products. Our global presence is key to assessing and executing on our business opportunities.

Previous wording

(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, 2025, the increase in days in accounts receivable from the prior sequential quarter and the three months ended February 29, 2024, was primarily driven by timing of payments.

Current wording

(3)Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days. During the three months ended May 31, 2025, the decrease in days in accounts receivable from the prior sequential quarter was primarily driven by timing of payments.

Previous wording

(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, 2025, the increase in days in inventory from the prior sequential quarter was primarily driven by the timing of sales. During the three months ended February 28, 2025, the decrease in days in inventory from the three months ended February 29, 2024, was primarily driven by higher consumption of inventory to support sales during the quarter and improved working capital management.

Current wording

(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 May 31, 2025, the decrease in days in inventory from the prior sequential quarter and the three months ended May 31, 2024, was primarily driven by higher consumption of inventory to support sales during the quarter and improved working capital management.

Previous wording

Net revenue decreased during the three months ended February 28, 2025, compared to the three months ended February 29, 2024. Specifically, the Connected Living and Digital Commerce segment net revenue decreased 13% due to an 18% decrease in revenues primarily driven by the divestiture of the Mobility Business within our connected living business. The decrease is partially offset by a 5% increase in revenues from existing customers within our digital commerce business. The Regulated Industries segment net revenue decreased 8% primarily due to: (i) a 5% decrease in revenues from existing customers within our automotive and transportation business and (ii) a 3% decrease in revenues from existing customers within our healthcare and packaging business. The Intelligent Infrastructure segment net revenue increased 18% primarily due to: (i) a 19% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 9% increase in revenues from existing customers within our capital equipment business. The increase is partially offset by a 10% decrease in revenues from existing customers within our networking and communications business.

Current wording

Net revenue increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024. Specifically, the Intelligent Infrastructure segment net revenue increased 51% primarily due to: (i) a 40% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 13% increase in revenues from existing customers within our capital equipment business. The increase is partially offset by a 2% decrease in revenues from existing customers within our networking and communications business. The Connected Living and Digital Commerce segment net revenue decreased 7% due to a 7% decrease in revenues from existing customers within our connected living business. The Regulated Industries segment net revenue remained consistent primarily due to: (i) a 4% increase in revenues from existing customers within our renewable energy infrastructure business and (ii) a 4% decrease in revenues from existing customers within our automotive and transportation business.

Previous wording

Net revenue decreased during the six months ended February 28, 2025, compared to the six months ended February 29, 2024. Specifically, the Connected Living and Digital Commerce segment net revenue decreased 34% due to a 38% decrease in revenues primarily driven by the divestiture of the Mobility Business within our connected living business. The decrease is partially offset by a 4% increase in revenues from existing customers within our digital commerce business. The Regulated Industries segment net revenue decreased 8% primarily due to: (i) a 4% decrease in revenues from existing customers within our renewable energy infrastructure business, (ii) a 3% decrease in revenues from existing customers within our automotive and transportation business, and (iii) a 1% decrease in revenues from existing customers within our healthcare and packaging business. The Intelligent Infrastructure segment net revenue increased 12% primarily due to: (i) a 16% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 8% increase in revenues from existing customers within our capital equipment business. The increase is partially offset by a 12% decrease in revenues from existing customers within our networking and communications business.

Current wording

Net revenue decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024. Specifically, the Connected Living and Digital Commerce segment net revenue decreased 27% due to a 30% decrease in revenues primarily driven by the divestiture of the Mobility Business within our connected living business. The decrease is partially offset by a 3% increase in revenues from existing customers within our digital commerce business. The Intelligent Infrastructure segment net revenue increased 24% primarily due to: (i) a 24% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 9% increase in revenues from existing customers within our capital equipment business. The increase is partially offset by a 9% decrease in revenues from existing customers within our networking and communications business. The Regulated Industries segment net revenue decreased 5% primarily due to: (i) a 3% decrease in revenues from existing customers within our automotive and transportation business, (ii) a 1% decrease in revenues from existing customers within our renewable energy infrastructure business, and (iii) a 1% decrease in revenues from existing customers within our healthcare and packaging business.

Previous wording

Gross profit as a percentage of net revenue decreased for the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, primarily due to product mix in our Connected Living and Digital Commerce segment.

Current wording

Gross profit as a percentage of net revenue decreased for the three months and nine months ended May 31, 2025, compared to the three months and nine months ended May 31, 2024, primarily due to product mix in our Connected Living and Digital Commerce segment.

Previous wording

Selling, general and administrative expenses decreased during the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, primarily due to a decrease in salary and salary related expenses.

Current wording

Selling, general and administrative expenses decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily due to (i) a decrease in salary and salary related expenses, (ii) a decrease in office and support costs, and (ii) a decrease in business interruption and impairment charges, net.

