JBL 10-K & 10-Q changes, risk factors and insider trading
Jabil Inc. · NYSE · Printed Circuit Boards · CIK 898293 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“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, and 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. …”see in full comparison
We rely on information systems, some of which are managed by third parties, to store, process, and transmit confidential information, including financial reporting, inventory management, procurement, invoicing, and electronic communications, belonging to our customers, our suppliers, our employees, and/or us. Any delay or disruption in thesee in full comparisonimplementationoperation of these information systems could result in material adverse consequences, including disruption of operations, loss of information, and unanticipated increases in costs. We monitor and mitigate our exposure to cybersecurity issues and modify our systems when warranted, and we have implementedcertainbusiness continuity items including data backups at alternativesites.sites, multi-factor authentication, regular risk assessment, and other cybersecurity safeguards. Nevertheless, these systems are vulnerable to, and at times have suffered from, among other things, damage from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, terrorist attacks, computer viruses, cyberattacks, and security breaches, ranging from uncoordinated individual attempts to gain unauthorized access to our IT systems to sophisticated and targeted measures. These include industrial espionage attacks, data theft, malware, phishing, ransomware attacks, or other cybersecurity threats or incidents. The increased use of mobile technologies and the internet of things can heighten these and other operational risks. If we, or the third parties who own and operate certain of our information systems, are unable to prevent such breaches, losses of data, and outages, our operations could be disrupted. Also, the time and funds spent on monitoring and mitigating our exposure and responding to breaches, including the training of employees, the purchase of protective technologies and the hiring of additional employees and consultants to assist in these efforts could adversely affect our financial results. The increasing sophistication of cyberattacks requires us to continually evaluate the threat landscape and new technologies and processes intended to detect and prevent these attacks. There can be no assurance that the security measures and systems configurations we choose to implement will be sufficient to protect the data we manage. Any theft or misuse of information resulting from a security breach could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial ramifications under certain customer contract provisions), and poor publicity. Any of these could adversely affect our financial results. The increased use of artificial intelligence (“AI”) technologies in our services and operations may exacerbate these risks. In addition, if any of our contractors, consultants, vendors or service providers use any third-party AI-powered software or other tools in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure of our confidential information through its incorporation into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain or protect, our confidential information, harming our competitive position and business. In addition, we must comply with increasingly complex regulations intended to protect business and personal data in the U.S. and globally. In many cases, these laws apply not only to third-party transactions, but also restrict transfers of personal information among the Company and its international subsidiaries. Several jurisdictions have passed laws in this area, and additional jurisdictions are considering imposing additional restrictions or have laws that are pending. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing requirements causes the Company to incur substantial costs and has required and may in the future require the Company to change its business practices. Compliance with these regulations can be costly and any failure to comply could result in legal and reputational risks as well as penalties, fines and damages that could adversely affect our financial results.
If we are unable to offer technologically advanced, cost effective, quick response manufacturing services that are differentiated from our competition (including utilization of machine learning and artificial intelligence) and adapt those services as our customers’ requirements change, demand for our services will decline. There are significant risks involved in our efforts to keep pace with technological developments and no assurance can be provided that the usage of such technology will enhance our business.see in full comparison
The Organization for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax rate. Many countries, including countries in which we have tax incentives, have enacted or are in the process of enacting laws based on the OECD’s proposals. Our effective tax rate and cash tax liability could be adversely impacted by these rulessee in full comparisonbeginninginfiscal year 2025, with the full impact occurring in subsequentfuture years.
Full comparison: every changed paragraph (10)
If we are unable to offer technologically advanced, cost effective, quick response manufacturing services that are differentiated from our competition (including utilization of machine learning and artificial intelligence) and adapt those services as our customers’ requirements change, demand for our services will decline. There are significant risks involved in our efforts to keep pace with technological developments and no assurance can be provided that the usage of such technology will enhance our business.
We rely on a variety of common carriers across the globe to transport our materials from our suppliers and to our customers. Problems suffered by any of these common carriers, including natural disaster, pandemic, labor problems, increased energy prices, or criminal activity, hashave and could result in shipping delays for products or materials, increased costs, or other supply chain disruptions, and could therefore have a negative impact on our ability to receive products from suppliers and deliver products to customers, resulting in a material adverse effect on our operations.
In particular, a significant portion of our manufacturing, design, support and storage operations are conducted in our facilities in China, and revenues associated with our China operations are important to our success. Therefore, our business, financial condition, and results of operations may be materially adversely affected by economic, political, legal, regulatory, competitive, infrastructure and other factors in China. International trade disputes or political differences with China have and could result in tariffs and other measures that could adversely affect the Company’s business. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement and control over economic growth. In addition, our operations in China are governed by Chinese laws, rule,rules, and regulations, some of which are relatively new. The Chinese legal system continues to rapidly evolve, which may result in uncertainties with respect to the interpretation and enforcement of Chinese laws, rules, and regulations that could have a material adverse effect on our business. China experiences high turnover of direct labor in the manufacturing sector due to the intensely competitive and fluid market for labor, and the retention of adequate labor is a challenge. If our labor turnover rates are higher than we expect, or we otherwise fail to adequately manage our labor needs, then our business and results of operations could be adversely affected. We are also subject to risks associated with our subsidiaries organized in China. For example, regulatory and registration requirements and government approvals affect the financing that we can provide to our subsidiaries. If we fail to receive required registrations and approvals to fund our subsidiaries organized in China, or if our ability to remit currency out of China is limited, then our business and liquidity could be adversely affected.
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, and 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. These increased tariffs have impacted and may continue to impact end, customer demand. If we are unable to fully pass on these costs, our operating results and cash flows could be adversely impacted.
