Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are one of the leading providers of engineering, supply chain, and manufacturing solutions. We deliver comprehensive design, production, and product management services to companies across a diverse range of industries and end markets. Our capabilities span the entire product lifecycle-from innovation, design, and planning to fabrication, assembly, delivery, and post-production- enabling seamless management of resources and materials across global supply chains. Through these integrated services, we help our customers reduce manufacturing costs, enhance supply chain efficiency, minimize inventory risk, lower transportation expenses, and accelerate product fulfillment.
We have three reporting segments: Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital, and risk profiles. Our Regulated Industries segment is focused on regulated markets and includes revenues from customers primarily in the automotive and transportation, healthcare and packaging, and renewable and energy infrastructure industries. Our Intelligent Infrastructure segment is focused on the modern digital ecosystem including artificial intelligence ("AI") infrastructure and includes revenues from customers primarily in the capital equipment, cloud and data center infrastructure, and networking and communications industries. Our Connected Living and Digital Commerce segment is focused on digitalization and automation, including warehouse automation and robotics, and includes revenues from customers primarily in the connected living and digital commerce industries.
Beginning September 1, 2026, our Connected Living and Digital Commerce segment was renamed to Intelligent Devices and Robotics to better reflect the evolution of the business, including our increased emphasis on automation and robotic capabilities and a strategic shift towards more highly complex, engineered solutions. Our Intelligent Devices and Robotics segment is focused on digitalization and automation, including warehouse automation and robotics, and includes revenues from customers primarily in the connected living and digital commerce and robotics industries. The name change did not impact the composition of the Company's reportable segments or the financial information reported for those segments.
Our cost of revenue includes the cost of electronic components and other materials that comprise the products we manufacture; the cost of labor and manufacturing overhead; and adjustments for excess and obsolete inventory. As a provider of turnkey manufacturing services, we are responsible for procuring components and other materials. This requires us to commit significant working capital to our operations and to manage the purchasing, receiving, inspecting, and stocking of materials. At times, we collect deposits from our customers related to the purchase of inventory in order to effectively manage our working capital. Although we bear the risk of fluctuations in the cost of materials and excess scrap, our ability to purchase components and materials efficiently may contribute significantly to our operating results. While we periodically negotiate cost of materials adjustments with our customers, rising component and material prices may negatively affect our margins. Net revenue from each product that we manufacture consists of an element based on the costs of materials in that product and an element based on the labor and manufacturing overhead costs allocated to that product. Our gross margin for any product depends on the mix between the cost of materials in the product and the cost of labor and manufacturing overhead allocated to the product.
Our operating results are impacted by the level of capacity utilization of manufacturing facilities; indirect labor costs; and selling, general, and administrative expenses. Operating income margins have generally improved during periods of high production volume and high capacity utilization. During periods of low production volume, we generally have reduced operating income margins.
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 ("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 recognizes refunds in the Consolidated Financial Statements as and when the amounts are probable and reasonably estimable. During the fiscal year ended August 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 whether any additional refunds may be forthcoming, and we do not expect that the receipt of any additional refunds would have a material impact on the Company's results of operations.
We have consistently utilized advanced circuit design, production design and manufacturing technologies to meet the needs of our customers. To support this effort, our engineering staff focuses on developing and refining design and manufacturing technologies to meet specific needs of specific customers. Most of the expenses associated with these customer-specific efforts are reflected in our cost of revenue. In addition, our engineers engage in research and development ("R&D") of new technologies that apply generally to our operations. The expenses of these R&D activities are reflected in the research and development line item within our Consolidated Statements of Operations.
An important element of our strategy is the expansion of our global production facilities. The majority of our revenue and materials costs worldwide are denominated in U.S. dollars, while our labor and utility costs in operations outside the U.S. are denominated in local currencies. We economically hedge certain of these local currency costs, based on our evaluation of the potential exposure as compared to the cost of the hedge, through the purchase of foreign currency exchange contracts. Changes in the fair value of such hedging instruments are reflected within the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income.
See Note 13 - "Concentration of Risk and Segment Data" to the Consolidated Financial Statements.
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):
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Fiscal Year Ended August 31,
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2026
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2025
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2024
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Net revenue
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$
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35,954
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$
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29,802
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$
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28,883
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Gross profit
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$
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3,317
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$
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2,646
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$
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2,676
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Operating income
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$
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1,704
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$
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1,182
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$
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2,013
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Net income attributable to Jabil Inc.
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$
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1,042
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$
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657
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$
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1,388
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Earnings per share - basic
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$
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9.86
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$
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6.00
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$
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11.34
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Earnings per share - diluted
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$
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9.75
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$
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5.92
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$
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11.17
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Key Performance Indicators
Management regularly reviews financial and non-financial performance indicators to assess the Company's operating results. Changes in our operating assets and liabilities are largely affected by our working capital requirements, which are dependent on the effective management of our sales cycle as well as timing of payments. Our sales cycle measures how quickly we can convert our manufacturing services into cash through sales. We believe the metrics set forth below are useful to investors in measuring our liquidity, as future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable, and accounts payable.
The following table sets forth, for the quarterly periods indicated, certain of management's key financial performance indicators:
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Three Months Ended
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August 31, 2026
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May 31, 2026
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August 31, 2025
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Sales cycle(1)
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2 days
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5 days
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18 days
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Inventory turns (annualized)(2)
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4 turns
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4 turns
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5 turns
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Days in accounts receivable(3)
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55 days
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56 days
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44 days
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Days in inventory(4)
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82 days
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84 days
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69 days
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Days in accounts payable(5)
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135 days
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135 days
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96 days
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(1)The sales cycle is calculated as the sum of days in accounts receivable and days in inventory, less the days in accounts payable; accordingly, the variance in the sales cycle quarter over quarter is a direct result of changes in these indicators.