Previous wording

Research and development expenses remained consistent as a percentage of net revenue during the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024.

Current wording

Research and development expenses remained consistent as a percentage of net revenue during the three months and nine months ended May 31, 2025, compared to the three months and nine months ended May 31, 2024.

Previous wording

Amortization of intangibles increased during the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, primarily due to (i) amortization related to the Green Point trade name, which was reclassified to a definite-lived intangible asset during fiscal year 2024 and (ii) additional amortization associated with intangible assets related to the acquisitions of Mikros Technologies LLC and Pharmaceutics International, Inc. that occurred during the first and second quarters of fiscal year 2025.

Current wording

Amortization of intangibles increased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily due to (i) additional amortization associated with intangible assets related to the acquisitions of Mikros Technologies LLC and Pharmaceutics International, Inc. that occurred during the first and second quarters of fiscal year 2025 and (ii) amortization related to the Green Point trade name, which was reclassified to a definite-lived intangible asset during fiscal year 2024.

Previous wording

Restructuring, severance, and related charges decreased during the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, primarily due to higher restructuring, severance and related charges, related to the 2024 Restructuring Plan, during the three months and six months ended February 29, 2024. The decrease is partially offset by increased restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months and six months ended February 28, 2025.

Current wording

Restructuring, severance, and related charges decreased during the three months and nine months ended May 31, 2025, compared to the three months and nine months ended May 31, 2024, primarily due to higher restructuring, severance and related charges, related to the 2024 Restructuring Plan, during the three months and nine months ended May 31, 2024. The decrease is partially offset by increased restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months and nine months ended May 31, 2025.

Previous wording

We currently expect to recognize approximately $150 million to $200 million in pre-tax restructuring and other related costs over the course of our 2025 fiscal year. The charges relating to the 2025 Restructuring Plan are currently expected to result in net cash expenditures of approximately $100 million to $130 million that will be payable over the course of our fiscal years 2025 and 2026. The exact timing of these charges and cash outflows, as well as the estimated cost ranges by category type, have not been finalized. This information will be subject to the finalization of timetables for the transition of functions, consultation with employees and their representatives as well as the statutory severance requirements of the jurisdictions impacted, and the amount and timing of the actual charges may vary due to a variety of factors. Our estimates for the charges discussed above exclude any potential income tax effects.

Current wording

We expect to recognize approximately $200 million in pre-tax restructuring and other related costs over the course of our 2025 fiscal year. The charges relating to the 2025 Restructuring Plan are currently expected to result in net cash expenditures of approximately $100 million to $130 million that will be payable over the course of the Company’s fiscal years 2025 and 2026. The restructuring and other related charges are expected to include $60 million to $70 million of employee severance and benefit costs; $65 million to $70 million of asset write-off costs; and $55 million to $65 million of contract termination costs and other related costs. The amount and timing of the actual charges may vary due to a variety of factors, including the finalization of timetables for the transition of functions, consultation with employees and their representatives, as well as the impact of jurisdictional statutory severance requirements. Our estimates for the charges discussed above exclude any potential income tax effects.

Previous wording

In the second quarter of fiscal year 2024, we completed the divestiture of the Mobility Business and recorded a pre-tax gain of $944 million. Certain post-closing adjustments were realized in March 2025, which will result in recognition of a $54 million pre-tax gain during the three months ended May 31, 2025.

Current wording

In the second quarter of fiscal year 2024, we completed the divestiture of the Mobility Business and recorded a pre-tax gain of $944 million. Certain post-closing adjustments were realized in March 2025, which resulted in the recognition of a $54 million pre-tax gain during the three months ended May 31, 2025.

Previous wording

Acquisition and divestiture related charges decreased during the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, primarily due to transaction and disposal costs incurred in connection with the divestiture of the Mobility Business during fiscal year 2024.

Current wording

Acquisition and divestiture related charges decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, primarily due to transaction and disposal costs incurred in connection with the divestiture of the Mobility Business during fiscal year 2024.

Previous wording

Other expense remained relatively consistent during the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024.

Current wording

Interest expense, net remained relatively consistent during the three months ended May 31, 2025, compared to the three months ended May 31, 2024.

Previous wording

Interest expense, net decreased during the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, due to lower interest rates and lower borrowings primarily on our credit facilities and commercial paper program.

Current wording

Interest expense, net decreased during the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, due to lower interest rates and lower borrowings primarily on our credit facilities and commercial paper program.