We rely on information systems, some of which are managed by third parties, to store, process, and transmit confidential information, including financial reporting, inventory management, procurement, invoicing, and electronic communications, belonging to our customers, our suppliers, our employees, and/or us. Any delay or disruption in the implementationoperation of these information systems could result in material adverse consequences, including disruption of operations, loss of information, and unanticipated increases in costs. We monitor and mitigate our exposure to cybersecurity issues and modify our systems when warranted, and we have implemented certain business continuity items including data backups at alternative sites.sites, multi-factor authentication, regular risk assessment, and other cybersecurity safeguards. Nevertheless, these systems are vulnerable to, and at times have suffered from, among other things, damage from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, terrorist attacks, computer viruses, cyberattacks, and security breaches, ranging from uncoordinated individual attempts to gain unauthorized access to our IT systems to sophisticated and targeted measures. These include industrial espionage attacks, data theft, malware, phishing, ransomware attacks, or other cybersecurity threats or incidents. The increased use of mobile technologies and the internet of things can heighten these and other operational risks. If we, or the third parties who own and operate certain of our information systems, are unable to prevent such breaches, losses of data, and outages, our operations could be disrupted. Also, the time and funds spent on monitoring and mitigating our exposure and responding to breaches, including the training of employees, the purchase of protective technologies and the hiring of additional employees and consultants to assist in these efforts could adversely affect our financial results. The increasing sophistication of cyberattacks requires us to continually evaluate the threat landscape and new technologies and processes intended to detect and prevent these attacks. There can be no assurance that the security measures and systems configurations we choose to implement will be sufficient to protect the data we manage. Any theft or misuse of information resulting from a security breach could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial ramifications under certain customer contract provisions), and poor publicity. Any of these could adversely affect our financial results. The increased use of artificial intelligence (“AI”) technologies in our services and operations may exacerbate these risks. In addition, if any of our contractors, consultants, vendors or service providers use any third-party AI-powered software or other tools in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure of our confidential information through its incorporation into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain or protect, our confidential information, harming our competitive position and business. In addition, we must comply with increasingly complex regulations intended to protect business and personal data in the U.S. and globally. In many cases, these laws apply not only to third-party transactions, but also restrict transfers of personal information among the Company and its international subsidiaries. Several jurisdictions have passed laws in this area, and additional jurisdictions are considering imposing additional restrictions or have laws that are pending. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing requirements causes the Company to incur substantial costs and has required and may in the future require the Company to change its business practices. Compliance with these regulations can be costly and any failure to comply could result in legal and reputational risks as well as penalties, fines and damages that could adversely affect our financial results.
We provide manufacturing services to companies and industries that have in the past, and may in the future, experience financial difficulty. When customers experience financial difficulty, we have difficulty recovering amounts owed to us from these customers, and demand for our products from these customers sometimes declines. Additionally, if our suppliers experience financial difficulty, we could have difficulty sourcing supplies necessary to fulfill production requirements. When one or more of our customers becomes insolvent or otherwise is unable to pay for the services provided by us on a timely basis, or at all, our operating results and financial condition are adversely affected. Such adverse effects have included and may in the future include one or more of the following: an increase in our provision for doubtful accounts, a charge for inventory writeoffs, an impairment of contract assets, a reduction in revenue, and an increase in our working capital requirements due to higher inventory levels and increases in days our accounts receivable are outstanding. In addition, because we securitize certain of our accounts receivable, our securitization programsprogram could be negatively affected by customer financial difficulty affecting the recovery of a significant amount of receivables.
The Organization for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax rate. Many countries, including countries in which we have tax incentives, have enacted or are in the process of enacting laws based on the OECD’s proposals. Our effective tax rate and cash tax liability could be adversely impacted by these rules beginning in fiscal year 2025, with the full impact occurring in subsequentfuture years.
•impact certain financial covenants that we are subject to in connection with our debt and asset-backed securitization programs.program.
We pay interest on outstanding borrowings under our revolving credit facilities and certain other long term debt obligations at interest rates that fluctuate based upon changes in various base interest rates. An adverse change in the base rates upon which our interest rates are determined has and may continue to have a material adverse effect on our financial position, results of operations and cash flows. If certain economic or fiscal issues occur, interest rates have and could rise, which would increase our interest costs and reduce our net income. Also, increased interest rates could make any future fixed interest rate debt obligations more expensive.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, and human and civil rights, and diversity, equity, and inclusion.rights. In addition, we make statements about our environmental, social, and governance goals and initiatives through our sustainability report. Responding to these environmental, social, and governance considerations and implementation of these goals and initiatives involves risks and uncertainties and requires investments. We cannot guarantee that we will achieve our goals and initiatives. Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state, or international environmental, social, and governance laws and regulations, or meet evolving and variedsometimes conflicting shareholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition, and stock price.
Management's Discussion & Analysis (MD&A)
New heading “Fiscal Year 2026”
Largest changes
“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. In connection with the preparation of the Company’s financial statements for the quarter ended February 29, 2024, we completed an impairment analysis for goodwill recorded within the reporting unit impacted by the divestiture of the Mobility Business. …”see in full comparison
“The acquisition of Pii was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $357 million, including $149 million in intangible assets and $142 million in goodwill, and liabilities assumed of $48 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. …”see in full comparison
“Based on the analysis done to date, 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. …”see in full comparison
“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. …”see in full comparison
“As of August 31, 2023, we determined the Mobility Business met the criteria to be classified as held for sale. Accordingly, we presented the assets and liabilities of the Mobility Business as held for sale in the Consolidated Balance Sheets as of August 31, 2023. Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (91)
On December 29, 2023 (“the Closing Date”), we completed the sale of our product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi (the “Mobility Business”) to an affiliate of BYD Electronic (International) Co. Ltd. (“BYDE”) for pre-tax cash proceeds of approximately $2.2 billion, subject to certain post-closing adjustments.
At August 31, 2024, we had two reporting segments: Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”), 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 EMS segment is focused on leveraging IT, supply chain design, and engineering, technologies largely centered on core electronics, utilizing our large-scale manufacturing infrastructure and our ability to serve a broad range of end markets. Our EMS segment is a high-volume business that produces product at a quicker rate (i.e., cycle time) and in larger quantities and includes customers primarily in the 5G, wireless and cloud, digital print and retail, industrial and semi-capital equipment, and networking and storage industries. Our DMS segment is focused on providing engineering solutions, with an emphasis on material sciences, technologies, and healthcare. Our DMS segment includes customers primarily in the automotive and transportation, connected devices, and healthcare and packaging industries. The DMS segment included the results of the Mobility Business prior to the Closing Date.
BeginningAt SeptemberAugust 1,31, 2024,2025, we reorganized our internal structure to focus on speed, precision, and solutions and as a result of our organizational realignment, we will report our business in the followinghave three reporting segments: Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce. 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 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,automation and robotics, and includes revenues from customers primarily in the connected living and digital commerce industries.
