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What changed in Copart's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Copart's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+216 added−219 removedSource: 10-K (2025-09-26) vs 10-K (2024-09-30)

Top changes in Copart's 2025 10-K

216 paragraphs added · 219 removed · 190 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

56 edited+12 added−10 removed107 unchanged
Biggest changeTo improve the effectiveness of bidding, the VB3 system lets members see the current high bids on the vehicles they want to purchase. The preliminary bidding step is an open bid format similar to eBay ® .
Biggest changeThis technology and model employ a two-step bidding process. The first step is an open preliminary bidding feature that allows members to enter bids over the internet during the preview period. To improve the effectiveness of bidding, the VB3 system lets members see the current high bids on the vehicles they want to purchase.
Our coverage provides our sellers with key advantages, including: • attractiveness and efficiency to buyers, leading to enhanced selling prices for vehicles; • a reduction in administrative time and effort; 5 Table of Contents • a reduction in overall vehicle transportation costs; • convenient local facilities; • improved access to buyers throughout the world; • a prompt response in the event of a natural disaster or other catastrophe; and • consistency in products and services.
Our coverage provides our sellers with key advantages, including: • attractiveness and efficiency to buyers, leading to enhanced selling prices for vehicles; • a reduction in administrative time and effort; • a reduction in overall vehicle transportation costs; • convenient local facilities; 5 Table of Contents • improved access to buyers throughout the world; • a prompt response in the event of a natural disaster or other catastrophe; and • consistency in products and services.
Because our revenues under PIP are directly linked to the vehicle’s sale price, we have an incentive to actively merchandise those vehicles to maximize the net return. We provide the vehicle seller, at our expense, with transportation of the vehicle to our nearest facility. 8 Table of Contents Consignment Program.
Because our revenues under PIP are directly linked to the vehicle’s sale 8 Table of Contents price, we have an incentive to actively merchandise those vehicles to maximize the net return. We provide the vehicle seller, at our expense, with transportation of the vehicle to our nearest facility. Consignment Program.
Value-Added Services We believe that we offer the most comprehensive range of services in our industry, including: • internet bidding, internet proxy bidding, and virtual sales powered by VB3, which enhance the competitive bidding process; • mobile applications, which allow members to search, bid, create watch lists, join auctions, and bid in numerous languages from anywhere; • a tailored experience by way of predictive analytics through collaborative filtering, such as the Recommendations Engine feature that suggests similar makes and models based on a member’s behavior; • Buy It Now, which provides an option to our members to purchase specific pre-qualified vehicles immediately at a set price before the live auction process; • Make An Offer, which provides an option to our members to submit an offer amount on certain selected vehicles and if the offer is accepted, purchase the vehicle before the live auction process; • online payment capabilities via our ePay product, credit cards, and third-party financing programs; • email and text notifications available in numerous languages to potential buyers of vehicles that match desired characteristics; • sophisticated vehicle processing at storage sites, including digital imaging of each vehicle and the scanning of each vehicle’s title and other significant documents such as body shop invoices, all of which are available from us over the internet; • expedited process to assess total loss through our Total Loss Express 360 and Rapid Total Loss AI tools; • title procurement and loan payoff services offered through Title Express; • specialty sales, which allow buyers the opportunity to focus on such select types of vehicles as motorcycles, heavy equipment, boats, recreational vehicles, and rental cars; • interactive online counter-bidding, which allows sellers who have placed a minimum bid or a bid to be approved on a vehicle to directly counter-bid the current high bidder; and • Night Cap sales, which provides an additional opportunity for bidding on vehicles that have not previously achieved their minimum bid.
Value-Added Services We believe that we offer the most comprehensive range of services in our industry, including: • internet bidding, internet proxy bidding, and virtual sales powered by VB3, which enhance the competitive bidding process; • mobile applications, which allow members to search, bid, create watch lists, join auctions, and bid in numerous languages from anywhere; • a tailored experience by way of predictive analytics through collaborative filtering, such as the Recommendations Engine feature that suggests similar makes and models based on a member’s behavior; • Buy It Now, which provides an option to our members to purchase specific pre-qualified vehicles immediately at a set price before the live auction process; • Make An Offer, which provides an option to our members to submit an offer amount on certain selected vehicles and if the offer is accepted, purchase the vehicle before the live auction process; • online payment capabilities via our ePay product, credit cards, and third-party financing programs; • email and text notifications available in numerous languages to potential buyers of vehicles that match desired characteristics; • sophisticated vehicle processing at storage sites, including digital imaging of each vehicle and the scanning of each vehicle’s title and other significant documents such as body shop invoices, all of which are available from us over the internet; • expedited process to assess total loss through our Total Loss Express 360 and Co.ai tools; • title procurement and loan payoff services offered through Title Express; • specialty sales, which allow buyers the opportunity to focus on such select types of vehicles as motorcycles, heavy equipment, boats, recreational vehicles, and rental cars; • interactive online counter-bidding, which allows sellers who have placed a minimum bid or a bid to be approved on a vehicle to directly counter-bid the current high bidder; and • Night Cap sales, which provides an additional opportunity for bidding on vehicles that have not previously achieved their minimum bid.
We provide vehicle sellers with a full range of services to process and sell vehicles primarily over the internet through our Virtual Bidding Third Generation internet auction-style sales technology, which we refer to as VB3. Vehicle sellers consist primarily of insurance companies, but also include dealers, individuals, charities, rental, banks, finance companies, and fleet operators.
We provide vehicle sellers with a full range of services to process and sell vehicles primarily over the internet through our Virtual Bidding Third Generation internet auction-style sales technology, which we refer to as VB3. Vehicle sellers consist primarily of insurance companies, but also include dealers, individuals, charities, rental car companies, banks, finance companies, and fleet operators.
In Germany and Spain, we also derive revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured. We offer integrated services to our vehicle sellers, which allow us to respond to the needs of our sellers and members with maximum efficiency.
In Germany, we also derive revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured. We offer integrated services to our vehicle sellers, which allow us to respond to the needs of our sellers and members with maximum efficiency.
This includes, for our sellers, real-time access to sales data over the internet, the ability to respond on a national scale, and for our members, the implementation of VB3 real-time bidding at substantially all of our facilities, thereby permitting members at any location worldwide to participate in the sales at our yards.
This includes, for our sellers, real-time access to sales data over the internet, the ability to respond on a national scale, and for our members, the implementation of VB3 real-time bidding at substantially all of our facilities, thereby permitting members at any location worldwide to participate in the sales at our facilities.
The first step is an open preliminary bidding feature that allows a member to enter bids either over the internet during the preview days. To improve the effectiveness of bidding, the VB3 system lets a member see the current high bid on the vehicle they want to purchase.
The first step is an open preliminary bidding feature that allows a member to enter bids over the internet during the preview days. To improve the effectiveness of bidding, the VB3 system lets a member see the current high bid on the vehicle they want to purchase.
Proven Ability to Acquire and Integrate Acquisitions We have a proven track record of successfully acquiring and integrating facilities. Since becoming a public company in 1994, we have completed acquisitions of facilities in the U.S., Canada, the U.K., Brazil, the U.A.E., Germany, Finland, and Spain.
Proven Ability to Acquire and Integrate Acquisitions We have a proven track record of successfully acquiring and integrating facilities and companies. Since becoming a public company in 1994, we have completed acquisitions of facilities in the U.S., Canada, the U.K., Brazil, the U.A.E., Germany, Finland, and Spain.
Operating costs consist primarily of: (i) labor (operating personnel at yards); (ii) transportation (miles traveled and fuel rates); (iii) facilities (maintenance, property-related taxes, rent, and insurance); (iv) other (marketing and auction related costs); and (v) costs of vehicles sold.
Operating costs consist primarily of: (i) labor (operating personnel at facilities); (ii) transportation (miles traveled and fuel rates); (iii) facilities (maintenance, property-related taxes, rent, and insurance); (iv) other (marketing and auction-related costs); and (v) costs of vehicles sold.
Geographic information as well as comparative segment revenues and related financial information pertaining to the U.S. and International segments for the years ended July 31, 2024, 2023 and 2022 are presented in the tables in Note 14 — Segments and Other Geographic Reporting , to the Notes to Consolidated Financial Statements, which are included elsewhere in this Form 10-K.
Geographic information as well as comparative segment revenues and related financial information pertaining to the U.S. and International segments for the years ended July 31, 2025, 2024 and 2023 are presented in the tables in Note 14 — Segments and Other Geographic Reporting , to the Notes to Consolidated Financial Statements, which are included elsewhere in this Form 10-K.