(2)Inventory turns (annualized) are calculated as 360 days divided by days in inventory.
(3)Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days. During the three months ended August 31, 2026, the increase in days in accounts receivable from the three months ended August 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 August 31, 2026, the increase in days in inventory from the three months ended August 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 August 31, 2026, the increase in days in accounts payable from the three months ended August 31, 2025, was primarily due to timing of payments in the Intelligent Infrastructure segment during the quarter.
Critical Accounting Policies and Estimates
The preparation of our Consolidated Financial Statements and related disclosures in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances. We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements. For further discussion of our significant accounting policies, see Note 1 - "Description of Business and Summary of Significant Accounting Policies" to the Consolidated Financial Statements.
Revenue Recognition
For our over time customers, we believe the measure of progress which best depicts the transfer of control is based on costs incurred to date, relative to total estimated cost at completion (i.e., an input method). This method is a faithful depiction of the transfer of goods or services because it results in the recognition of revenue on the basis of our to-date efforts in the satisfaction of a performance obligation relative to the total expected efforts in the satisfaction of the performance obligation. We believe that the use of an input method best depicts the transfer of control to the customer, which occurs as we incur costs on our contracts. The transaction price of each performance obligation is generally based upon the contractual standalone selling price of the product or service.
Inventory Valuation
We purchase inventory based on forecasted demand and record inventory at the lower of cost and net realizable value. Management regularly assesses inventory valuation based on current and forecasted usage, customer inventory-related contractual obligations, and other lower of cost and net realizable value considerations. If actual market conditions or our customers' product demands are less favorable than those projected, additional valuation adjustments may be necessary.
Long-Lived Assets
We have recorded intangible assets, including goodwill, in connection with business acquisitions. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. The fair value of acquired amortizable intangible assets impacts the amounts recorded as goodwill. We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
We perform a goodwill impairment analysis on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired, and a loss is recognized in the amount equal to that excess.
For further discussion related to impairment analyses performed during fiscal year 2026, see Note 6 - "Goodwill and Other Intangible Assets" to the Consolidated Financial Statements.
Income Taxes
We estimate our income tax provision in each of the jurisdictions in which we operate, a process that includes estimating exposures related to examinations by taxing authorities. We must also make judgments regarding the ability to realize deferred tax assets. The carrying value of our net deferred tax assets is based on our belief that it is more likely than not that we will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets. A valuation allowance has been established for deferred tax assets that we do not believe meet the "more likely than not" criteria. We assess whether an uncertain tax position taken or expected to be taken in a tax return meets the threshold for recognition and measurement in the Consolidated Financial Statements. Our judgments regarding future taxable income as well as tax positions taken or expected to be taken in a tax return may change due to changes in market conditions, changes in tax laws or other factors. If our assumptions and consequently our estimates change in the future, the valuation allowances and/or tax reserves established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. For further discussion related to our income taxes, see Note 15 - "Income Taxes" to the Consolidated Financial Statements.
Recent Accounting Pronouncements
See Note 19 - "New Accounting Guidance" to the Consolidated Financial Statements for a discussion of recent accounting guidance.
Results of Operations
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 the results of operations discussion for the fiscal year ended August 31, 2025, compared to the fiscal year ended August 31, 2024.
Net Revenue
Generally, we assess revenue on a global customer basis regardless of whether the growth is associated with organic growth or as a result of an acquisition. Accordingly, we do not differentiate or separately report revenue increases generated by acquisitions as opposed to existing business. In addition, the added cost structures associated with our acquisitions have historically been relatively insignificant when compared to our overall cost structure.
The distribution of revenue across our segments has fluctuated, and will continue to fluctuate, as a result of numerous factors, including the following: fluctuations in customer demand; efforts to diversify certain portions of our business; business growth from new and existing customers; specific product performance; and any potential termination, or substantial winding down, of significant customer relationships.
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Fiscal Year Ended August 31,
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Change
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(dollars in millions)
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2026
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2025
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2024
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2026 vs. 2025
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2025 vs. 2024
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Net revenue
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$
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35,954
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$
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29,802
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$
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28,883
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20.6
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%
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3.2
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%
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2026 vs. 2025
Net revenue increased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 31, 2025. Specifically, the Intelligent Infrastructure segment net revenue increased 45% primarily due to: (i) a 33% increase in revenues from existing customers within our cloud and data center infrastructure business, (ii) a 8% increase in revenues from existing customers within our networking and communications business, and (iii) a 4% increase in revenues from existing customers within our capital equipment business. AI-related revenue growth across these end markets was primarily driven by strong demand for certain AI infrastructure programs. The Regulated Industries segment net revenue increased 7% primarily due to: (i) a 4% 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 and energy infrastructure business. The Connected Living and Digital Commerce segment net revenue decreased 4% primarily due to a 11% decrease in revenues from existing customers within our connected living business. The decrease was partially offset by a 7% 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:
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Fiscal Year Ended August 31,
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2026
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2025
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2024
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Regulated Industries
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35
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%
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40
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%
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42
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%
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Intelligent Infrastructure
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50
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%
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|
41
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%
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32
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%
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Connected Living and Digital Commerce
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15
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%
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19
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%
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26
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%
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Total
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100
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%
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100
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%
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100
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%
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The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue:
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Fiscal Year Ended August 31,
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2026
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2025
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2024
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Foreign source revenue
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73.1
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%
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75.0
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%
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82.5
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%
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Gross Profit
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Fiscal Year Ended August 31,
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(dollars in millions)
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2026
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2025
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2024
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Gross profit
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$
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3,317
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$
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2,646
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$
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2,676
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Percent of net revenue
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9.2
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%
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8.9
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%
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9.3
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%
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2026 vs. 2025
Gross profit as a percentage of net revenue increased for the fiscal year ended August 31, 2026, compared to the fiscal year ended August 31, 2025, primarily due to product mix in our Intelligent Infrastructure segment.