We monitor the current economic environment and its potential impact on both the customers we serve as well as our end marketsend-markets and closely manage our costs and capital resources so that we can try to respond appropriately as circumstances change.
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.
(1)The calculation of these key performance indicators includes assets and liabilities held for sale for the three months ended August 31, 2023.
(43)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, 2024,2025, the increasedecrease in days in accounts receivable from the prior sequential quarter and the three months ended August 31, 2023,2024, was primarily duedriven toby an increase in net revenue and the timing of collections.payments.
(65)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, 2024,2025, the increase in days in accounts payable from the prior sequential quarter and the three months ended August 31, 2023,2024, was primarily due to higher purchases of customer-controlled consignment components and the timing of purchases and cash payments during the quarter.payments.
For further discussion related to impairment analyses performed during fiscal year 2024,2025, and performed inas connectiona with the divestitureresult of the Mobilityorganizational Business,realignment, refer to Note 6 – “Goodwill and Other Intangible Assets” and Note 1714 – “BusinessConcentration Acquisitionsof Risk and DivestituresSegment Data” to the Consolidated Financial Statements.
Net revenue decreasedincreased during the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023.2024. Specifically, the EMSIntelligent Infrastructure segment net revenue decreasedincreased 18%34% primarily due to: (i) a 9%30% increase in revenues from existing customers within our cloud and data center infrastructure business and (ii) a 10% increase in revenues from existing customers within our capital equipment business. The increase was partially offset by a 6% decrease in revenues from existing customers within our 5G, wireless,networking and cloudcommunications business,business. The Connected Living and Digital Commerce segment net revenue decreased 25% due to a 27% decrease in revenues primarily driven by the continueddivestiture transitioningof tothe aMobility customer-controlled consignment model in our cloud business during fiscal year 2024, (ii) a 4% decrease in revenues from existing customersBusiness within our industrialconnected andliving semi-capitalbusiness. equipmentThe business,decrease (iii)was partially offset by a 3%2% decreaseincrease in revenues from existing customers within our digital printcommerce andbusiness. retailThe business,Regulated andIndustries segment net revenue decreased 3% primarily due to: (ivi) a 2% decrease in revenues from existing customers within our networkingautomotive and storage business. The DMS segment net revenue decreased 16% due to: (i) a 13% decrease primarily driven by the divestiture of the Mobility Business, (ii) a 3% decrease in revenues from existing customers within our connected devicestransportation business, and (iiiii) a 1% decrease in revenues from existing customers within our healthcare and packaging business. The decrease is partially offset by a 1% increase in revenues from existing customers within our automotive and transportation business.
On December 29, 2023, we completed the sale of the Mobility Business. See Note 17 – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements for additional information.
(1)Decrease from prior periods iswas primarily driven by domestic revenue growth within our Intelligent Infrastructure segment during the fiscal year ended August 31, 2025 and the divestiture of the Mobility Business during the fiscal year ended August 31, 2024. See Note 17 – “Business Acquisitions and Divestitures” to the Consolidated Financial Statements for additional information.
Gross profit as a percentage of net revenue increaseddecreased for the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023,2024, primarily due to product mix andin depreciationour Connected Living and amortizationDigital forCommerce long-livedand assetsIntelligent relatedInfrastructure to the Mobility Business divestiture no longer being recorded while these assets were classified as held for sale.segments.
Selling, general and administrative expenses decreased during the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023.2024. The decrease is primarily due to: (i) a $17 million decrease in other selling, general and administrative expenses primarily driven by the divestiture of the Mobility Business during the fiscal year ended August 31, 2024, (ii) a $10 million decrease in office and support costs, (iii) a $7 million decrease due to lower salary and salary related expenses.expenses, and (iv) a $4 million decrease in business interruption and impairment charges, net.
Amortization of intangibles increased during the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023,2024, 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 fiscal year ended August 31, 2025 and (ii) amortization related to the Green Point trade name, which was reclassified to a definite-lived intangible asset during fiscal year 2024. The increase is partially offset by certain intangible assets that were fully amortized duringthe fiscal year 2023.ended August 31, 2024.
Restructuring, severance and related charges increaseddecreased during the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023,2024, primarily due to chargeshigher restructuring, severance and related charges, related to the 2024 Restructuring Plan.Plan, during the fiscal year ended August 31, 2024. The decrease is partially offset by increased restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the fiscal year ended August 31, 2025.
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 reflects our intention only and restructuring decisions, including the timing of such decisions, at certain locations remain subject to consultation with our employees and their representatives.
We expect to recognize approximately $200 million in pre-tax restructuring and other related costs related to the 2025 Restructuring Plan. 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.
On September 26, 2023, our Board of Directors approved a restructuring plan to (i) realign our cost base for stranded costs associated with the sale and realignment of the Mobility Business and (ii) optimize our global footprint. This action includes headcount reductions across our Selling, General and Administrative (“SG&A”) cost base and capacity realignment (the “2024 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 SG&A and manufacturing cost base and capacity realignment (the “2025 Restructuring Plan”). The 2025 Restructuring Plan reflects our intention only and restructuring decisions, including the timing of such decisions, at certain locations remain subject to consultation with the Company’s employees and their representatives.
Based on the analysis done to date, 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.
Loss (Gain) from the Divestiture of Businesses
Charges recorded during the fiscal year ended August 31, 2025, relate primarily to a pre-tax loss of $97 million recognized for the divestiture of our operations in Italy. During the fiscal year ended August 31, 2024, we completed the divestiture of the Mobility Business and recorded a pre-tax gain of $942 million. Certain post-closing adjustments were realized in March 2025, which resulted in the recognition of a $54 million pre-tax gain during the fiscal year ended August 31, 2025.
In the second quarter of fiscal year 2024, we completed the divestiture of the Mobility Business. As a result of the transaction, we recorded a pre-tax gain of $942 million, subject to certain post-closing adjustments that are still being finalized.
See Note 17 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.
Acquisition and divestiture related charges recordeddecreased during the fiscal year ended August 31, 2025, compared to the fiscal year ended August 31, 2024, primarily relateddue to transaction and disposal costs incurred in connection with the divestiture of the Mobility Business.Business during the fiscal year ended August 31, 2024. The decrease is partially offset by transaction costs incurred in connection with pursuing acquisition opportunities during the fiscal year ended August 31, 2025.