Our international network and transportation capabilities provide cost and time savings to our vehicle sellers throughout the U.K. Europe, Canada, Brazil and Middle east market. Vehicle Inspection Stations We offer some of our major insurance company sellers office and yard space to house vehicle inspection stations on-site at our facilities. We have over 100 vehicle inspection stations at our facilities.
Our international network and transportation capabilities provide cost and time savings to our vehicle sellers throughout the U.K., Europe, Canada, Brazil and Middle East market. Vehicle Inspection Stations We offer some of our major insurance company sellers office and facility space to house vehicle inspection stations on-site at our facilities. We have over 100 vehicle inspection stations at our facilities.
Our People and Culture department is dedicated to fostering a culture of growth, collaboration, and employee well-being with a “people first” mindset. We understand that our people are our most valuable asset, and our People and Culture team is committed to providing comprehensive support across various aspects of the employee lifecycle.
Our People and Culture department is dedicated to fostering a culture of growth, collaboration, and employee well-being with a “people first” mindset. We understand that our people are our most valuable asset, and our People and Culture team is committed to providing comprehensive support across various aspects of the employee employment.
Using machine learning, IntelliSeller optimizes the utilization of our vehicle and sales data to determine when to establish minimum bid values and suggest when to re-auction a unit to ensure optimal returns while minimizing cycle time. Estimating Services We offer vehicle sellers in the U.K. estimating services for vehicles taken to our facilities.
Using machine learning, IntelliSeller optimizes the utilization of our vehicle and sales data to determine when to establish minimum bid values and suggest when to re-auction a unit to ensure optimal returns while minimizing cycle time. Estimating Services 7 Table of Contents We offer vehicle sellers in the U.K. estimating services for vehicles taken to our facilities.
Upon acceptance of our offer to purchase their vehicle, we provide them payment for their vehicle and then sell the vehicle on our own behalf. 9 Table of Contents National Powersport Auctions In the U.S., we provide wholesale powersport vehicle remarketing services through live and online auction platforms to dealers, financial institutions and Original Equipment Manufacturers through our subsidiary National Powersport Auctions (“NPA”).
Upon acceptance of our offer to purchase their vehicle, we provide them payment for their vehicle and then sell the vehicle on our own behalf. National Powersport Auctions In the U.S., we provide wholesale powersport vehicle remarketing services through live and online auction platforms to dealers, financial institutions and Original Equipment Manufacturers through our subsidiary National Powersport Auctions (“NPA”).
In the U.K., upon release of interest by the vehicle owner, the insurance company notifies us that the vehicle is available for sale. 4 Table of Contents Generally, sellers of non-salvage vehicles will arrange to deliver the vehicle to one of our locations, although we may offer transportation services to obtain the vehicle.
In the U.K., upon release of interest by the vehicle owner, the insurance company notifies us that the vehicle is available for sale. Generally, sellers of non-salvage vehicles will arrange to deliver the vehicle to one of our locations, although we may offer transportation services to obtain the vehicle.
Vehicle dismantlers, which we believe are the largest group of vehicle buyers, based on volume of vehicles purchased, either dismantle a salvage vehicle and sell parts individually or sell the entire vehicle to rebuilders, used vehicle dealers, or the general public. Vehicle rebuilders and vehicle repair licensees generally purchase salvage vehicles to repair and resell.
Vehicle dismantlers, which we believe are the largest group of vehicle buyers, based on volume of vehicles purchased, either dismantle a salvage vehicle and sell parts individually or sell the entire vehicle to rebuilders, used vehicle dealers, or the general public. Vehicle rebuilders and vehicle repair licensees generally purchase 3 Table of Contents salvage vehicles to repair and resell.
Powersports include for example motorcycles, recreational vehicles, boats and RVs. NPA also offers comprehensive data services including the NPA Value Guide TM , which we believe is the industry’s most accurate wholesale valuation tool. NPA corporate offices are located in San Diego, California; and they operate from locations throughout the United States. Purple Wave Inc.
Powersports include for example motorcycles, recreational vehicles, boats and RVs. NPA also offers comprehensive data services including the NPA Value Guide TM , which we believe is the industry’s most accurate wholesale valuation tool. NPA corporate offices are located in San Diego, California; and they operate from locations throughout the United States. 9 Table of Contents Purple Wave Inc.
We obtained 81%, 83%, and 80% of the total number of vehicles processed during fiscal 2024, 2023, and 2022, respectively, from insurance company sellers. We sell the vehicles principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and to the general public.
We obtained 81%, 81%, and 83% of the total number of vehicles processed during fiscal 2025, 2024, and 2023, respectively, from insurance company sellers. We sell the vehicles principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and to the general public.
These national, regional, and local competitors may have established relationships with vehicle sellers and buyers and may have financial resources that are greater than ours. The largest national or regional vehicle auctioneers in the U.S. include Ritchie Bros. (including its subsidiary Insurance Auto Auctions, Inc.); Carvana, Openlane, Manheim, Inc. and ACV Auctions Inc.
These national, regional, and local competitors may have established relationships with vehicle sellers and buyers and may have financial resources that are greater than ours. The largest national or regional vehicle auctioneers in the U.S. include RB Global (including its subsidiary Insurance Auto Auctions, Inc.), Carvana, Openlane, Manheim, Inc. and ACV Auctions Inc.
Although there are other sellers of vehicles, such as dealers, individuals, charities, rental, banks, finance companies, and fleet operators, our primary sellers of vehicles are insurance companies. 3 Table of Contents The primary buyers of vehicles at our auctions are vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and the general public.
Although there are other sellers of vehicles, such as dealers, individuals, charities, rental car companies, banks, finance companies, and fleet operators, our primary sellers of vehicles are insurance companies. The primary buyers of vehicles at our auctions are vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and the general public.
Our Employee Development and Training Department plays a crucial role in driving organizational growth by equipping our employees with the skills and knowledge they need to succeed. This department designs and delivers comprehensive 12 Table of Contents training from compliance to leadership development.
Our Employee Development and Training Department plays a crucial role in driving organizational growth by equipping our employees with the skills and knowledge they need to succeed. This department designs and delivers comprehensive training from compliance to leadership development.
Premier Member Benefits Premier member benefits include all basic member benefits, as well as, the following: • bid on multiple vehicles at the same time; 10 Table of Contents • get priority placement in phone and chat support; • access the Virtual Queue which provides expedited service at our locations; and • get a complimentary safety vest (one per membership year) and water bottle at our locations.
Premier Member Benefits Premier member benefits include all basic member benefits, as well as, the following: • bid on multiple vehicles at the same time; • get priority placement in phone and chat support; • access the Virtual Queue which provides expedited service at our locations; and • get a complimentary safety vest (one per membership year) and water bottle at our locations. 10 Table of Contents Sales We process vehicles from hundreds of different vehicle sellers.
This includes our investments in equipment and infrastructure which support our overall disaster recovery efforts. For example, we mobilized our people, and engaged with a multitude of service providers to timely retrieve, store, and remarket tens of thousands of flood-damaged vehicles in South Florida in the wake of Hurricane Ian in the fall of 2022.
This includes our investments in equipment and infrastructure which support our overall disaster recovery efforts. For example, we mobilized our people, and engaged with a multitude of service providers to timely retrieve, store, and remarket tens of thousands of flood-damaged vehicles in South Florida in the wake of Hurricanes Helene and Milton in the fall of 2024.
For fiscal 2024, sales of U.S. vehicles, on a unit basis, to members registered outside the state where the vehicle was located accounted for 68.4% of total vehicles sold; of which 30.4% of vehicles were sold to out of state members within the U.S. and 38.0% were sold to International members, based on the IP address utilized during the auction process.
For fiscal 2025, sales of U.S. vehicles, on a unit basis, to members registered outside the state where the vehicle was located accounted for 69.8% of total vehicles sold; of which 31.0% of vehicles were sold to out of state members within the U.S. and 38.8% were sold to International members, based on the IP address utilized during the auction process.
The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues, operating income and income before income taxes. For the year ended July 31, 2024, we generated 81.8% of our revenue in our U.S. segment and 18.2% in our international segment.
The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues, operating income and income before income taxes. For the year ended July 31, 2025, we generated 83.0% of our revenue in our U.S. segment and 17.0% in our international segment.
Additionally, of the approximately 878 employees serving in the U.S. in management roles and above, up to and including executive s, 54% identify as male and 46% identify as female. Of the approximately 4,100 employees based within the International segment, approximately 65% of them identify as male and 35% as female. We also believe our International workforce is ethnically diverse.