Selling, General and Administrative
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Fiscal Year Ended August 31,
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Change
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(in millions)
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2026
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2025
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2024
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2026 vs. 2025
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2025 vs. 2024
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Selling, general and administrative
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$
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1,222
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|
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$
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1,015
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|
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$
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1,071
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$
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207
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$
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(56)
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2026 vs. 2025
Selling, general and administrative expenses increased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 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").
2025 vs. 2024
Selling, general and administrative expenses decreased during the fiscal year ended August 31, 2025, compared to the fiscal year ended August 31, 2024. The decrease is primarily due to: (i) lower salary and salary related expenses primarily driven by the divestiture of the Mobility Business during the fiscal year ended August 31, 2024, (ii) a decrease in office and support costs, and (iii) a decrease in business interruption and impairment charges, net.
See Note 16 - "Business Acquisitions and Divestitures" to the Consolidated Financial Statements for additional information.
Stock-Based Compensation Expense and Related Charges
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Fiscal Year Ended August 31,
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Change
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(in millions)
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2026
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2025
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2024
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2026 vs. 2025
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2025 vs. 2024
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Stock-based compensation expense and related charges
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$
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140
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$
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107
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$
|
89
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$
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33
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$
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18
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2026 vs. 2025
Stock-based compensation expense and related charges increased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 31, 2025, primarily due to accelerated expense recognition associated with retirement provisions applicable to awards granted during the fiscal year ended August 31, 2026 and higher anticipated achievement levels for certain performance-based stock awards.
2025 vs. 2024
Stock-based compensation expense and related charges remained relatively consistent for the fiscal year ended August 31, 2025, compared to the fiscal year ended August 31, 2024.
See Note 12 - "Stockholders' Equity" to the Consolidated Financial Statements for additional information.
Research and Development
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Fiscal Year Ended August 31,
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(dollars in millions)
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2026
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2025
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2024
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|
Research and development
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$
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30
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$
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26
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$
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39
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Percent of net revenue
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0.1
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%
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|
0.1
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%
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|
0.1
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%
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2026 vs. 2025
Research and development expenses remained consistent as a percent of net revenue during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 31, 2025.
Amortization of Intangibles
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Fiscal Year Ended August 31,
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|
Change
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(in millions)
|
2026
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|
2025
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|
2024
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2026 vs. 2025
|
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2025 vs. 2024
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|
Amortization of intangibles
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$
|
89
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$
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62
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$
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40
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$
|
27
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$
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22
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|
2026 vs. 2025
Amortization of intangibles increased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 31, 2025, primarily due to additional amortization associated with intangible assets related to the acquisitions of Hanley, Rebound Technologies, and Pharmaceutics International, Inc. ("Pii"). The increase is partially offset by a decrease in amortization related to the Green Point trade name, which was fully amortized during the fiscal year ended August 31, 2026.
See Note 16 - "Business Acquisitions and Divestitures" to the Consolidated Financial Statements for additional information.
Restructuring, Severance, and Related Charges
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|
Fiscal Year Ended August 31,
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|
Change
|
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(in millions)
|
2026
|
|
2025
|
|
2024
|
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2026 vs. 2025
|
|
2025 vs. 2024
|
|
Restructuring, severance and related charges
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$
|
97
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|
|
$
|
181
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$
|
296
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$
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(84)
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$
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(115)
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2026 vs. 2025
Restructuring, severance and related charges decreased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 31, 2025, primarily due to higher restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the fiscal year ended August 31, 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 fiscal year ended August 31, 2026.
2025 Restructuring Plan
On September 24, 2024, our Board of Directors approved a restructuring plan to align our support infrastructure to further optimize organizational effectiveness. This action includes headcount reductions across our Selling, General and Administrative ("SG&A") and manufacturing cost base and capacity realignment (the "2025 Restructuring Plan").
The 2025 Restructuring Plan, totaling approximately $200 million in pre-tax restructuring and other related costs, was substantially complete as of August 31, 2026.
See Note 14 - "Restructuring, Severance and Related Charges" to the Consolidated Financial Statements for additional information.
Loss (Gain) from the Divestiture of Businesses
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Fiscal Year Ended August 31,
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|
Change
|
|
(in millions)
|
2026
|
|
2025
|
|
2024
|
|
2026 vs. 2025
|
|
2025 vs. 2024
|
|
Loss (gain) from the divestiture of businesses
|
$
|
1
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|
|
$
|
53
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|
|
$
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(942)
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|
$
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(52)
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|
|
$
|
995
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|
2026 vs. 2025
Charges recorded during the fiscal year ended August 31, 2025, related primarily to a pre-tax loss of $97 million recognized for the divestiture of our operations in Italy. Additionally, certain post-closing adjustments associated with the divestiture of the Mobility Business were realized during the fiscal year ended August 31, 2025, resulting in the recognition of a $54 million pre-tax gain.