See Note 17 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.
Loss on Debt ExtinguishmentSecurities
There were no lossesLoss on extinguishment of debtsecurities during the fiscal yearsyear ended August 31, 2024,2025, andrelates 2023.to an impairment of an investment in Preferred Stock.
Other expense increased during the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023,2024, primarily due to an increase in fees primarily duerelated to higher interest ratesutilization on our trade accounts receivable sales programs and global asset-backed securitization program,program. asThe wellincrease aswas higherpartially utilizationoffset ofby ourlower globalinterest asset-backedrates securitizationrelated program.to these programs.
Interest expense, net decreased during the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023,2024, due to lower interest rates and lower borrowings primarily on our credit facilities and commercial paper program. The decrease is partially offset by an increase due to higher interest rates primarily on our credit facilities and commercial paper program.
The effective income tax rate decreaseddiffered for the fiscal year ended August 31, 2024,2025, compared to the fiscal year ended August 31, 2023,2024, primarily due to: (i) a change in the jurisdictional mix of earnings and (ii) the gain from the divestiture of the Mobility Business and corresponding $58 million of income tax expense for the fiscal year ended August 31, 2024, and (ii) an income tax expense of $146 million related to a change in the indefinite reinvestment assertion associated with the divestiture of the Mobility Business for the fiscal year ended August 31, 2023. These decreases were partially offset by a change in the jurisdictional mix of earnings, driven in part by restructuring charges, forduring the fiscal year ended August 31, 2024.
The Organization for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax rate. Many countries, including countries in which we have tax incentives, have enacted or are in the process of enacting laws based on the OECD’s proposals. These tax changes did not have a material impact to our effective income tax rate for the fiscal year ended August 31, 2025.
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, 2025; however, we will continue to monitor developments and evaluate any potential future impacts.
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.
(1)Charges recorded during the fiscal year ended August 31, 2025 and 2024, primarily related to the 2025 Restructuring Plan and 2024 Restructuring Plan.Plan, respectively. Charges recorded during the fiscal year ended August 31, 2023, related to headcount reduction to further optimize our business activities.
(3)Charges recorded during the fiscal year ended August 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 fiscal year ended August 31, 2024, related to costs associated with product quality liabilities,liabilities. whichCharges isrecorded during the fiscal years ended August 31, 2025, and 2024, are classified as a component of cost of revenue and selling, general and administrative expenses in the Consolidated Statements of Operations.
(4)Charges recorded during the fiscal year ended August 31, 2025, relate primarily to a pre-tax loss of $97 million recognized for the divestiture of our operations in Italy. We completed the divestiture of the Mobility Business and recorded a pre-tax gain of $942 million during 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 fiscal year ended August 31, 2025.
(5)Charges recorded during the fiscal year ended August 31, 2025, relate to an impairment of an investment in Preferred Stock.
(4)We completed the divestiture of our Mobility Business and recorded a pre-tax gain of $942 million, subject to certain post-closing adjustments that are still being finalized. We incurred $70 million of acquisition and divestiture related charges during the fiscal year ended August 31, 2024, primarily related to the divestiture of our Mobility Business.
(56)TheTax majorityadjustments 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 thelimitations. adjustmentTax for taxesadjustments for the fiscal year ended August 31, 2024, waswere partially driven by an income tax expense associated with the divestiture of the Mobility Business. The adjustment for taxes for the fiscal year ended August 31, 2023, primarily related to a change in the indefinite reinvestment assertion associated with operations that were classified as held for sale.
Fiscal Year 2026
On September 1, 2025, we completed the acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”) for cash consideration transferred of $134 million. Rebound Technologies is a global supply chain service provider headquartered in the United Kingdom offering end-to-end solutions including global sourcing, data driven analytics, proactive shortage management and obsolescence strategies. The final purchase price is subject to adjustment based on conditions within the purchase agreement.
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 is expected to enhance our existing Regulated Industries service offerings, which includes the development and commercial production of auto-injectors, pen injectors, inhalers, and on-body pumps.
The acquisition of Pii was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $357 million, including $149 million in intangible assets and $142 million in goodwill, and liabilities assumed of $48 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 consolidated financial results beginning on February 3, 2025. Pro forma information has not been provided as the acquisition of Pii is not deemed to be significant.
On October 1, 2024, we completed the acquisition of Mikros Technologies LLC (“Mikros Technologies”) for consideration transferred of $63 million. Mikros Technologies is a leader in the engineering and manufacturing of liquid cooling solutions for thermal management. The final purchase price is subject to adjustment based on certain customary conditions as outlined in the purchase agreement.
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 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.
The acquisition of ProcureAbility was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $87 million, including $40 million in intangible assets and $38 million in goodwill, and liabilities assumed of $26 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 DMSRegulated Industries segment. 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 November 1, 2023. Pro forma information has not been provided as the acquisition of ProcureAbility is not deemed to be significant.
On October 1, 2024, we completed the acquisition of Mikros Technologies LLC for consideration transferred of $62 million. Mikros Technologies LLC is a leader in the engineering and manufacturing of liquid cooling solutions for thermal management. The final purchase price is subject to adjustment based on conditions within the purchase agreement.
We announced on September 26, 2023, that, through our indirect subsidiary, Jabil Circuit (Singapore) Pte. Ltd., a Singapore private limited company (“Singapore Seller”), we agreed to sell the Mobility Business to an affiliate of BYDE for cash consideration of approximately $2.2 billion, subject to certain customary purchase price adjustments.
As of August 31, 2023, we determined the Mobility Business met the criteria to be classified as held for sale. Accordingly, we presented the assets and liabilities of the Mobility Business as held for sale in the Consolidated Balance Sheets as of August 31, 2023. Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary. Depreciation and amortization expense for long-lived assets was not recorded for the period in which these assets were classified as held for sale. The divestiture did not meet the criteria to be reported as discontinued operations, and we continued to report the operating results for the Mobility Business in our Consolidated Statements of Operations in the DMS segment until the Closing Date (defined below).