Additionally, of the approximately 1,700 employees serving in the U.S. in management roles and above, up to and including executive s, 61% identify as male and 39% identify as female. Of the approximately 4,200 employees based within the International segment, approximately 65% of them identify as male and 35% as female. We also believe our International workforce is ethnically diverse.
We also believe our U.S. workforce is ethnically diverse. As of July 31, 2024, our U.S. workforce consisted of approximately 45% individuals identifying as White, 22% as Hispanic or Latino, 15% as Black or African American, 6% as Asian, 3% as two or more races and 9% as other or as not disclosed.
We also believe our U.S. workforce is ethnically diverse. As of July 31, 2025, our U.S. workforce consisted of approximately 48% individuals identifying as White, 3% as Hispanic or Latino, 14% as Black or African American, 6% as Asian, 3% as two or more races and 26% as other or as not disclosed.
Operating and Growth Strategy Our growth strategy is to increase revenues and profitability by, among other things, (i) acquiring and developing additional vehicle storage facilities in key markets, including foreign markets; (ii) pursuing global, national, and regional vehicle seller agreements; (iii) increasing our service offerings; and (iv) expanding the application of VB3 into new markets.
Proceeds are then collected from the member, typically seller fees are subtracted, and the remainder is remitted to the seller. 4 Table of Contents Operating and Growth Strategy Our growth strategy is to increase revenues and profitability by, among other things, (i) acquiring and developing additional vehicle storage facilities in key markets, including foreign markets; (ii) pursuing global, national, and regional vehicle seller agreements; (iii) increasing our service offerings; and (iv) expanding the application of VB3 into new markets.
At that time, the vehicle information will be uploaded to our system and made available for buyers to review online. The vehicle is then sold at auction on VB3 typically within seven days. Proceeds are then collected from the member, typically seller fees are subtracted, and the remainder is remitted to the seller.
At that time, the vehicle information will be uploaded to our system and made available for buyers to review online. The vehicle is then sold at auction on VB3 typically within seven days.
As of July 31, 2024, we had approximately 11,700 full and part-time employees, of which approximately 65% were located in the U.S. and 35% were located within our International segment. Of the approximately 7,600 full and part-time employees based in the U.S, approximately 53% of them identify as male, 46% as female, and 1% are undisclosed.
As of July 31, 2025, we had approximately 11,600 full and part-time employees, of which approximately 64% were located in the U.S. and 36% were located within our International segment. Of the approximately 7,400 full and part-time employees based in the U.S, approximately 54% of them identify as male, 45% as female, and 1% are undisclosed.
As of July 31, 2024, our International workforce consisted of approximately 49% individuals identifying as White, 37% as Asian, 2% as Black or African, 3% as Hispanic or Latino, 3% as two or more races, 6% as other or as not disclosed.
As of July 31, 2025, our International workforce consisted of approximately 45% individuals identifying as White, 40% as Asian, 5% as Black or African, 3% as Hispanic or Latino, 0% as two or more races, 7% as other or as not disclosed.
The duration of foreign patents varies in accordance with the provisions of applicable local law. We also rely on a combination of trade secret, copyright, and trademark laws, as well as contractual agreements to safeguard our proprietary rights in technology and products.
We also rely on a combination of trade secret, copyright, and trademark laws, as well as contractual agreements to safeguard our proprietary rights in technology and products.
Anyone can go to CashForCars.com; CashForCars.ca; CashForCars.de, CashForCars.co.uk, or Cash-for-cars.ie and arrange to obtain a valid offer to purchase their vehicle.
Cash For Cars We provide the general public with a fast and convenient method to sell their vehicles. Anyone can go to CashForCars.com; CashForCars.ca; CashForCars.de, CashForCars.co.uk, or Cash-for-cars.ie and arrange to obtain a valid offer to purchase their vehicle.
If the vehicle is determined to be a total loss, it is generally assigned to us to sell. 7 Table of Contents End-of-Life Vehicle Processing In the U.K., we are an authorized treatment facility for the disposal of end-of-life vehicles.
Estimating services provide our insurance company sellers repair estimates, which allow the insurance company to determine if the vehicle is a total loss vehicle. If the vehicle is determined to be a total loss, it is generally assigned to us to sell. End-of-Life Vehicle Processing In the U.K., we are an authorized treatment facility for the disposal of end-of-life vehicles.
Members enter the maximum price they are willing to pay for a vehicle and VB3’s BID4U feature incrementally bids on the vehicle on their behalf during all phases of the auction. Preliminary bidding ends at a specified time prior to the start of a second bidding step, an internet-only virtual auction.
The preliminary bidding step is an open bid format similar to eBay ® . Members enter the maximum price they are willing to pay for a vehicle and VB3’s BID4U feature incrementally bids on the vehicle on their behalf during all phases of the auction.
At various times, we may be involved in disputes with governmental officials regarding the development and/or operation of our business facilities. We believe that we are in compliance, in all material respects, with applicable regulatory requirements. We may be subject to similar types of regulations by international, federal, provincial, state, and local governmental agencies in new markets.
At various 13 Table of Contents times, we may be involved in disputes with governmental officials regarding the development and/or operation of our business facilities. We believe that we are in compliance, in all material respects, with applicable regulatory requirements.
For more details regarding our executive compensation, refer to information incorporated by reference from the information set forth under the captions “Executive Compensation” and “Compensation Discussion and Analysis” in our proxy statement.
In that regard, our executive compensation programs place greater weighting on equity compensation than other forms of compensation offered to all employees. For more details regarding our executive compensation, refer to information incorporated by reference from the information set forth under the captions “Executive Compensation” and “Compensation Discussion and Analysis” in our proxy statement.
Salvage Estimation Services We offer Copart ProQuote, a proprietary service that assists sellers in the vehicle claims evaluation process by providing online salvage value estimates, which helps sellers determine whether to repair a vehicle or deem it a total loss.
Salvage Estimation Services We offer Co.ai, a proprietary suite of total loss determination and valuation tools that leverage machine learning and computer vision to assist sellers in the vehicle claims evaluation process by providing online salvage value estimates, which helps sellers determine whether to repair a vehicle or deem it a total loss.
Sales We process vehicles from hundreds of different vehicle sellers. No single customer accounted for more than 10% of our consolidated revenues for fiscal 2024, 2023, or 2022 and our business does not depend on any particular customer to remain profitable.
No single customer accounted for more than 10% of our consolidated revenues for fiscal 2025, 2024, or 2023 and our business does not depend on any particular customer to remain profitable. We obtained 81%, 81%, and 83% of the total number of vehicles processed during fiscal 2025, 2024, and 2023, respectively, from insurance company sellers.
This second step allows bidders the opportunity to bid against each other and the high preliminary bidder. The bidders enter bids via the internet in real time while BID4U submits bids for the high preliminary bidder up to their maximum bid. When bidding stops, a countdown is initiated.
The bidders enter bids via the internet in real time while BID4U submits bids for the high preliminary bidder up to their maximum bid. When bidding stops, a countdown is initiated. If no bids are received during the countdown, the vehicle sells to the highest bidder.
We have a dedicated team of employees in the U.S. that target these dealers and work with them throughout the sales process. Cash For Cars We provide the general public with a fast and convenient method to sell their vehicles.
Copart Dealer Services We provide franchise and independent dealers with a convenient method to sell their trade-ins through any of our facilities. We have a dedicated team of employees in the U.S. that target these dealers and work with them throughout the sales process.
Any such expenditures or liabilities could have a material adverse effect on our consolidated results of operations, financial position, or cash flows. 13 Table of Contents Governmental Regulations Our operations are subject to regulation, supervision and licensing under various international, federal, provincial, state, and local statutes, ordinances and regulations that may impact our capital expenditures, earnings, and competitive position.
Governmental Regulations Our operations are subject to regulation, supervision and licensing under various international, federal, provincial, state, and local statutes, ordinances and regulations that may impact our capital expenditures, earnings, and competitive position.
In fiscal 2023, we opened one new operational facility in Brazil, one new operational facility in Germany, one new operational facility in Canada, and eight new operational facilities in the U.S.
For fiscal 2025, our revenues were $4.6 billion, and our operating income was $1.7 billion. In fiscal 2023, we opened one new operational facility in Brazil, one new operational facility in Germany, one new operational facility in Canada, and eight new operational facilities in the U.S.
In Germany and Spain, we also derive revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured.
In Germany we also derive revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured. Through our VB3 auction platform, our sales process is open to registered buyers (whom we refer to as “members”) anywhere in the world with access to the internet.
The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced.
The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced. Any such expenditures or liabilities could have a material adverse effect on our consolidated results of operations, financial position, or cash flows.