See Note 16 - "Business Acquisitions and Divestitures" to the Consolidated Financial Statements for additional information.
Acquisition and Divestiture Related Charges
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|
Fiscal Year Ended August 31,
|
|
Change
|
|
(in millions)
|
2026
|
|
2025
|
|
2024
|
|
2026 vs. 2025
|
|
2025 vs. 2024
|
|
Acquisition and divestiture related charges
|
$
|
34
|
|
|
$
|
20
|
|
|
$
|
70
|
|
|
$
|
14
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|
|
$
|
(50)
|
|
2026 vs. 2025
Acquisition and divestiture related charges increased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 31, 2025, primarily due to higher transaction costs incurred in connection with pursuing acquisition opportunities during the fiscal year ended August 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 fiscal year ended August 31, 2026.
See Note 16 - "Business Acquisitions and Divestitures" to the Consolidated Financial Statements for additional information.
Loss on Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
Change
|
|
(in millions)
|
2026
|
|
2025
|
|
2024
|
|
2026 vs. 2025
|
|
2025 vs. 2024
|
|
Loss on securities
|
$
|
-
|
|
|
$
|
46
|
|
|
$
|
-
|
|
|
$
|
(46)
|
|
|
$
|
46
|
|
2026 vs. 2025
Loss on securities during the fiscal year ended August 31, 2025, related to an impairment of an investment in Preferred Stock.
Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
Change
|
|
(in millions)
|
2026
|
|
2025
|
|
2024
|
|
2026 vs. 2025
|
|
2025 vs. 2024
|
|
Other expense
|
$
|
115
|
|
|
$
|
97
|
|
|
$
|
89
|
|
|
$
|
18
|
|
|
$
|
8
|
|
2026 vs. 2025
Other expense increased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
Change
|
|
(in millions)
|
2026
|
|
2025
|
|
2024
|
|
2026 vs. 2025
|
|
2025 vs. 2024
|
|
Interest expense, net
|
$
|
181
|
|
|
$
|
147
|
|
|
$
|
173
|
|
|
$
|
34
|
|
|
$
|
(26)
|
|
2026 vs. 2025
Interest expense, net increased during the fiscal year ended August 31, 2026, compared to the fiscal year ended August 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 the fiscal year ended August 31, 2026.
Income Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
Change
|
|
|
2026
|
|
2025
|
|
2024
|
|
2026 vs. 2025
|
|
2025 vs. 2024
|
|
Effective income tax rate
|
26.1
|
%
|
|
26.4
|
%
|
|
20.7
|
%
|
|
(0.3)
|
%
|
|
5.7
|
%
|
2026 vs. 2025
The effective income tax rate remained consistent for the fiscal year ended August 31, 2026, compared to the fiscal year ended August 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. 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. These tax changes did not have a material impact to our effective income tax rate for the fiscal year ending August 31, 2026.
On July 4, 2025, the U.S. One Big Beautiful Bill Act ("OBBBA") was enacted which includes permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act and makes significant modifications to the U.S. international tax framework. 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 fiscal year ended August 31, 2026; however, we will continue to monitor developments and evaluate any potential future impacts.
Non-GAAP (Core) Financial Measures
The following discussion and analysis of our financial condition and results of operations include certain non-GAAP financial measures as identified in the reconciliation below. The non-GAAP financial measures disclosed herein do not have standard meaning and may vary from the non-GAAP financial measures used by other companies or how we may calculate those measures in other instances from time to time. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Also, our "core" financial measures should not be construed as an inference by us that our future results will be unaffected by those items that are excluded from our "core" financial measures.
Management believes that the non-GAAP "core" financial measures set forth below are useful to facilitate evaluating the past and future performance of our ongoing manufacturing operations over multiple periods on a comparable basis by excluding the effects of the amortization of intangibles, stock-based compensation expense and related charges, restructuring, severance and related charges, distressed customer charges, loss on disposal of subsidiaries, settlement of receivables and related charges, impairment of notes receivable and related charges, goodwill impairment charges, business interruption and impairment charges, net, (gain) loss from the divestiture of businesses, acquisition and divestiture related charges, loss on debt extinguishment, (gain) loss on securities, income (loss) from discontinued operations, gain (loss) on sale of discontinued operations and certain other expenses, net of tax and certain deferred tax valuation allowance charges. Among other uses, management uses non-GAAP "core" financial measures to make operating decisions, assess business performance and as a factor in determining certain employee performance when evaluating incentive compensation.
We use an annual normalized tax rate ("normalized core tax rate") for the computation of the non-GAAP (core) income tax provision to provide better consistency across reporting periods. In estimating the normalized core tax rate annually, we utilize a full-year financial projection of core earnings that considers the mix of earnings across tax jurisdictions, existing tax positions, and other significant tax matters. We may adjust the normalized core tax rate during the year for material impacts from new tax legislation or material changes to our operations.
We are reporting "core" operating income, "core" operating margin, "core" earnings and cash flows to provide investors with an additional method for assessing operating income and earnings, by presenting what we believe are our "core" manufacturing operations. A significant portion (based on the respective values) of the items that are excluded for purposes of calculating "core" operating income, "core" operating margin and "core" earnings also impacted certain balance sheet assets, resulting in a portion of an asset being written off without a corresponding recovery of cash we may have previously spent with respect to the asset. In the case of restructuring, severance and related charges, we may make associated cash payments in the future. In addition, although, for purposes of calculating "core" operating income, "core" operating margin and "core" earnings, we exclude stock-based compensation expense (which we anticipate continuing to incur in the future) because it is a non-cash expense, the associated stock issued may result in an increase in our outstanding shares of common stock, which may result in the dilution of our stockholders' ownership interest. We encourage you to consider these matters when evaluating the utility of these non-GAAP financial measures.