On DecemberAugust 29,1, 2023,2025, through our indirect subsidiary, Jabil Circuit Italia S.r.l. (the “Closing DateJCI”), we completeddivested theour saleoperations ofin the Mobility Business.Italy. As a result of the transaction, we derecognized net assets of approximately $1.2$36 billionmillion and recorded a pre-tax gainloss of $942 million, subject to certain post-closing adjustments that are still being finalized. 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$97 million during the fiscal year ended August 31, 2024,2025, whichsubject to post-closing adjustments that are includedstill inbeing continuingfinalized. operationsAs inpart of the terms of the agreement, we also paid cash consideration of $63 million to the buyer. The operating results of this business were immaterial to our Consolidatedconsolidated Statementsresults of Operations.operations.
We announced on September 26, 2023, that, through our indirect subsidiary, Jabil Circuit (Singapore) Pte. Ltd., a Singapore private limited company (“Singapore Seller”), we agreed to sell to an affiliate of BYD Electronic (International) Co. Ltd., a Hong Kong limited liability company (“Purchaser” or “BYDE”), the Singapore Seller’s product manufacturing business in Chengdu, including its supporting component manufacturing in Wuxi, (the “Mobility Business”), for cash consideration of approximately $2.2 billion, subject to certain customary purchase price adjustments.
As of August 31, 2023, we determined the Mobility Business met the criteria to be classified as held for sale. Assets and liabilities classified as held for sale had a carrying value less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary. Depreciation and amortization expense for long-lived assets was not recorded for the period in which these assets were classified as held for sale. The divestiture did not meet the criteria to be reported as discontinued operations, and we continued to report the operating results for the Mobility Business in our Consolidated Statements of Operations in the DMS segment until December 29, 2023 (the “Closing Date”).
On 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 fiscal year ended August 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 Consolidated Statements of Operations.
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. In connection with the preparation of the Company’s financial statements for the quarter ended February 29, 2024, we completed an impairment analysis for goodwill recorded within the reporting unit impacted by the divestiture of the Mobility Business. The quantitative assessment was used, and we determined that the fair value of the impacted reporting unit exceeded the carrying value and that no impairment existed immediately prior to or subsequent to divesting the Mobility Business. We allocated goodwill to the disposal group based on the relative fair value of the Mobility Business as compared to the impacted reporting unit.
In the second quarter of fiscal year 2024 and in connection with the divestiture of the Mobility Business, we made a strategic decision that the indefinite-lived (“Green Point”) trade name valued at $51 million acquired during the acquisition of Green Point should no longer be classified as an indefinite-lived intangible asset. Accordingly, prior to reclassifying the trade name to a finite-lived intangible asset, we completed a quantitative assessment for impairment and determined the fair value of the asset exceeded the carrying value. The trade name was assigned a two-year estimated useful life and is being amortized on a straight-line basis as of the Closing Date.
We believe that our level of liquidity sources,sources – which includes cash on hand, available borrowings under our revolving credit facilities 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,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.
(1)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 our $3.2 billion credit agreement dated January 22, 2020.
Interest for borrowings under the Revolving Credit Facility 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.
What changed in the latest 10-Q
Risk Factors
For information regarding risk factors that could affect our business, results of operations, financial condition or future results included in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025. For further information on our forward-looking statements see Part I of this Quarterly Report on Form 10-Q.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Loss on Securities”
Largest changes
On February 20, 2026, the U.S. Supreme Court issued a ruling striking down tariffs imposed under the International Emergency Economic Powerssee in full comparisonAct,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.TheOnglobalApril 20, 2026, the U.S. Customs and Border Protection launched a system to process IEEPA tarifflandscaperefundcontinuesclaims.toTheshiftCompanyrapidly,willwithrecognizechangesrefundsimpactinginbusinessesthe condensed consolidated financial statements as andmarkets aroundwhen theworld.amountsWearecontinueprobabletoandmonitorreasonably estimable. During thesituation,threeincludingmonthsanyendedpotentialMay 31, 2026, the Company began receiving refundsofforsuchIEEPAtariffs,tariffsandpreviouslyevaluatepaid,thewhich did not have a material impact onourthe Company’s results of operations.No potential refunds have been recorded in the Condensed Consolidated Financial Statements as we cannot reasonably estimate the financial impact. For additional information, refer to Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
“The global tariff landscape continues to shift rapidly, with changes impacting businesses and markets around the world. We continue to monitor the situation, including any further refunds, and we do not expect that any further refunds received would have a material impact on the Company’s results of operations. For additional information, refer to Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.”see in full comparison
“(5)Charges recorded during the three months and nine months ended May 31, 2025, related to an impairment of an investment in Preferred Stock.”see in full comparison
“Loss on securities during the three months and nine months ended May 31, 2025, related to an impairment of an investment in Preferred Stock.”see in full comparison
Interest expense, netsee in full comparisonremained relatively consistentincreased during the three months andsixnine months endedFebruaryMay28,31, 2026, compared to the three months andsixnine months endedFebruaryMay28,31,2025.2025, primarily due to higher interest rates on fixed interest rate debt obligations, attributable to the issuance of 4.200% Senior Notes and 4.750% Senior Notes during fiscal year 2026.
Full comparison: every changed paragraph (50)
We conduct our operations in facilities that are located worldwide, including but not limited to China, Malaysia, Mexico, and the United States. We derived a substantial majority, 72.6%75.8% and 72.7%73.8% of net revenue from our international operations for the three months and sixnine months ended FebruaryMay 28,31, 2026. 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.
On February 20, 2026, the U.S. Supreme Court issued a ruling striking down tariffs imposed under the International Emergency Economic Powers Act,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. TheOn globalApril 20, 2026, the U.S. Customs and Border Protection launched a system to process IEEPA tariff landscaperefund continuesclaims. toThe shiftCompany rapidly,will withrecognize changesrefunds impactingin businessesthe condensed consolidated financial statements as and markets aroundwhen the world.amounts Weare continueprobable toand monitorreasonably estimable. During the situation,three includingmonths anyended potentialMay 31, 2026, the Company began receiving refunds offor suchIEEPA tariffs,tariffs andpreviously evaluatepaid, thewhich did not have a material impact on ourthe Company’s results of operations. No potential refunds have been recorded in the Condensed Consolidated Financial Statements as we cannot reasonably estimate the financial impact. For additional information, refer to Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
The global tariff landscape continues to shift rapidly, with changes impacting businesses and markets around the world. We continue to monitor the situation, including any further refunds, and we do not expect that any further refunds received would have a material impact on the Company’s results of operations. For additional information, refer to Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
Refer to Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, for further discussion of the items disclosed in Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations” section as of FebruaryMay 28,31, 2026, contained herein.