By aligning training initiatives with corporate goals, the team ensures that employees are not only well-prepared to meet current job demands but are also future-ready. Through a blend of in-person sessions and virtual learning opportunities, the Training Department supports and promotes a culture of excellence, innovation, and career progression across the organization.
By aligning training initiatives with corporate goals, the team ensures that employees are not only well-prepared to meet current job demands but are also future-ready.
BluCar We provide financial institutions, fleet and rental car companies with an efficient method to sell their vehicles. We have a dedicated team of employees that support the processing and remarketing of BluCar vehicles. Copart Dealer Services We provide franchise and independent dealers with a convenient method to sell their trade-ins through any of our facilities.
BluCar We provide financial institutions, fleet and rental car companies with an efficient method to sell their vehicles. We have a dedicated team of employees that support the processing of BluCar vehicles which includes market specific services such as asset recovery, comprehensive condition reports and arbitration.
We also believe that it improves the efficiency of our operations by eliminating the expense and capital requirements which would be associated with holding live auctions.
We believe our virtual auction platform increases the pool of available buyers for each sale, which brings added competition and an increase in the amount that buyers are willing to pay for vehicles. We also believe that it improves the efficiency of our operations by eliminating the expense and capital requirements which would be associated with holding live auctions.
In fiscal 2024, we opened three new operational facilities in the U.K., one new operational facility in Spain, one new operational facility in Canada, and four new operational facility in the U.S. Our service revenues consist of auction and auction-related sales transaction fees charged for vehicle remarketing services.
In fiscal 2024, we opened three new operational facilities in the U.K., one new operational facility in Spain, one new operational facility in Canada, and four new operational facility in the U.S. In fiscal 2025, we opened one new operational facility in the U.K., two new operational facilities in Spain, and three new operational facilities in the U.S.
Membership Tiers We now offer three tiers of membership in the U.S. - Guest, Basic, and Premier - for those registering to buy vehicles through Copart.com.
Membership Tiers We now offer three tiers of membership Guest, Basic, and Premier, except for Copart U.K. where we offer only Guest, and Basic.
Intellectual Property and Proprietary Rights In 2008, we obtained a patent issued by the United States Patent and Trademark Office that covers certain aspects of our virtual bidding auction platform, VB3. Generally, patents issued in the U.S. are effective for 20 years from the earliest asserted filing date of the patent application.
We may be subject to similar types of regulations by international, federal, provincial, state, and local governmental agencies in new markets. Intellectual Property and Proprietary Rights In 2008, we obtained a patent issued by the United States Patent and Trademark Office that covers certain aspects of our virtual bidding auction platform, VB3.
The agreements are customized to each vehicle seller’s needs and often provide for the disposition of different types of salvage vehicles by differing methods. Our arrangements generally provide that we will sell total loss and recovered stolen vehicles generated by the vehicle seller in a designated geographic area.
Our arrangements generally provide that we will sell vehicles generated by the vehicle seller in a designated geographic area.
Additionally, of the approximately 508 employees serving Internationally in management roles and above, up to and including executives, 69% identify as male and 31% identify as female. At Copart, our human resources function known as People and Culture, plays a vital role in creating a supportive and productive work environment for all employees.
Within our broader executive management team, comprised of 11 executives with “chief” designations, two c-level executives are women and 5 are ethnically diverse. At Copart, our human resources function known as People and Culture, plays a vital role in creating a supportive and productive work environment for all employees.
In our International markets, our principal competitors are vehicle auction and sales companies, vehicle dismantlers, and privately-held independent remarketers. 11 Table of Contents Management Information Systems Our primary yard management information system consists of a series of IBM AS/400 mainframe computer systems and other servers which run our proprietary software developed to process salvage sales vehicles throughout the auction process.
In our International markets, our principal competitors are vehicle auction and sales companies, vehicle dismantlers, and privately-held independent remarketers. Management Information Systems Our primary management information system runs on a platform called G2, an integrated mesh of proprietary, distributed systems that is based on services architecture and open standards.
Our service offerings include the following: Online Seller Access Through Copart Access, our internet-based service for vehicle sellers, we enable sellers to assign vehicles for sale, check sales calendars, view vehicle images and history, view and reprint body shop invoices and towing receipts, and view the historical performance of the vehicles sold at our sales.
Our service offerings include the following: Online Seller Access Copart Access, our proprietary internet-based service for vehicle sellers, provides a comprehensive suite of tools designed to maximize efficiency and transparency throughout the sales process.
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Through our VB3 auction platform, our sales process is open to registered buyers (whom we refer to as “members”) anywhere in the world with access to the internet. This technology and model employ a two-step bidding process. The first step is an open preliminary bidding feature that allows members to enter bids over the internet during the preview period.
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Preliminary bidding ends at a specified time prior to the start of a second bidding step, an internet-only virtual auction. This second step allows bidders the opportunity to bid against each other and the high preliminary bidder.
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If no bids are received during the countdown, the vehicle sells to the highest bidder. We believe our virtual auction platform increases the pool of available buyers for each sale, which brings added competition and an increase in the amount that buyers are willing to pay for vehicles.
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Our service revenues consist of auction and auction-related sales transaction fees charged for vehicle remarketing services.
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For fiscal 2024, our revenues were $4.2 billion and our operating income was $1.6 billion. In fiscal 2022, we opened one new operational facility in Canada, one new operational facility in Spain, and five new operational facilities in the U.S. We also acquired a parts recycler in the U.K. that has four operating facilities.
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This platform empowers sellers to seamlessly manage their inventory by assigning vehicles for sale, monitoring sales calendars, and accessing detailed vehicle information, including high-resolution images and historical data.
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Estimating services provide our insurance company sellers repair estimates, which allow the insurance company to determine if the vehicle is a total loss vehicle.
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Furthermore, Copart Access streamlines critical administrative functions such as viewing and reprinting body shop invoices and towing receipts, proactively managing the title procurement process, and optimizing total loss determination and management and the handling of unrelated/undisclosed damage.
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We obtained 81%, 83%, and 80% of the total number of vehicles processed during fiscal 2024, 2023, and 2022, respectively, from insurance company sellers. We typically contract with the national, regional or branch office of an insurance company or other vehicle sellers.
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The platform also provides sellers with valuable insights into the historical performance of vehicles sold through our auctions, enabling data-driven decision-making and improved returns.
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This system is integrated with the internet to enable buyers to view salvage vehicles and bid on them. It can also be integrated with the seller’s system and enables the sellers to monitor their vehicles and analyze the progression of vehicles through the auction process. Our VB3 auction platform is served by an array of identical high-density, high-performance servers.
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We typically contract with the national, regional or branch office of an insurance company, fleet, financial institutions, and rental car companies and other vehicle sellers. The agreements are customized to each vehicle seller’s needs and often provide for the disposition of different types of vehicles by differing methods.
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Each individual sale is configured to run on an available server in the array and can be rapidly provisioned to any other available server in the array as required. We have invested in production data centers that are designed to continuously operate to support the business, even in the event of an emergency.
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A portion of the functionality still resides in the legacy system called CAS. 11 Table of Contents Employees from various facilities, support centers and offices around the world access the G2 platform to perform various activities like take pictures, receive vehicles, inventory vehicles, process titles, accept payments, etc.
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The data centers’ electrical and mechanical systems are continually monitored. The data centers are located in areas generally considered to be free of frequent weather-related disasters and earthquakes. We operate fully redundant infrastructure to ensure ongoing operations, even in the event of physical damage to one of our data centers.
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Members access the G2 Platform to search for, view, bid and pay for the vehicles. Sellers integrate their systems with Copart’s G2 Platform via B2B Application Programming Interface “APIs”. They also access G2 to assign vehicles, monitor the progression of a vehicle through the lot processing lifecycle, approve charges or bids and make and receive payments.
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We have a proprietary enterprise operating system that provides multi-language and multi-currency capabilities, thereby facilitating future international expansion. We began using our internally developed proprietary system with our expansion into Spain in fiscal 2016 and Germany in fiscal 2017.
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We have invested in multiple co-located data centers around the world and multiple cloud platforms to create a hybrid infrastructure that provides redundancy and is designed to run continuously, even in the event of an emergency. All our facilities, offices and employees connect to our servers through the internet using publicly available multiple networks, designed to provide redundancy.
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Our executive compensation structure aligns incentives with our company’s strategic growth objectives, including long-term share price appreciation. In that regard, our executive compensation programs place greater weighting on equity compensation than other forms of compensation offered to all employees.