Adjusted free cash flow is defined as net cash provided by (used in) operating activities less net capital expenditures (acquisition of property, plant and equipment less proceeds and advances from the sale of property, plant and equipment). We report adjusted free cash flow as we believe this non-GAAP financial measure is useful to investors in measuring our ability to generate cash internally and fund future growth and to provide a return to shareholders.
Included in the tables below are a reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures as provided in our Consolidated Financial Statements:
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 the non-GAAP financial measures discussion for the fiscal year ended August 31, 2025 compared to the fiscal year ended August 31, 2024.
Reconciliation of U.S. GAAP Financial Results to Non-GAAP Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
(in millions, except for per share data)
|
2026
|
|
2025
|
|
2024
|
|
Net revenue
|
$
|
35,954
|
|
|
$
|
29,802
|
|
|
$
|
28,883
|
|
|
|
|
|
|
|
|
|
Operating income (U.S. GAAP)
|
$
|
1,704
|
|
|
$
|
1,182
|
|
|
$
|
2,013
|
|
|
Amortization of intangibles
|
89
|
|
|
62
|
|
|
40
|
|
|
Stock-based compensation expense and related charges
|
140
|
|
|
107
|
|
|
89
|
|
|
Restructuring, severance and related charges(1)
|
97
|
|
|
181
|
|
|
296
|
|
|
Net periodic benefit cost
|
4
|
|
|
7
|
|
|
6
|
|
|
Business interruption and impairment charges, net(2)
|
-
|
|
|
8
|
|
|
16
|
|
|
Loss (gain) from the divestiture of businesses(3)
|
1
|
|
|
53
|
|
|
(942)
|
|
|
Acquisition and divestiture related charges(4)
|
34
|
|
|
20
|
|
|
70
|
|
|
Adjustments to operating income
|
365
|
|
|
438
|
|
|
(425)
|
|
|
Core operating income (Non-GAAP)
|
$
|
2,069
|
|
|
$
|
1,620
|
|
|
$
|
1,588
|
|
|
|
|
|
|
|
|
|
Operating margin (U.S. GAAP)
|
4.7
|
%
|
|
4.0
|
%
|
|
7.0
|
%
|
|
Core operating margin (Non-GAAP)
|
5.8
|
%
|
|
5.4
|
%
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
Net income attributable to Jabil Inc. (U.S. GAAP)
|
$
|
1,042
|
|
|
$
|
657
|
|
|
$
|
1,388
|
|
|
Adjustments to operating income
|
365
|
|
|
438
|
|
|
(425)
|
|
|
Loss on securities(5)
|
-
|
|
|
46
|
|
|
-
|
|
|
Net periodic benefit cost
|
(4)
|
|
|
(7)
|
|
|
(6)
|
|
|
Adjustment for taxes(6)
|
(4)
|
|
|
(52)
|
|
|
99
|
|
|
Core earnings (Non-GAAP)
|
$
|
1,399
|
|
|
$
|
1,082
|
|
|
$
|
1,056
|
|
|
Diluted earnings per share (U.S. GAAP)
|
$
|
9.75
|
|
|
$
|
5.92
|
|
|
$
|
11.17
|
|
|
Diluted core earnings per share (Non-GAAP)
|
$
|
13.09
|
|
|
$
|
9.75
|
|
|
$
|
8.49
|
|
|
Diluted weighted average shares outstanding (U.S. GAAP and Non-GAAP)
|
106.9
|
|
|
110.9
|
|
|
124.3
|
|
(1)Charges recorded during the fiscal year ended August 31, 2026, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies. Charges recorded during the fiscal year ended August 31, 2025, primarily related to the 2025 Restructuring Plan.
(2)Charges recorded during the fiscal year ended August 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 recorded during the fiscal year ended August 31, 2025, are classified as a component of cost of revenue and selling, general and administrative expenses in the Consolidated Statements of Operations.
(3)Charges recorded during the fiscal year ended August 31, 2025, related primarily to a pre-tax loss of $97 million recognized for the divestiture of our operations in Italy. Additionally, certain post-closing adjustments associated with the divestiture of the Mobility Business were realized during the fiscal year ended August 31, 2025, resulting in the recognition of a $54 million pre-tax gain.
(4)Charges recorded during the fiscal year ended August 31, 2026, include $8 million of gains on forward foreign exchange contracts in connection with the acquisition of Hanley.
(5)Charges recorded during the fiscal year ended August 31, 2025, related to an impairment of an investment in Preferred Stock.
(6)Tax adjustments for the fiscal year ended August 31, 2025, were partially driven by an income tax benefit associated with a reduction in unrecognized tax benefits from a lapse in statute of limitations.