(3)Days in accounts receivable is calculated as accounts receivable, net, divided by net revenue multiplied by 90 days. During the three months ended FebruaryMay 28,31, 2026, the decreaseincrease in days in accounts receivable from the prior sequential quarter and the three months ended FebruaryMay 28,31, 2025, was primarily driven by an increase in net revenue and the timing of payments.
(4)Days in inventory is calculated as inventories, net and contract assets divided by cost of revenue multiplied by 90 days. During the three months ended FebruaryMay 28,31, 2026, the increase in days in inventory from the prior sequential quarter was primarily to support expected sales levels in the third quarter of fiscal year 2026. Duringand the three months ended FebruaryMay 28, 2026, the decrease in days in inventory from the three months ended February 28,31, 2025, was primarily driven by higher consumptiontiming of inventorycustomer toshipments supportin salesthe Intelligent Infrastructure segment during the quarter and improved working capital management.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 FebruaryMay 28,31, 2026, the increase in days in accounts payable from the prior sequential quarter,quarter and the three months ended May 31, 2025, was primarily due to timing of purchasespayments andin cashthe paymentsIntelligent Infrastructure segment during the quarter. During the three months ended February 28, 2026, the increase in days in accounts payable from the three months ended February 28, 2025, was primarily due to higher purchases of customer-controlled consignment components and timing of cash payments.
Net revenue increased during the three months ended FebruaryMay 28,31, 2026, compared to the three months ended FebruaryMay 28,31, 2025. Specifically, the Intelligent Infrastructure segment net revenue increased 52%21% primarily due to: (i) a 42%10% increase in revenues from existing customers within our networking and communications business, (ii) a 8% increase in revenues from existing customers within our cloud and data center infrastructure business, and (iiiii) a 5%3% increase in revenues from existing customers within our capital equipment business, and (iii) a 5% increase in revenues from existing customers within our networking and communications business. The Regulated Industries segment net revenue increased 10%4% primarily due to: (i) a 6%4% increase in revenues from existing customers within our automotive and transportation business, (ii) a 3% increase in revenues from existing customers within our renewable energy infrastructure business, and (iii) a 1% increase in revenues from existing customers within our healthcare and packaging business. The Connected Living and Digital Commerce segment net revenue decreasedincreased 8%5% primarily due to a 13% increase in revenues from existing customers within our digital commerce business. The increase was partially offset by a 8% decrease in revenues from existing customers within our connected living business. The decrease was partially offset by a 5% increase in revenues from existing customers within our digital commerce business.
Net revenue increased during the sixnine months ended FebruaryMay 28,31, 2026, compared to the sixnine months ended FebruaryMay 28,31, 2025. Specifically, the Intelligent Infrastructure segment net revenue increased 53%41% primarily due to: (i) a 45%31% increase in revenues from existing customers within our cloud and data center infrastructure business, (ii) a 6% increase in revenues from existing customers within our capital equipment business, and (iii) a 2%5% increase in revenues from existing customers within our networking and communications business.business, The Regulated Industries segment net revenue increased 7% primarily due to:and (iiii) a 3%5% increase in revenues from existing customers within our renewablecapital energyequipment infrastructure,business. The Regulated Industries segment net revenue increased 6% primarily due to: (iii) a 3% increase in revenues from existing customers within our automotive and transportation business, and (iiiii) a 1%3% increase in revenues from existing customers within our healthcarerenewable andenergy packaginginfrastructure business. The Connected Living and Digital Commerce segment net revenue decreased 10%5% primarily due to a 13%11% decrease in revenues from existing customers within our connected living business. The decrease was partially offset by a 3%6% increase in revenues from existing customers within our digital commerce business.
Gross profit as a percentage of net revenue increased for the three months and sixnine months ended FebruaryMay 28,31, 2026, compared to the three months and sixnine months ended FebruaryMay 28,31, 2025, primarily due to product mix.mix in our Intelligent Infrastructure segment.
Selling, general and administrative expenses increased during the three months and six months ended FebruaryMay 28,31, 2026, compared to the three months and six months ended FebruaryMay 28,31, 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”), and Pharmaceutics International, Inc. (“Pii”).
Selling, general and administrative expenses increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 2025, primarily due to an increase in salary and salary related expenses, including salary and salary related expenses resulting from the acquisitions of Hanley, Rebound Technologies and Pharmaceutics International, Inc (“Pii”).
See Note 15 – “Business Acquisitions and Divestitures” to the Condensed Consolidated Financial Statements for additional information.
Research and development expenses remained consistent as a percentage of net revenue during the three months and sixnine months ended FebruaryMay 28,31, 2026, compared to the three months and sixnine months ended FebruaryMay 28,31, 2025.
Amortization of intangibles increased during the three months and six months ended FebruaryMay 28,31, 2026, compared to the three months and six months ended FebruaryMay 28,31, 2025, primarily due to additional amortization associated with intangible assets related to the acquisitions of Hanley,Hanley and Rebound Technologies, and Pii.Technologies. The increase is partially offset by a decrease in amortization related to the Green Point trade name, which was fully amortized during the threesecond monthsquarter endedof Februaryfiscal 28,year 2026.
Amortization of intangibles increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 2025, primarily due to additional amortization associated with intangible assets related to the acquisitions of Hanley, Rebound Technologies, and Pii. The increase is partially offset by a decrease in amortization related to the Green Point trade name, which was fully amortized during the second quarter of fiscal year 2026.
Restructuring, severance, and related charges decreased during the three months and sixnine months ended FebruaryMay 28,31, 2026, compared to the three months and sixnine months ended FebruaryMay 28,31, 2025, primarily due to higher restructuring, severance and related charges, related to the 2025 Restructuring Plan, during the three months and sixnine months ended FebruaryMay 28,31, 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 three months and sixnine months ended FebruaryMay 28,31, 2026.
Loss (Gain) from the Divestiture of Businesses
Gain recorded during the three months and nine months ended May 31, 2025, related primarily to post-closing adjustments associated with the divestiture of the Mobility Business during fiscal year 2024.
Loss from the divestiture of businesses remained relatively consistent during the three months and six months ended February 28, 2026, compared to the three months and six months ended February 28, 2025.