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Additionally, of the approximately 500 employees serving Internationally in management roles and above, up to and including executives, 70% identify as male and 30% identify as female. Our executive leadership team today reflects our commitment to inclusion. Among our three named executive officers (NEOs), our chief executive officer is ethnically diverse, and our chief financial officer is a woman.
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Through a blend of in-person sessions and virtual learning opportunities, the Training Department supports and promotes a culture of excellence, innovation, and career progression across the organization. 12 Table of Contents Our executive compensation structure aligns incentives with our company’s strategic growth objectives, including long-term share price appreciation.
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Generally, patents issued in the U.S. are effective for 20 years from the earliest asserted filing date of the patent application. The duration of foreign patents varies in accordance with the provisions of applicable local law.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+7 added−4 removed155 unchanged
Biggest changeChanges in laws or the interpretation of laws, including foreign laws and regulations, affecting the import and export of vehicles may have an adverse effect on our business and financial condition. 20 Table of Contents Our internet-based auction-style model has allowed us to offer our products and services to international markets and has increased our international buyer base.
Biggest changeOur internet-based auction-style model has allowed us to offer our products and services to international markets and has increased our international buyer base. As a result, foreign importers of vehicles now represent a significant part of our total buyer base.
Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, primarily the Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar could adversely affect our consolidated results of operations and financial position. Item 1B. Unresolved Staff Comments None.
Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, primarily Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar could adversely affect our consolidated results of operations and financial position. Item 1B. Unresolved Staff Comments None.
Factors that may affect our operating results include, but are not limited to, the following: • fluctuations in the market value of salvage and used vehicles; • fluctuations in commodity prices, particularly the per ton price of crushed car bodies; • the impact of foreign exchange gain and loss as a result of international operations; • our ability to successfully integrate our newly acquired operations in international markets and any additional markets we may enter; • the availability of salvage vehicles or other vehicles we sell including the supply of used and salvage vehicles in relation to the supply of new vehicle alternatives; • variations in vehicle accident rates; • variations in total loss frequency rates; • supply chain disruptions; • member participation in the internet bidding process; • delays or changes in state title processing; • changes in international, state or federal laws, regulations, or treaties affecting the vehicles we sell; • changes in the application, interpretation, and enforcement of existing laws, regulations or treaties; • trade disputes and other political, diplomatic, legal, or regulatory developments; 24 Table of Contents • inconsistent application or enforcement of laws or regulations by regulators, governmental or quasi-governmental entities, or law enforcement or quasi-law enforcement agencies, as compared to our competitors; • changes in laws affecting who may purchase the vehicles we sell; • the timing and size of our new facility openings; • the announcement of new vehicle supply agreements by us or our competitors; • the severity of weather and seasonality of weather patterns; • the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our business, operations, and infrastructure; • the availability and cost of general business insurance; • labor costs and collective bargaining; • changes in the current levels of out of state and foreign demand for salvage vehicles; • the introduction of a similar internet product by a competitor; • the ability to obtain or maintain necessary permits to operate; • goodwill impairment; • crimes committed against us, including theft, forgery, and counterfeit payments; • military conflicts, including the Russian invasion of Ukraine and recent events in the Middle East; • bank failures; • natural and man-made disasters; • public health issues, such as COVID-19 and other pandemics; • monetary policy and potential inflation impacts, including any adverse effects of inflation on our cash reserves; and • political issues.
Factors that may affect our operating results include, but are not limited to, the following: • fluctuations in the market value of salvage and used vehicles; • fluctuations in commodity prices, particularly the per ton price of crushed car bodies; • the impact of foreign exchange gain and loss as a result of international operations; • our ability to successfully integrate our newly acquired operations in international markets and any additional markets we may enter; 24 Table of Contents • the availability of salvage vehicles or other vehicles we sell including the supply of used and salvage vehicles in relation to the supply of new vehicle alternatives; • variations in vehicle accident rates; • variations in total loss frequency rates; • supply chain disruptions; • member participation in the internet bidding process; • delays or changes in state title processing; • changes in international, state or federal laws, regulations, or treaties affecting the vehicles we sell; • changes in the application, interpretation, and enforcement of existing laws, regulations or treaties; • trade disputes and other political, diplomatic, legal, or regulatory developments; • inconsistent application or enforcement of laws or regulations by regulators, governmental or quasi-governmental entities, or law enforcement or quasi-law enforcement agencies, as compared to our competitors; • changes in laws affecting who may purchase the vehicles we sell; • the timing and size of our new facility openings; • the announcement of new vehicle supply agreements by us or our competitors; • the severity of weather and seasonality of weather patterns; • the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our business, operations, and infrastructure; • the availability and cost of general business insurance; • labor costs and collective bargaining; • changes in the current levels of out of state and foreign demand for salvage vehicles; • the introduction of a similar internet product by a competitor; • the ability to obtain or maintain necessary permits to operate; • goodwill impairment; • crimes committed against us, including theft, forgery, and counterfeit payments; • military conflicts, including the Russian invasion of Ukraine and recent events in the Middle East; • bank failures; • natural and man-made disasters; • public health issues, such as COVID-19 and other pandemics; • monetary policy and potential inflation impacts, including any adverse effects of inflation and/or interest rates on our cash reserves; and • political issues.
Failure to have sufficient capacity at one or more of our yards could adversely affect our relationships with insurance companies or other sellers of vehicles, which could have an adverse effect on our consolidated results of operations and financial position. 16 Table of Contents Because the growth of our business has been due in large part to acquisitions and development of new facilities, the rate of growth of our business and revenues may decline if we are not able to successfully complete acquisitions and develop new facilities.
Failure to have sufficient capacity at one or more of our facilities could adversely affect our relationships with insurance companies or other sellers of vehicles, which could have an adverse effect on our consolidated results of operations and financial position. 16 Table of Contents Because the growth of our business has been due in large part to acquisitions and development of new facilities, the rate of growth of our business and revenues may decline if we are not able to successfully complete acquisitions and develop new facilities.
In addition, we anticipate our international operations will continue to subject us to a variety of risks associated with operating on an international basis, including: • the difficulty of managing and staffing foreign offices; • the increased travel, infrastructure, and legal compliance costs associated with multiple international locations; • the need to localize our mix of product and service offerings in response to customer requirements, particularly the need to implement our online auction platform in foreign countries; • the need to comply with complex foreign and U.S. laws and regulations that apply to our international operations; • tariffs, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in certain foreign markets; • exposure to foreign currency exchange rate risk, which may have an adverse impact on our revenues and revenue growth rates; • adapting to different business cultures, languages, and market structures, particularly where we seek to implement our auction model in markets where insurers have historically not played a substantial role in the disposition of salvage vehicles; • repatriation of funds currently held in foreign jurisdictions to the U.S., which may result in higher effective tax rates; • military conflicts, including the Russian invasion of Ukraine and recent events in the Middle East; • public health issues, such as the COVID-19 pandemic and other pandemics; • environmental issues; • natural and man-made disasters; and • political issues. 15 Table of Contents As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations.
In addition, we anticipate our international operations will continue to subject us to a variety of risks associated with operating on an international basis, including: • the difficulty of managing and staffing foreign offices; • the increased travel, infrastructure, and legal compliance costs associated with multiple international locations; • the need to localize our mix of product and service offerings in response to customer requirements, particularly the need to implement our online auction platform in foreign countries; • the need to comply with complex foreign and U.S. laws and regulations that apply to our international operations, including changes in laws that may have an adverse effect on our ability to operate our preferred business model in foreign jurisdictions; • tariffs, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in certain foreign markets; • exposure to foreign currency exchange rate risk, which may have an adverse impact on our revenues and revenue growth rates; • adapting to different business cultures, languages, and market structures, particularly where we seek to implement our auction model in markets where insurers have historically not played a substantial role in the disposition of salvage vehicles; • repatriation of funds currently held in foreign jurisdictions to the U.S., which may result in higher effective tax rates; • military conflicts, including the Russian invasion of Ukraine and recent events in the Middle East; • public health issues, such as the COVID-19 pandemic and other pandemics; • environmental issues; • natural and man-made disasters; and • political issues. 15 Table of Contents As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations.
Weather events have had, in certain quarters, an adverse effect on our operating results, in part because of yard capacity constraints in the impacted areas of the U.S. If we lose key management or are unable to attract and retain the talent required for our business, we may not be able to successfully manage our business or achieve our objectives.
Weather events have had, in certain quarters, an adverse effect on our operating results, in part because of facility capacity constraints in the impacted areas of the U.S. If we lose key management or are unable to attract and retain the talent required for our business, we may not be able to successfully manage our business or achieve our objectives.