Previous wording

The effective income tax rate differed for the three months and six months ended February 28, 2025, compared to the three months and six months ended February 29, 2024, primarily due to: (i) a change in the jurisdictional mix of earnings, driven in part by decreased income before income taxes in low tax rate jurisdictions for the three months and six months ended February 28, 2025, (ii) an $18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the six months ended February 28, 2025, and (iii) the gain from the divestiture of the Mobility Business and corresponding $58 million of income tax expense during the three months ended February 29, 2024.

Current wording

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

Previous wording

(1)Charges recorded during the three months and six months ended February 28, 2025, and February 29, 2024, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan, respectively.

Current wording

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

Previous wording

(3)Charges recorded during the six months ended February 28, 2025, relate primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St. Petersburg, Florida and Asheville and Hendersonville, North Carolina.

Current wording

(3)Charges recorded during the nine months ended May 31, 2025, relate primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St. Petersburg, Florida and Asheville and Hendersonville, North Carolina. Charges recorded during the three months and nine months ended May 31, 2024, related to costs associated with product quality liabilities. Charges recorded during the three months and nine months ended May 31, 2025, and May 31, 2024, are classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Previous wording

(4)We completed the divestiture of the Mobility Business and recorded a pre-tax gain of $944 million, subject to certain post-closing adjustments that were realized in March 2025. We incurred transaction and disposal costs in connection with the sale of approximately $46 million and $61 million during the three months and six months ended February 29, 2024, respectively.

Current wording

(4)We completed the divestiture of the Mobility Business and recorded a pre-tax gain of $944 million during the nine months ended May 31, 2024. Certain post-closing adjustments were realized in March 2025, which resulted in the recognition of a $54 million pre-tax gain during the three months ended May 31, 2025. We incurred transaction and disposal costs in connection with the sale of approximately $64 million during the nine months ended May 31, 2024.

Previous wording

(5)Tax adjustments for the three months and six months ended February 29, 2024, were partially driven by an income tax expense associated with the divestiture of the Mobility Business.

Current wording

(6)Tax adjustments for the nine months ended May 31, 2024, were partially driven by an income tax expense associated with the divestiture of the Mobility Business.

Previous wording

On February 3, 2025, we completed the acquisition of Pharmaceutics International, Inc. (“Pii”) for cash consideration transferred of $307 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.

Current wording

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.

Previous wording

The acquisition of Pii was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $349 million, including $149 million in intangible assets and $132 million in goodwill, and liabilities assumed of $42 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.

Current wording

The acquisition of Pii was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $351 million, including $149 million in intangible assets and $135 million in goodwill, and liabilities assumed of $42 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.

Previous wording

The acquisition of Mikros Technologies was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $63 million, including $40 million in intangible assets and $17 million in goodwill, were recorded at their estimated fair values as of the acquisition date. The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed and tax adjustments. The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment. The majority of the goodwill is currently expected to be deductible for income tax purposes.

Current wording

The acquisition of Mikros Technologies was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $63 million, including $40 million in intangible assets and $17 million in goodwill, were recorded at their estimated fair values as of the acquisition date. The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed and tax adjustments. The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment. The majority of the goodwill is currently expected to be deductible for income tax purposes. The results of operations were included in 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.

Previous wording

On December 29, 2023, the Closing Date, we completed the sale of the Mobility Business. As a result of the transaction, we derecognized net assets of approximately $1.2 billion, and recorded a pre-tax gain of $942 million in the fiscal year ended August 31, 2024. Certain post-closing adjustments were realized in March 2025, which will result in recognition of a $54 million pre-tax gain during the three months ended May 31, 2025. In addition, we agreed to indemnify BYDE from certain liabilities that may arise post-close that relate to periods prior to the Closing Date. We incurred transaction and disposal costs in connection with the sale of approximately $67 million during the fiscal year ended August 31, 2024, which are included in continuing operations in our Condensed Consolidated Statements of Operations.

Current wording

On December 29, 2023, the Closing Date, we completed the sale of the Mobility Business. As a result of the transaction, we derecognized net assets of approximately $1.2 billion, and recorded a pre-tax gain of $942 million in the fiscal year ended August 31, 2024. Certain post-closing adjustments were realized in March 2025, which resulted in the recognition of a $54 million pre-tax gain during the three months ended May 31, 2025. In addition, we agreed to indemnify BYDE from certain liabilities that may arise post-close that relate to periods prior to the Closing Date. We incurred transaction and disposal costs in connection with the sale of approximately $67 million during the fiscal year ended August 31, 2024, which are included in continuing operations in our Condensed Consolidated Statements of Operations.

Previous wording

As of February 28, 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 February 28, 2025, could be repatriated to the United States without potential tax expense.

Current wording

As of May 31, 2025, we had approximately $1.5 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, 2025, could be repatriated to the United States without potential tax expense.