Acquisition and divestiture related charges recordeddecreased during the three months andended sixMay 31, 2026, compared to the three months ended FebruaryMay 28,31, 2026, related2025, primarily due to higher transaction costs incurred in connection with pursuing acquisition opportunities.opportunities Additionally, we recorded $11 million and $8 million, respectively, of gains on forward foreign exchange contracts in connection withduring the acquisitionthree ofmonths Hanley.ended May 31, 2025.
Acquisition and divestiture related charges increased during the nine months ended May 31, 2026, compared to the nine months ended May 31, 2025, primarily due to higher transaction costs incurred in connection with pursuing acquisition opportunities during the nine months ended May 31, 2026. The increase is partially offset by $8 million of gains on forward foreign exchange contracts in connection with the acquisition of Hanley during the nine months ended May 31, 2026.
Loss on Securities
Loss on securities during the three months and nine months ended May 31, 2025, related to an impairment of an investment in Preferred Stock.
Other expense remained relatively consistent during the three months ended May 31, 2026, compared to the three months ended May 31, 2025.
Other expense increased during the three months and sixnine months ended FebruaryMay 28,31, 2026, compared to the three months and sixnine months ended FebruaryMay 28,31, 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 remained relatively consistentincreased during the three months and sixnine months ended FebruaryMay 28,31, 2026, compared to the three months and sixnine months ended FebruaryMay 28,31, 2025.2025, primarily due to higher interest rates on fixed interest rate debt obligations, attributable to the issuance of 4.200% Senior Notes and 4.750% Senior Notes during fiscal year 2026.
The effective income tax rate differed for the three months and sixnine months ended FebruaryMay 28,31, 2026, compared to the three months and sixnine months ended FebruaryMay 28,31, 2025, primarily due to: (i) a change in the jurisdictional mix of earnings, driven in part by strengthened performance in tax jurisdictions with existing valuation allowances for the three and sixnine months ended FebruaryMay 28,31, 2026 and2026, (ii) an $18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the sixnine months ended FebruaryMay 28,31, 2025, and (iii) the post-closing gain adjustments from the divestiture of the Mobility Business recorded during the three months ended May 31, 2025.
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 condensed consolidated financial statements for the three months and sixnine months ended FebruaryMay 28,31, 2026; however, we will continue to monitor developments and evaluate any potential future impacts.
(1)Charges recorded during the three months and sixnine months ended FebruaryMay 28,31, 2026, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies. Charges recorded during the three months and sixnine months ended FebruaryMay 28,31, 2025, primarily related to the 2025 Restructuring Plan.
(2)Charges recorded during the sixnine months ended FebruaryMay 28,31, 2025, related primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St. Petersburg, Florida and Asheville and Hendersonville, North Carolina. Charges are classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
(3)ChargesGain recorded during the three months and sixnine months ended FebruaryMay 28,31, 2026,2025, includerelated $11primarily millionto andpost-closing $8adjustments million, respectively, of gains on forward foreign exchange contracts in connectionassociated with the acquisitiondivestiture of Hanleythe EnergyMobility Group.Business during fiscal year 2024.
(4)Charges recorded during the nine months ended May 31, 2026, include $8 million of gains on forward foreign exchange contracts in connection with the acquisition of Hanley Energy Group.
(5)Charges recorded during the three months and nine months ended May 31, 2025, related to an impairment of an investment in Preferred Stock.
We believe that our level of liquidity sources, which includes cash on hand, available borrowings under our revolving credit facilities or future facilitiesfacilities, receivables financing facility and commercial paper program, additional proceeds available under our global asset-backed securitization program and under our uncommitted trade accounts receivable sale programs, cash flows provided by operating activities and access to the capital markets, will be adequate to fund our capital expenditures, the payment of any declared quarterly dividends, any share repurchases under the approved programs, any potential acquisitions, our working capital requirements and our contractual obligations for the next 12 months and beyond. We continue to assess our capital structure and evaluate the merits of redeploying available cash.
As of FebruaryMay 28,31, 2026, we had approximately $1.8$1.4 billion in cash and cash equivalents, of which a significant portion was held by our foreign subsidiaries. Most of our foreign cash and cash equivalents as of FebruaryMay 28,31, 2026, could be repatriated to the United States without potential tax expense.
(1)On January 23, 2026, we issued $500 million aggregate principal amount of 4.200% Senior Notes due 2029 (the “4.200% Senior Notes”) and $500 million aggregate principal amount of 4.750% Senior Notes due 2033 (the “4.750% Senior Notes”) in an underwritten public offering. We intend to useused 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 FebruaryMay 28,31, 2026, we had $4.2$4.4 billion in available unused borrowing capacity under our revolving credit facilities,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. CommercialUnder 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 borrowingsand the receivables financing facility with an original maturity of 90 days or less are recorded net within the Condensed Consolidated Statements of Cash Flows, and have been excluded from the table above.
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 FebruaryMay 28,31, 2026, and August 31, 2025, we were in compliance with our debt covenants. Refer to Note 6 – “Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements for further details.
The special purpose entity in the global asset-backed securitization program is a wholly owned subsidiary of the Company and is included in our Condensed Consolidated Financial Statements. Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of FebruaryMay 28,31, 2026.
The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $411$298 million and $372 million as of FebruaryMay 28,31, 2026, and August 31, 2025, respectively. During the three months and sixnine months ended FebruaryMay 28,31, 2026, we sold $1.1 billion and $2.1$3.2 billion, respectively, of trade accounts receivable, and we received cash proceeds of $1.1 billion and $2.1$3.2 billion, respectively. The receivables that were sold were removed from the Condensed Consolidated Balance Sheets and the cash received was included as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.
The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Revolving Credit Facility. As of FebruaryMay 28,31, 2026, and August 31, 2025, we were in compliance with all covenants under our global asset-backed securitization program. Refer to Note 7 – “Asset-Backed Securitization Program” to the Condensed Consolidated Financial Statements for further details on the program.
In conjunction with our trade accounts receivable sale programs, we are required to remit amounts collected as a servicer under the trade accounts receivable sale programs to the unaffiliated financial institutions that purchased the receivables. The outstanding balance of receivables sold and not yet collected on accounts where we have continuing involvement was approximately $682$421 million and $927 million as of FebruaryMay 28,31, 2026, and August 31, 2025, respectively. During the three months and sixnine months ended FebruaryMay 28,31, 2026, we sold $4.8$4.2 billion and $8.5$12.7 billion, respectively, of trade accounts receivable under these programs and we received cash proceeds of $4.7$4.2 billion and $8.5$12.7 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.