Adjusted Free Cash Flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
(in millions)
|
2026
|
|
2025
|
|
2024
|
|
Net cash provided by operating activities (U.S. GAAP)
|
$
|
2,002
|
|
|
$
|
1,640
|
|
|
$
|
1,716
|
|
|
Acquisition of property, plant and equipment ("PP&E")
|
(628)
|
|
|
(468)
|
|
|
(784)
|
|
|
Proceeds and advances from sale of PP&E
|
158
|
|
|
146
|
|
|
123
|
|
|
Adjusted free cash flow (Non-GAAP)
|
$
|
1,532
|
|
|
$
|
1,318
|
|
|
$
|
1,055
|
|
Quarterly Results (Unaudited)
The following table sets forth certain unaudited quarterly financial information for the three months ended August 31, 2026, and 2025. In the opinion of management, this information has been presented on the same basis as the audited consolidated financial statements appearing elsewhere, and all necessary adjustments (consisting primarily of normal recurring accruals) have been included in the amounts stated below to present fairly the unaudited quarterly results when read in conjunction with the audited consolidated financial statements and related notes thereto. The operating results for any quarter are not necessarily indicative of results for any future period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
(in millions, except for per share data)
|
August 31, 2026
|
|
August 31, 2025
|
|
Net revenue
|
$
|
10,616
|
|
|
$
|
8,252
|
|
|
Gross profit
|
$
|
1,001
|
|
|
$
|
783
|
|
|
Operating income
|
$
|
602
|
|
|
$
|
337
|
|
|
Net income attributable to Jabil Inc.
|
$
|
398
|
|
|
$
|
218
|
|
|
Earnings per share - basic
|
$
|
3.80
|
|
|
$
|
2.03
|
|
|
Earnings per share - diluted
|
$
|
3.76
|
|
|
$
|
1.99
|
|
Acquisitions and Divestitures
See Note 16 - "Business Acquisitions and Divestitures" to the Consolidated Financial Statements for discussion.
Certain Regulatory Matters
On August 27, 2026, we received an FDA Warning Letter relating to an inspection in March 2026 of the Pharmaceutics International, Inc. ("Pii") facility in Hunt Valley, Maryland. The letter includes findings related to manufacturing practices and quality systems. All findings relate to Pii and that location, and we do not conduct aseptic filling at any other Jabil location. Since the inspection, management has paused manufacturing at the site, made leadership changes, and launched a comprehensive corrective action plan supported by Jabil's quality, technical, and operational resources, as well as external industry experts. We are working constructively with the FDA as we address the findings and will begin full remediation once the plan is approved.
Liquidity and Capital Resources
We believe that our level of liquidity sources - which includes cash on hand, available borrowings under our revolving credit 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, and cash flows provided by operating activities - and our 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 program, 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 August 31, 2026, we had approximately $1.7 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 August 31, 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)
|
1.700% Senior Notes(1)
|
|
4.250% Senior Notes
|
|
3.950% Senior Notes
|
|
5.450% Senior Notes
|
|
4.200% Senior Notes(1)
|
|
3.600% Senior Notes
|
|
3.000% Senior Notes
|
|
4.750% Senior Notes(1)
|
|
Borrowings under
revolving credit
facilities and other(2)
|
|
Total notes
payable and
credit facilities
|
|
Balance as of August 31, 2024
|
$
|
499
|
|
|
$
|
496
|
|
|
$
|
498
|
|
|
$
|
296
|
|
|
$
|
-
|
|
|
$
|
497
|
|
|
$
|
594
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,880
|
|
|
Borrowings
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,844
|
|
|
1,844
|
|
|
Payments
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,844)
|
|
|
(1,844)
|
|
|
Other
|
-
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
-
|
|
|
1
|
|
|
1
|
|
|
-
|
|
|
-
|
|
|
5
|
|
|
Balance as of August 31, 2025
|
499
|
|
|
497
|
|
|
499
|
|
|
297
|
|
|
-
|
|
|
498
|
|
|
595
|
|
|
-
|
|
|
-
|
|
|
2,885
|
|
|
Borrowings
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
500
|
|
|
-
|
|
|
-
|
|
|
496
|
|
|
1,777
|
|
|
2,773
|
|
|
Payments
|
(500)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,775)
|
|
|
(2,275)
|
|
|
Other
|
1
|
|
|
2
|
|
|
-
|
|
|
1
|
|
|
(3)
|
|
|
-
|
|
|
1
|
|
|
(4)
|
|
|
(2)
|
|
|
(4)
|
|
|
Balance as of August 31, 2026
|
$
|
-
|
|
|
$
|
499
|
|
|
$
|
499
|
|
|
$
|
298
|
|
|
$
|
497
|
|
|
$
|
498
|
|
|
$
|
596
|
|
|
$
|
492
|
|
|
$
|
-
|
|
|
$
|
3,379
|
|
|
Maturity Date
|
Apr 15, 2026
|
|
May 15, 2027
|
|
Jan 12, 2028
|
|
Feb 1, 2029
|
|
Feb 1, 2029
|
|
Jan 15, 2030
|
|
Jan 15, 2031
|
|
Feb 1, 2033
|
|
Jun 18, 2030
|
|
|
|
Original Facility/ Maximum Capacity
|
$500 million
|
|
$500 million
|
|
$500 million
|
|
$300 million
|
|
$500 million
|
|
$500 million
|
|
$600 million
|
|
$500 million
|
|
$4.4 billion(2)
|
|
|
(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 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 August 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. 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 Consolidated Statements of Cash Flows, and have been excluded from the table above.
In the ordinary course of business, we have letters of credit and surety bonds with banks and insurance companies outstanding of $137 million as of August 31, 2026. Unused letters of credit were immaterial as of August 31, 2026. Letters of credit and surety bonds are generally available for draw down in the event we do not perform.
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.
Our Senior Notes and our credit facilities contain various financial and nonfinancial covenants. 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 August 31, 2026, and 2025, we were in compliance with our debt covenants. See Note 7 - "Notes Payable and Long-Term Debt" to the Consolidated Financial Statements for further details.