Previous wording

(1)As of February 28, 2025, we had $4.0 billion in available unused borrowing capacity under our revolving credit facilities. The 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.

Current wording

(1)As of May 31, 2025, we had $4.0 billion in available unused borrowing capacity under our existing revolving credit facilities, of which $3.2 billion was available under the credit agreement dated January 22, 2020 (as amended, the “Existing Credit Facility”). The Existing Credit Facility acts as the back-up facility for commercial paper outstanding, if any. 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.

Previous wording

In conjunction with our global asset-backed securitization program, we are required to remit amounts collected as a servicer under the global asset-backed securitization program to a special purpose entity, which in turn sells certain receivables to unaffiliated financial institutions that purchased the receivables. The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $368 million and $338 million as of February 28, 2025, and August 31, 2024, respectively. During the three months and six months ended February 28, 2025, we sold $1.0 billion and $2.0 billion, respectively, of trade accounts receivable, and we received cash proceeds of $1.0 billion and $2.0 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.

Current wording

In conjunction with our global asset-backed securitization program, we are required to remit amounts collected as a servicer under the global asset-backed securitization program to a special purpose entity, which in turn sells certain receivables to unaffiliated financial institutions that purchased the receivables. The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $375 million and $338 million as of May 31, 2025, and August 31, 2024, respectively. During the three months and nine months ended May 31, 2025, we sold $1.2 billion and $3.3 billion, respectively, of trade accounts receivable, and we received cash proceeds of $1.2 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.

Previous wording

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility. As of February 28, 2025, and August 31, 2024, 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.

Current wording

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Existing Credit Facility. As of May 31, 2025, and August 31, 2024, 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.

Previous wording

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 $571 million and $367 million as of February 28, 2025, and August 31, 2024, respectively. During the three months and six months ended February 28, 2025, we sold $2.0 billion and $3.7 billion, respectively, of trade accounts receivable under these programs and we received cash proceeds of $2.0 billion and $3.7 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.

Current wording

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 $852 million and $367 million as of May 31, 2025, and August 31, 2024, respectively. During the three months and nine months ended May 31, 2025, we sold $3.6 billion and $7.4 billion, respectively, of trade accounts receivable under these programs and we received cash proceeds of $3.6 billion and $7.3 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.

Previous wording

Net cash provided by operating activities during the six months ended February 28, 2025, was primarily due to non-cash expenses and net income and an increase in accounts payable, accrued expense and other liabilities. Net cash provided by operating activities was partially offset by an increase in accounts receivable, an increase in inventories and an increase in prepaid expenses and other current 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 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 2025. The increase in prepaid expenses and other current assets is primarily due to the timing of payments.

Current wording

Net cash provided by operating activities during the nine months ended May 31, 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 inventories, an increase in accounts receivable 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 related to purchases made to procure components for customers whereby the associated revenue is expected to be accounted for on a net basis once transferred to the customer. The increase in inventories is primarily to support expected sales levels in the fourth quarter of fiscal year 2025. 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.

Previous wording

Net cash used in investing activities during the six months ended February 28, 2025, consisted primarily of capital expenditures, principally to support ongoing business in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments and the acquisition of Pharmaceutics International, Inc. and Mikros Technologies LLC, partially offset by proceeds and advances from the sale of property, plant and equipment.

Current wording

Net cash used in investing activities during the nine months ended May 31, 2025, consisted primarily of the acquisition of Pharmaceutics International, Inc., Mikros Technologies LLC and certain other third-party assets 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 and a working capital adjustment related to the divestiture of our Mobility Business.

Previous wording

Net cash used in financing activities during the six months ended February 28, 2025, was primarily due to (i) the repurchase of our common stock under our share repurchase authorization, (ii) payments for debt agreements, (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.

Current wording

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

Previous wording

(1)As of April 3, 2025, 2.7 million shares had been repurchased for $353 million through open market transactions under the 2025 Share Repurchase Program.

Current wording

(3)As of May 31, 2025, 6.5 million shares had been repurchased for $975 million and $25 million remained available under the 2025 Share Repurchase Program.

Previous wording

The following table summarizes the Warrant activity for the six months ended February 28, 2025:

Current wording

The following table summarizes the Warrant activity for the nine months ended May 31, 2025:
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Amortization of intangibles increased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to additional amortization associated with intangible assets related to the acquisitions of Mikros Technologies LLC and Pharmaceutics International, Inc. that occurred during the first and second quarters of fiscal year 2025.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

(3)As of February 28, 2025, 4.3 million shares had been repurchased for $636 million and $364 million remained available under the 2025 Share Repurchase Program. As of April 3, 2025, 6.5 million shares had been repurchased for $972 million and $28 million remains available under the 2025 Share Repurchase Program.