Net cash provided by operating activities during the sixnine months ended FebruaryMay 28,31, 2026, was primarily due to an increase in accounts payable, accrued expense and other liabilities and non-cash expenses and net income. Net cash provided by operating activities was partially offset by an increase in prepaid expenses and other current assets, an increase in accounts receivable, an increase in inventories, and an increase in contract assets. The increase in accounts payable, accrued expenses and other liabilities is primarily due to the timing of purchases and cash payments. The increase in prepaid expenses and other current assets is primarily driven by the timing of purchasesshipments of customer-controlled consignment components andin the timingIntelligent ofInfrastructure payments.segment. The increase in accounts receivable is primarily driven by the timing of collections. The increase in inventories is primarily todriven supportby expectedthe salestiming levelsof customer shipments in the thirdIntelligent quarterInfrastructure of fiscal year 2026.segment. The increase in contract assets is primarily due to the timing of revenueinvoicing recognitionto forcustomers in the overIntelligent timeInfrastructure customers.segment.
Net cash used in investing activities during the sixnine months ended FebruaryMay 28,31, 2026, consisted primarily of the acquisition of Hanley Energy Group and Rebound Technologies Group Holdings Limited and capital expenditures, principally to support ongoing business in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments, partially offset by proceeds and advances from the sale of property, plant and equipment.
Net cash providedused byin financing activities during the sixnine months ended FebruaryMay 28,31, 2026, was primarily due to (i) borrowings under debt agreements and (ii) net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan. Net cash provided by financing activities was partially offset by (i) payments for debt agreements, (ii) the repurchase of our common stock under our share repurchase authorization, (iii) treasury stock minimum tax withholding related to vesting of restricted stock, and (iv) dividend payments. Net cash used in financing activities 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.
For Fiscal Year 2026, we anticipate our net capital expenditures to be approximatelyin the range of 1.0% to 1.5% of net revenue. As we plan for Fiscal Year 2027, we anticipate our net capital expenditures to be in the range of 1.5% to 2.0% of net revenue. In general, our capital expenditures support ongoing maintenance in our Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce segments and investments in capabilities and targeted end markets. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative, and regulatory factors, among other things.
(1)As of FebruaryMay 28,31, 2026, 2.73.7 million shares had been repurchased for $600$891 million and $400$109 million remained available under the 2026 Share Repurchase Program. As of April 1, 2026, 3.0 million shares had been repurchased for $666 million and $334 million remained available under the 2026 Share Repurchase Program.
(1)As of April 1, 2026, 2.0 million shares had been repurchased for $421 million through open market transactions under the 2026 Share Repurchase Program.
The following table summarizes the Warrant activity for the sixnine months ended FebruaryMay 28,31, 2026:
JBL insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 500 shares, about $149.8K) and open-market sales in 11 filings (8 insiders, 9 trade dates, 27,608 shares, about $8.5M). Net open-market shares: -27,108 (purchases minus sales); net value about -$8.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-18 | Renno Rafael |
Shares withheld for tax | 272 | $301.01 | $81.9K |
| 2026-07-17 | Tyagarajan N. V. |
Open-market purchase | 500 | $299.63 | $149.8K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 232 | $320.59 | $74.4K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 209 | $317.88 | $66.4K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 135 | $319.11 | $43.1K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 115 | $315.05 | $36.2K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 89 | $316.45 | $28.2K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 76 | $325.81 | $24.8K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 76 | $327.51 | $24.9K |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 2 | $330.00 | $660 |
| 2026-07-15 | Schick Gary K. |
Open-market sale | 66 | $322.06 | $21.3K |
| 2026-07-06 | Crowley Matthew |
Open-market sale | 94 | $345.00 | $32.4K |
| 2026-04-30 | Schick Gary K. |
Open-market sale | 1,000 | $340.00 | $340.0K |
| 2026-04-23 | Tyagarajan N. V. |
Grant/award | 600 | — | — |
| 2026-04-23 | Plant John C |
Grant/award | 600 | — | — |
| 2026-04-20 | Priestley Andrew |
Open-market sale | 3,169 | $330.00 | $1.0M |
| 2026-04-17 | Borges Steven D |
Open-market sale | 5,126 | $317.51 | $1.6M |
| 2026-04-16 | Yap May Yee |
Open-market sale | 1,634 | $306.74 | $501.2K |
| 2026-04-13 | Renno Rafael |
Open-market sale | 1,000 | $305.00 | $305.0K |
| 2026-04-10 | Priestley Andrew |
Open-market sale | 4,000 | $301.00 | $1.2M |
| 2026-04-10 | Raymund Steven A |
Gift | 5,120 | — | — |
| 2026-04-10 | Berry Adam E. |
Open-market sale | 1,585 | $301.23 | $477.4K |
| 2026-04-10 | Ansari Anousheh |
Open-market sale | 2,000 | $300.00 | $600.0K |
| 2026-04-09 | Borges Steven D |
Open-market sale | 7,000 | $295.00 | $2.1M |
Well-known investors holding JBL (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| PRIMECAP Management | 2026-06-30 | 3,167,120 | $1.2B | 0.72% | Reduced 3% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 930,900 | $354.2M | 0.12% | Added 228% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 525,810 | $202.7M | 0.31% | Reduced 19% |
| D. E. Shaw & Co. | 2026-06-30 | 359,239 | $138.5M | 0.09% | Added 24% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 227,129 | $87.6M | 0.2% | Reduced 2% |
| Bridgewater Associates | 2026-06-30 | 87,526 | $33.7M | 0.14% | Added 121% |
| Two Sigma Investments | 2026-06-30 | 59,500 | $22.9M | 0.02% | Reduced 61% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 45,503 | $17.5M | 0.01% | Reduced 92% |
| Millennium Management (Israel Englander) | 2026-06-30 | 31,553 | $12.2M | 0.01% | Reduced 63% |
| ARK Investment Management (Cathie Wood) | 2026-06-30 | 245 | $94.4K | 0.0% | Reduced 27% |
| Duquesne Family Office (Stanley Druckenmiller) | 2026-06-30 | 82,200 | $21.8K | — | Sold out |