Global Asset-Backed Securitization Program
Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis. In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis. As these accounts receivable are sold without recourse, we do not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions.
We continue servicing the receivables sold and in exchange receive an immaterial servicing fee under the global asset-backed securitization program. 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. We do not record a servicing asset or liability on the Consolidated Balance Sheets as we estimate that the fee we receive to service these receivables approximates the fair market compensation to provide the servicing activities.
The special purpose entity in the global asset-backed securitization program is a wholly owned subsidiary of the Company and is included in our Consolidated Financial Statements. Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of August 31, 2026.
The global asset-backed securitization program expires in January 2028. Effective August 17, 2026, the terms of the global asset-backed securitization program were amended to increase the maximum amount of net cash proceeds available at any one time from $700 million to $800 million through September 2026 and to $900 million starting in October 2026.
The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $378 million and $372 million as of August 31, 2026, and 2025, respectively. During the fiscal year ended August 31, 2026, we sold $4.5 billion of trade accounts receivable, and we received cash proceeds of $4.5 billion. The receivables that were sold were removed from the Consolidated Balance Sheets and the cash received was included as cash provided by operating activities on the 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 August 31, 2026, and 2025, we were in compliance with all covenants under our global asset-backed securitization program. See Note 8 - "Asset-Backed Securitization Program" to the Consolidated Financial Statements for further details on the program.
Trade Accounts Receivable Sale Programs
We regularly sell designated pools of high credit quality trade accounts receivable under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse. 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 $677 million and $927 million as of August 31, 2026, and 2025, respectively. During the fiscal year ended August 31, 2026, we sold $18.3 billion of trade accounts receivable under these programs and we received cash proceeds of $18.3 billion. The receivables that were sold were removed from the Consolidated Balance Sheets and the cash received was included as cash provided by operating activities on the Consolidated Statements of Cash Flows.
Cash Flows
The following table sets forth selected consolidated cash flow information (in millions):
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Fiscal Year Ended August 31,
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2026
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2025
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2024
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Net cash provided by operating activities
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$
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2,002
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$
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1,640
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$
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1,716
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Net cash (used in) provided by investing activities
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(1,335)
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(714)
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1,351
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Net cash used in financing activities
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(866)
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(1,204)
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(2,668)
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Effect of exchange rate changes on cash and cash equivalents
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5
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10
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(2)
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Net (decrease) increase in cash and cash equivalents
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$
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(194)
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$
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(268)
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$
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397
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Operating Activities
Net cash provided by operating activities during the fiscal year ended August 31, 2026, was primarily due to an increase in accounts payable, accrued expenses and other liabilities and non-cash expenses and net income. Net cash provided by operating activities was partially offset by an increase in inventories, an increase in prepaid expenses and other current assets, 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 in the Intelligent Infrastructure segment. The increase in inventories is primarily driven by timing of customer shipments in the Intelligent Infrastructure segment. 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 contract assets is primarily due to the timing of revenue recognition for the over time customers.
Investing Activities
Net cash used in investing activities during the fiscal year ended August 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 used in financing activities during the fiscal year ended August 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 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 and growth in our Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments and investments in capabilities and targeted end markets. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative, and regulatory factors, among other things.
Dividends and Share Repurchases
Following is a summary of the dividends and share repurchases for the fiscal years indicated below (in millions):
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Dividends Paid(1)
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Share Repurchases(2)
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Total
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Fiscal years 2016 - 2023
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$
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426
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$
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3,079
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$
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3,505
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Fiscal year 2024
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$
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42
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$
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2,500
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$
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2,542
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Fiscal year 2025
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$
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36
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$
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1,000
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$
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1,036
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Fiscal year 2026
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$
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35
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$
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1,060
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$
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1,095
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Total
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$
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539
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$
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7,639
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$
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8,178
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(1)The difference between dividends declared and dividends paid is due to dividend equivalents for unvested restricted stock units that are paid at the time the awards vest.
(2)Excludes commissions and excise taxes.
We currently expect to continue to declare and pay regular quarterly dividends in amounts similar to our past declarations. However, the declaration and payment of future dividends are discretionary and will be subject to determination by our Board of Directors each quarter following its review of our financial performance and global economic conditions.
We repurchase shares of our common stock under share repurchase programs authorized by our Board of Directors. The following Board approved share repurchase programs were executed through a combination of accelerated share repurchase ("ASR") agreements and open market transactions (in millions):
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Board Approval Date
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Amount Authorized
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Shares Repurchased
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Total Cash Utilized
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Remaining Authorization
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Authorization Completion Date
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Amended 2023 Share Repurchase Program
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Q1 FY 2024
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$
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2,500
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20.4
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$
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2,500
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$
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-
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Q1 FY 2025
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2025 Share Repurchase Program
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Q1 FY 2025
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$
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1,000
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6.6
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$
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1,000
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$
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-
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Q4 FY 2025
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2026 Share Repurchase Program
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Q4 FY 2025
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$
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1,000
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4.0
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$
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1,000
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$
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-
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Q4 FY 2026
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2027 Share Repurchase Program(1)
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Q4 FY 2026
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$
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1,500
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1.9
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$
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602
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$
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898
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(1)As of August 31, 2026, 0.2 million shares of common stock had been repurchased for $60 million and $1.4 billion remains available under the 2027 Share Repurchase Program. As of October 20, 2026, 1.9 million shares of common stock had been repurchased for $602 million and $898 million remained available under the 2027 Share Repurchase Program.