In many countries outside of the United States, particularly in those with developing economies, it may be common for persons to engage in business practices prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, Brazil Clean Companies Act, India’s Prevention of Corruption Act, 1988 or similar local anti-bribery laws.
In many countries outside of the U.S., particularly in those with developing economies, it may be common for persons to engage in business practices prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, Brazil Clean Companies Act, India’s Prevention of Corruption Act, 1988 or similar local anti-bribery laws.
Although no single customer accounted for more than 10% of our consolidated revenues for fiscal 2024, 2023, or 2022, a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues. Vehicle sellers have terminated agreements with us in the past in particular markets, which has affected revenues in those markets.
Although no single customer accounted for more than 10% of our consolidated revenues for fiscal 2025, 2024, or 2023, a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues. Vehicle sellers have terminated agreements with us in the past in particular markets, which has affected revenues in those markets.
Acquisitions are difficult to identify and complete for a number of reasons, including competition among prospective buyers, the availability of affordable financing in the capital markets and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms.
Acquisitions are difficult to identify and complete for a number of reasons, including competition among prospective buyers, the availability of affordable financing in the capital markets, if necessary, and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms.
For example, we implemented our online system across all of our U.S., Canada, and the U.K. salvage yards between fiscal 2004 and fiscal 2008 and experienced increases in revenues and average selling prices, as well as improved operating efficiencies in those markets.
For example, we implemented our online system across all of our U.S., Canada, and the U.K. salvage facilities between fiscal 2004 and fiscal 2008 and experienced increases in revenues and average selling prices, as well as improved operating efficiencies in those markets.
Our executive officers, directors and their affiliates beneficially own, in the aggregate, more than 10% of our issued and outstanding common stock as of July 31, 2024.
Our executive officers, directors and their affiliates beneficially own, in the aggregate, more than 10% of our issued and outstanding common stock as of July 31, 2025.
In addition, without the consent of these stockholders, we could be delayed or prevented from entering into transactions that could be beneficial to us or our other investors. These stockholders may take these actions even if they are opposed by our other investors.
In addition, without the consent of these stockholders, we could be delayed or prevented from entering into 25 Table of Contents transactions that could be beneficial to us or our other investors. These stockholders may take these actions even if they are opposed by our other investors.
The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and are often not recognized immediately. We may be unable to anticipate these techniques or implement adequate preventative measures and believe that cyber-attacks and threats against us have occurred in the past and are likely to continue in the future.
The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and are often not recognized immediately. We may be unable to anticipate these techniques or implement adequate 22 Table of Contents preventative measures and believe that cyber-attacks and threats against us have occurred in the past and are likely to continue in the future.
In fiscal 2024, we opened three new operational facilities in the U.K., one new operational facility in Spain, one new operational facility in Canada, and four new operational facility in the U.S.
In fiscal 2024, we opened three new operational facilities in the U.K., one new operational facility in Spain, one new operational facility in Canada, and four new operational facility in the U.S. In fiscal 2025, we opened one new operational facility in the U.K., two new operational facilities in Spain, and three new operational facilities in the U.S.
Volatility in fuel, commodity, and used car prices could have a material adverse effect on our revenues and revenue growth rates in future periods. 26 Table of Contents Adverse U.S. and international economic conditions may negatively affect our business, operating results, and financial condition.
Volatility in fuel, commodity, and used car prices could have a material adverse effect on our revenues and revenue growth rates in future periods. Adverse U.S. and international economic conditions may negatively affect our business, operating results, and financial condition.
In some cases, the enforcement practices of governmental regulators in certain foreign areas and the procedural and substantive rights and remedies available to us may vary significantly from those in the United States, which could have an adverse effect on our business.
In some cases, the enforcement practices of governmental regulators in certain foreign areas and the procedural and substantive rights and remedies available to us may vary significantly from those in the U.S., which could have an adverse effect on our business.
In particular, we may not be successful in realizing anticipated synergies from these acquisitions, or we may experience unanticipated costs or expenses integrating the acquired operations into our existing business. We have and may continue to incur substantial expenses establishing new yards and operations, acquiring buyers and sellers, and implementing shared services capabilities in international markets.
In particular, we may not be successful in realizing anticipated synergies from these acquisitions, or we may experience unanticipated costs or expenses integrating the acquired operations into our existing business. We have and may continue to 14 Table of Contents incur substantial expenses establishing new facilities and operations, acquiring buyers and sellers, and implementing shared services capabilities in international markets.
Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in impairment or suspension of our operations and the imposition of penalties and other liabilities.
Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in government investigation or proceedings, which could lead to impairment or suspension of our operations and the imposition of penalties and other liabilities.
There can be no assurance that we will be able to: • continue to acquire additional facilities on favorable terms; • expand existing facilities in no-growth regulatory environments; • obtain or retain buyers, sellers, and sales volumes in new markets or facilities; • increase revenues and profitability at acquired and new facilities; • maintain the historical revenue and earnings growth rates we have been able to obtain through facility openings and strategic acquisitions; • create new vehicle storage facilities that meet our current revenue and profitability requirements; or • obtain necessary regulatory approvals under applicable antitrust and competition laws.
There can be no assurance that we will be able to: • continue to acquire additional facilities on favorable terms; • expand existing facilities in no-growth regulatory environments; • obtain or retain buyers, sellers, and sales volumes in new markets or facilities; • increase revenues and profitability at acquired and new facilities; • maintain the historical revenue and earnings growth rates we have been able to obtain through facility openings and strategic acquisitions related to market share expansion in our core salvage vehicle remarketing business; • create new vehicle storage facilities that meet our current revenue and profitability requirements; • obtain necessary regulatory approvals under applicable antitrust and competition laws; or • identify and complete strategic acquisitions in complementary market segments.
In addition, extreme weather conditions, although they increase the available supply of salvage cars, can have an adverse effect on our operating results. For example, during fiscal 2023, we recognized substantial additional costs associated with Hurricane Ian.
In addition, extreme weather conditions, although they increase the available supply of salvage cars, can have an adverse effect on our operating results. For example, during fiscal 2025, we recognized substantial additional costs associated with Hurricanes Helene and Milton.
If such attacks are not detected immediately, their effect could be compounded.While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of these cyber risks, an insurer may deny or exclude from coverage certain types of claims or our insurance coverage may be insufficient to cover all losses and would not remedy damage to our reputation.
While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of these cyber risks, an insurer may deny or exclude from coverage certain types of claims or our insurance coverage may be insufficient to cover all losses and would not remedy damage to our reputation.
Any failure to maintain the integrity of our systems and infrastructure may result in loss of customers due, among other things, to slow delivery times, unreliable service levels, or insufficient capacity, any of which could have a material adverse effect on our business, consolidated results of operations, and financial position. 23 Table of Contents Rapid technological changes may render our technology obsolete or decrease the competitiveness of our services.
Any failure to maintain the integrity of our systems and infrastructure may result in loss of customers due, among other things, to slow delivery times, unreliable service levels, or insufficient capacity, any of which could have a material adverse effect on our business, consolidated results of operations, and financial position.
To remain competitive, we must continue to enhance and improve the functionality and features of our websites and software. The internet and the online commerce industry are rapidly changing. In particular, the online commerce industry is characterized by increasingly complex systems and infrastructures.
Rapid technological changes may render our technology obsolete or decrease the competitiveness of our services. To remain competitive, we must continue to enhance and improve the functionality and features of our websites and software. The internet and the online commerce industry are rapidly changing. In particular, the online commerce industry is characterized by increasingly complex systems and infrastructures.
Although we face risks associated with international expansion in each of the non-U.S. markets where we operate, our current focus on the German market heightens the risks we face relating to our expansion plans in Germany. In addition, some of our recent acquisitions have required us to integrate non-U.S. companies which had not previously been subject to U.S. law.
Although we face risks associated with international expansion in each of the non-U.S. markets where we operate, recent regulatory proposals in Brazil heighten the risks we face relating to our Brazil operations. In addition, some of our recent acquisitions have required us to integrate non-U.S. companies which had not previously been subject to U.S. law.
We may not be able to pass these costs on to our sellers or buyers. In addition to using independent subhaulers, in the U.S., the U.K. and Germany we utilize a fleet of company trucks to pick up and deliver vehicles to and from our storage facilities in those geographies.
In addition to using independent subhaulers, in the U.S., the U.K., and Germany, we utilize a fleet of company trucks to pick up and deliver vehicles to and from our storage facilities in those geographies.
In addition, we may enter into agreements with third parties regarding the license or other use of our intellectual property. Effective intellectual property protection may not be available in every country in which our products and services are distributed, deployed, or made available. We seek to maintain certain intellectual property rights as trade secrets.