Under ASR agreements, we make payments to the participating financial institutions and receive an initial delivery of shares of common stock. The final number of shares of common stock delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of our common stock during the term of the agreements. The initial delivery and final delivery of shares of common stock, results in an immediate reduction of the outstanding shares of common stock used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.
The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):
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Agreement Execution Date
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Agreement Settlement Date
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Agreement Amount
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Initial Shares Delivered
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Additional Shares Delivered
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Total Shares Delivered
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Average Price Paid Per Share
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Q1 FY 2024
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Q1 FY 2024
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$
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500
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3.3
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0.6
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3.9
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$
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128.61
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Q4 FY 2024
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Q1 FY 2025
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$
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555
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4.2
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1.0
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5.2
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$
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107.08
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Q2 FY 2025
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Q3 FY 2025
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$
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310
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1.8
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0.2
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2.0
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$
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154.44
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Q3 FY 2025
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Q4 FY 2025
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$
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309
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1.8
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0.0
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1.8
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$
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171.91
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Q1 FY 2026
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Q2 FY 2026
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(1)
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$
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45
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0.2
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0.0
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0.2
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$
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209.67
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Q2 FY 2026
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Q3 FY 2026
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(2)
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$
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200
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0.8
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0.0
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0.8
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$
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246.29
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Q1 FY 2027
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Q2 FY 2027
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$
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281
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0.8
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(3)
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(3)
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$
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304.41
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(1)In October 2025, we entered into ASR agreements to repurchase $45 million, excluding excise tax, of our common stock. 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 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 our common stock. Under the ASR agreements, we made payments of $200 million to participating financial institutions and received an initial delivery of shares of common stock. In March 2026, the ASR transaction was completed and the final delivery of shares of common stock was received.
(3)In October 2026, we entered into ASR agreements to repurchase $281 million, excluding excise tax, of our common stock. Under the ASR agreements, we made payments of $281 million to participating financial institutions and received an initial delivery of shares of common stock. The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR agreements.
In addition, we repurchased shares of our common stock through the open market as follows (in millions):
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Fiscal Year Ended August 31,
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2026
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2025
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2024
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Shares
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Cost
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Shares
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Cost
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Shares
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Cost
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Open market share repurchases(1)
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3.2
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$
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815
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2.8
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$
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377
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11.3
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$
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1,445
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(1)As of October 20, 2026, 1.1 million shares of common stock had been repurchased for $321 million through open market transactions under the 2027 Share Repurchase Program.
Warrants
On December 27, 2024, we issued a warrant (the "Warrant") to Amazon.com NV Investment Holdings LLC ("Warrantholder") to acquire up to 1,158,539 of our ordinary shares ("Warrant Shares") at an initial exercise price of $137.7671 per share, which is the preceding 30 trading day VWAP. The Warrant allows for cashless exercise and expires December 27, 2031. The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term, with 59,582 of the Warrant Shares having vested upon issuance. As of August 31, 2026, 59,582 Warrant Shares have vested and remain unexercised. See Note 12 - "Stockholders' Equity" to the Consolidated Financial Statements for additional information.
Contractual Obligations
Our contractual obligations as of August 31, 2026, are summarized below. As disclosed below, while we have certain non-cancelable purchase order obligations for property, plant and equipment, we generally do not enter into non-cancelable purchase orders for materials until we receive a corresponding purchase commitment from our customer. Non-cancelable purchase orders do not typically extend beyond the normal lead time of several weeks, at most. Purchase orders beyond this time frame are typically cancellable.
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Payments due by period (in millions)
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Total
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Less than 1
year
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1-3 years
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3-5 years
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After 5 years
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Notes payable and long-term debt
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$
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3,379
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$
|
499
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$
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1,294
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$
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1,094
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$
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492
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Future interest on notes payable and long-term debt(1)
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425
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133
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180
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79
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33
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Operating lease obligations(2)(3)
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785
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138
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228
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167
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252
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Finance lease obligations(2)(3)(4)
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377
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|
99
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116
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52
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110
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Non-cancelable purchase order obligations(5)
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623
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|
388
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204
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31
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-
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Pension and postretirement contributions and payments(6)
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68
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31
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6
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8
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23
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Total contractual obligations(7)
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$
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5,657
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$
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1,288
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$
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2,028
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|
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$
|
1,431
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$
|
910
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(1)Consists of interest on notes payable and long-term debt outstanding as of August 31, 2026.
(2)Excludes $149 million of payments related to leases signed but not yet commenced. Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.
(3)Excludes $452 million of residual value guarantees that could potentially come due in future periods. The Company does not believe it is probable that any amounts will be owed under these guarantees. Therefore, no amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.
(4)Includes $135 million of payments related to a lease with a variable interest entity ("VIE"), for which the Company is not the primary beneficiary. This is also the Company's maximum exposure to loss related to the VIE.
(5)Consists of purchase commitments entered into as of August 31, 2026, primarily for property, plant and equipment and software pursuant to legally enforceable and binding agreements.
(6)Includes the estimated company contributions to funded pension plans during fiscal year 2027 and the expected benefit payments for unfunded pension and postretirement plans from fiscal years 2027 through 2036. These future payments are not recorded on the Consolidated Balance Sheets but will be recorded as incurred.
(7)As of August 31, 2026, we have $159 million recorded as a long-term liability for uncertain tax positions. 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 are not able to reasonably estimate the timing of payments, or the amount by which these liabilities will increase or decrease over time, and accordingly, they have been excluded from the above table.