Effective intellectual property protection may not be available in every country in which our products and services are distributed, deployed, or made available. We seek to maintain certain intellectual property rights as trade secrets.
Our internet-based sales model has increased the relative importance of intellectual property assets to our business, and any inability to protect those rights could have a material adverse effect on our business, results of operations, or financial position. 22 Table of Contents Our intellectual property rights include patents relating to our auction technologies, as well as trademarks, trade secrets, copyrights, and other intellectual property rights.
Our internet-based sales model has increased the relative importance of intellectual property assets to our business, and any inability to protect those rights could have a material adverse effect on our business, results of operations, or financial position.
These or other governmental investigations, inquiries, or lawsuits could lead to our incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, and reputational harm to our business, which can impact our ability to attract and retain customers and qualified personnel, as well as restrictions on or added costs for our business operations going forward.
These or other governmental investigations, inquiries, or lawsuits could lead to our incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, and reputational harm to our business, which can impact our ability to attract and retain customers and qualified personnel, as well as restrictions on or added costs for our business operations going forward. 20 Table of Contents Changes in laws or the interpretation of laws, including foreign laws and regulations, affecting the import and export of vehicles may have an adverse effect on our business and financial condition.
We rely primarily upon independent subhaulers to pick up and deliver vehicles to and from our storage facilities in the U.S., Canada, Brazil, the Republic of Ireland, Germany, Finland, the U.A.E., Oman, Bahrain, and Spain. We also utilize, to a lesser extent, independent subhaulers in the U.K.
If we experience problems with our subhaulers and trucking fleet operations, our business could be harmed. We rely primarily upon independent subhaulers to pick up and deliver vehicles to and from our storage facilities in the U.S., Canada, Brazil, the Republic of Ireland, Germany, Finland, the U.A.E., Oman, Bahrain, and Spain.
Our ability to manage growth depends not only on our ability to successfully integrate new facilities, but also on our ability to: • hire, train and manage additional qualified personnel; • establish new relationships or expand existing relationships with vehicle sellers; • identify and acquire or lease suitable premises on competitive terms; • secure adequate capital; • identify productive uses for available capital reserves; and • maintain the supply of vehicles from vehicle sellers.
Our ability to manage growth depends not only on our ability to successfully integrate new facilities, but also on our ability to: • hire, train and manage additional qualified personnel; • establish new relationships or expand existing relationships with vehicle sellers; • identify and acquire or lease suitable premises on competitive terms; • manage overhead expenses and maintain operating efficiencies; • identify productive uses for available capital reserves; and • maintain the supply of vehicles from vehicle sellers. 17 Table of Contents Our inability to control or manage these growth factors effectively could have a material adverse effect on our consolidated results of operations and financial position.
As a result, foreign importers of vehicles now represent a significant part of our total buyer base. As a result, our foreign buyers may be subject to a variety of foreign laws and regulations, including the imposition of import duties by foreign countries.
Our foreign buyers may be subject to a variety of foreign laws and regulations, including the imposition of import duties by foreign countries.
Changes in federal, state and local, or foreign tax laws, changing interpretations of existing tax laws, or adverse determinations by tax authorities could increase our tax burden or otherwise adversely affect our results of operations, and financial condition.
Any such expenditures or liabilities could have a material adverse effect on our consolidated results of operations, financial position, or cash flows. 21 Table of Contents Changes in federal, state and local, or foreign tax laws, changing interpretations of existing tax laws, or adverse determinations by tax authorities could increase our tax burden or otherwise adversely affect our results of operations, and financial condition.
While we believe we comply with all applicable tax laws, rules, and regulations in the relevant jurisdictions, tax authorities may elect to audit us and determine that we owe additional taxes, which could result in a significant increase in our liabilities for taxes, interest, and penalties in excess of our accrued liabilities. 21 Table of Contents New tax legislative initiatives may be proposed from time to time, such as proposals for comprehensive tax reform in the United States, which may impact our effective tax rate and which could adversely affect our tax positions or tax liabilities.
While we believe we comply with all applicable tax laws, rules, and regulations in the relevant jurisdictions, tax authorities may elect to audit us and determine that we owe additional taxes, which could result in a significant increase in our liabilities for taxes, interest, and penalties in excess of our accrued liabilities.
These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and cause us to take other corporate actions the stockholders desire. 25 Table of Contents Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
We may also implement additional or enhanced information systems in the future to accommodate our growth and to provide additional capabilities and functionality. The implementation of new systems and enhancements is frequently disruptive to the underlying business of an enterprise and can be time-consuming and expensive, increase management responsibilities and divert management attention.
The implementation of new systems and enhancements is frequently disruptive to the underlying business of an enterprise and can be time-consuming and expensive, increase management responsibilities and divert management attention.
In the event of another ransomware attack, we could suffer significant financial and reputational harm, regardless of whether we choose to pay the ransom amount. In addition, as cyber-threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
In addition, as cyber-threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Any of the risks described above could materially and adversely affect our consolidated results of operations and financial position.
Our failure to pick up and deliver vehicles in a timely and accurate manner could harm our reputation and brand, which could have a material adverse effect on our business. Further, an increase in fuel cost may lead to increased prices charged by our independent subhaulers, which may significantly increase our cost.
We also utilize, to a lesser extent, independent subhaulers in the U.K. Our failure to pick up and deliver vehicles in a timely and accurate manner could harm our reputation and brand, which could have a material adverse effect on our business.
The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced. Any such expenditures or liabilities could have a material adverse effect on our consolidated results of operations, financial position, or cash flows.
The extent of these costs and risks is difficult to predict and will depend in large part on the extent of new regulations and the ways in which those regulations are enforced.
For example, following adverse weather conditions in a particular area, our yards in that area may fill and limit our ability to accept additional salvage vehicles while we process existing inventories. For example, Hurricane Ida had, in certain quarters, an adverse effect on our operating results, in part because of yard capacity constraints in the impacted areas of the U.S.
For example, following adverse weather conditions in a particular area, our facilities in that area may fill and limit our ability to accept additional salvage vehicles while we process existing inventories.
In addition, the transition to our internally developed proprietary system will continue to require us to commit substantial financial, operational and technical resources before the volume of business increases, without assurance that the volume of business will increase. We began using our internally developed proprietary system with our expansion into Spain in fiscal 2016 and Germany in fiscal 2017.
In addition, the transition to our internally developed proprietary system will continue to require us to commit substantial financial, operational and technical resources before the volume of business increases, without assurance that the volume of business will increase. 23 Table of Contents We may also implement additional or enhanced information systems in the future to accommodate our growth and to provide additional capabilities and functionality.
Any failure to successfully integrate 14 Table of Contents businesses acquired or operational capabilities established outside the U.S. could have an adverse effect on our consolidated results of operations, financial position, or cash flows. We first expanded our operations outside the U.S. in fiscal 2003 with an acquisition in Canada.
Our expansion into markets outside the U.S., including expansions in the U.K., Canada, Europe, Brazil, and the Middle East expose us to risks arising from operating in international markets. Any failure to successfully integrate businesses acquired or operational capabilities established outside the U.S. could have an adverse effect on our consolidated results of operations, financial position, or cash flows.
While we believe these estimates are reasonable based on the information currently available, if actual trends, including the severity of claims and medical cost inflation, differ from our estimates, our results of operations could be impacted.
While we believe these estimates are reasonable based on the information currently available, if actual trends, including the severity of claims and medical cost inflation, differ from our estimates, our results of operations could be impacted. 26 Table of Contents Macroeconomic factors such as fluctuations in fuel prices, commodities as well as used car prices, and vehicle-related technological advances may have an adverse effect on our revenues and operating results, as well as our earnings growth rates.
We regularly evaluate our capacity in all our markets and where appropriate, seek to increase capacity through the acquisition of additional land and yards.
For example, Hurricanes Helene and Milton had, in certain quarters, an adverse effect on our operating results, in part because of facility capacity constraints in the impacted areas of the U.S. We regularly evaluate our capacity in all our markets and where appropriate, seek to increase capacity through the acquisition of additional land and facilities.
We seek to increase our sales and profitability through the acquisition of complementary businesses, additional facilities and the development of new facilities. For example, in fiscal 2022, we opened one new operational facility in Canada, one new operational facility in Spain, and five new operational facilities in the U.S.
We seek to increase our sales and profitability through the acquisition of complementary businesses, additional facilities and the development of new facilities. Historically, the acquisition and development of new facilities has both enabled and resulted from market share gains in our core salvage vehicle remarketing business.
Removed
Our expansion into markets outside the U.S., including expansions in the U.K., Canada, Europe, Brazil, and the Middle East expose us to risks arising from operating in international markets.
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We first expanded our operations outside the U.S. in fiscal 2003 with an acquisition in Canada.
Removed
Our inability to control or manage these growth factors effectively could have a material adverse effect on our consolidated results of operations and financial position. 17 Table of Contents If we experience problems with our subhaulers and trucking fleet operations, our business could be harmed.
Added
Further, an increase in fuel cost may lead to increased prices charged by our independent subhaulers, which may significantly increase our cost. We may not be able to pass these costs on to our sellers or buyers.
Removed
Any of the risks described above could materially and adversely affect our consolidated results of operations and financial position.
Added
New tax legislative initiatives may be proposed from time to time, such as proposals for comprehensive tax reform in the United States, which may impact our effective tax rate and which could adversely affect our tax positions or tax liabilities.
Removed
Macroeconomic factors such as fluctuations in fuel prices, commodities as well as used car prices, and vehicle-related technological advances may have an adverse effect on our revenues and operating results, as well as our earnings growth rates.
Added
If such attacks are not detected immediately, their effect could be compounded.
Added
In the event of another, more serious ransomware attack, we could suffer significant financial and reputational harm, regardless of whether we choose to pay the ransom amount.
Added
Our intellectual property rights include patents relating to our auction technologies, as well as trademarks, trade secrets, copyrights, and other intellectual property rights. In addition, we may enter into agreements with third parties regarding the license or other use of our intellectual property.
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These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and cause us to take other corporate actions the stockholders desire.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition, or results of operations, under the heading “Disruptions to our information technology systems, including failure to prevent outages, maintain security, and prevent unauthorized access to our information technology systems and other 27 Table of Contents confidential information, could disrupt our business and materially and adversely affect our reputation, consolidated results of operations, and financial condition” included as part of our risk factor disclosures included in Item 1A of this report, which disclosures are incorporated by reference herein.
Biggest changeItem 1A in this Annual Report on Form 10-K, including under the heading “Disruptions to our information technology systems, including failure to prevent outages, maintain security, and prevent unauthorized access to our information technology systems and other confidential information, could disrupt our business and materially and adversely affect our reputation, consolidated results of operations, and financial condition.” Governance Our Board of Directors has delegated oversight of our cybersecurity program to our Audit Committee, and this oversight responsibility is reflected in our Audit Committee charter.
We use the National Institute for Standards in Technology (NIST) security framework to evaluate our cybersecurity controls, which we work to continuously enhance.
We use the National Institute for Standards in Technology security framework to evaluate our cybersecurity controls, which we work to continuously enhance. We face a number of cybersecurity risks in connection with our business.
Our management team is responsible for assessing and managing our material risks from cybersecurity threats, and has appointed a chief information security officer to lead our global cybersecurity organization for this purpose.
Our Audit Committee is comprised solely of independent directors, with one member who is a subject matter expert in technology and cybersecurity. Our management team is responsible for assessing and managing our material risks from cybersecurity threats, and has appointed a chief information security officer to lead our global cybersecurity organization for this purpose.
Defense in depth is a strategy of layered security, in which we employ a variety of overlapping controls, tools, and processes to defend against threat actors. Resilience is a strategy focused on business continuity and disaster recovery, with the goal of rapidly restoring, rebuilding, and recovering from any adverse cyber impacts to our business.
Resilience is a strategy focused on business continuity and disaster recovery, with the goal of rapidly restoring, rebuilding, and recovering from any adverse cyber impacts to our business.
Our Audit Committee also receives a detailed presentation from our chief information security officer on our cybersecurity program annually, which includes the results of an external third-party assessment. Our Audit Committee is comprised solely of independent directors, with one member who is a subject matter expert in technology and cybersecurity.
Our Audit Committee receives quarterly updates from our chief information security officer on the status of these programs. Our Audit Committee also receives a detailed presentation from our chief information security officer on our cybersecurity program annually, which includes the results of an external third-party assessment.
Through strategic investments over several years, we have established and enhanced a comprehensive cybersecurity program consisting of security toolsets, people, policies, and contracted third-party service providers that provide technical, organizational, and administrative safeguards to protect against and timely respond to cybersecurity threats and incidents. Our cybersecurity strategy is based foremost on defense in depth, and secondarily on resilience.
Our focused review involves internal assessment by our cybersecurity team, as well as external review by a cybersecurity consulting services firm, to evaluate our cybersecurity program and our capacity to defend against and respond to potential cybersecurity threats. 27 Table of Contents Through strategic investments over several years, we have established and enhanced a comprehensive cybersecurity program consisting of security toolsets, people, policies, and contracted third-party service providers that provide technical, organizational, and administrative safeguards to protect against and timely respond to cybersecurity threats and incidents.
Removed
Our focused review involves internal assessment by our cybersecurity team, as well as external review by a cybersecurity consulting services firm, to evaluate our cybersecurity program and our capacity to defend against and respond to potential cybersecurity threats.
Added
Our cybersecurity strategy is based foremost on defense in depth, and secondarily on resilience. Defense in depth is a strategy of layered security, in which we employ a variety of overlapping controls, tools, and processes to defend against threat actors.
Removed
Governance Our Board of Directors has delegated oversight of our cybersecurity program to our Audit Committee, and this oversight responsibility is reflected in our Audit Committee charter. Our Audit Committee receives quarterly updates from our chief information security officer on the status of these programs.
Added
Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, we have experienced threats to our data and systems in the past, including malware and viruses. For a description of the risks we face from cybersecurity threats that may affect us and how, see our risk factors under Part 1.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn Spain, we own one operating facility and lease four additional storage locations. Purple Wave leases one location in Manhattan Kansas. We believe that our existing facilities are adequate to meet current requirements and that suitable additional or substitute space will be available as needed to accommodate any expansion of operations and additional offices on commercially acceptable terms.
Biggest changeWe believe that our existing facilities are adequate to meet current requirements and that suitable additional or substitute space will be available as needed to accommodate any expansion of operations and additional offices on commercially acceptable terms.
Item 2. Properties Our corporate headquarters is located in Dallas, Texas. In the U.S., we own or lease facilities in every state. In Canada, we own or lease facilities in the provinces of Ontario, Quebec, Alberta, Nova Scotia, British Columbia, Newfoundland, and New Brunswick. In the U.K., we own or lease twenty-two operating facilities.
Item 2. Properties Our corporate headquarters is located in Dallas, Texas. We have 281 total operating facilities globally. In the U.S., we own or lease facilities in every state. In Canada, we own or lease facilities in the provinces of Ontario, Quebec, Alberta, Nova Scotia, British Columbia, Newfoundland, and New Brunswick.
In Brazil, we own or lease fourteen operating facilities. In the Republic of Ireland, we own one operating facility. In the U.A.E., Oman, and Bahrain, we lease one operating facility in each country. In Finland, we own or lease four operating facilities. In Germany, we own or lease eleven operating facilities.
In the U.K., we own or lease twenty-two operating facilities. In Brazil, we own or lease twenty-three operating facilities. In the Republic of Ireland, we own one operating facility. In the U.A.E., Oman, and Bahrain, we lease one operating facility in each country. In Finland, we own or lease four operating facilities.
Added
In Germany, we own or lease nine operating facilities. In Spain, we own eight operating facilities and lease three additional storage locations. Purple Wave leases one location in Manhattan Kansas.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosure 28 PART II 29 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. Reserved 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41 Item 8.
Biggest changeItem 4. Mine Safety Disclosure 28 PART II 29 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. Reserved 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuances of Unregistered Securities Except for the issuance of 2.5 million restricted shares of our common stock in connection with the acquisition of a controlling ownership interest in Purple Wave Inc. during the current year, there were no issuances of unregistered securities in the year ended July 31, 2024. 29 Table of Contents Performance Graph Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information relating to the price performance of our common stock shall not be deemed “filed” with the SEC or “Soliciting Material” under the Exchange Act, or subject to Regulation 14A or 14C, or to liabilities of Section 18 of the Exchange Act except to the extent we specifically request that such information be treated as soliciting material or to the extent we specifically incorporate this information by reference.
Biggest changePerformance Graph Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information relating to the price performance of our common stock shall not be deemed “filed” with the SEC or “Soliciting Material” under the Exchange Act, or subject to Regulation 14A or 14C, or to liabilities of Section 18 of the Exchange Act except to the extent we specifically request that such information be treated as soliciting material or to the extent we specifically incorporate this information by reference.
For fiscal years 2024, 2023, and 2022, we did not repurchase any shares of our common stock under the program. As of July 31, 2024, the total number of shares repurchased under the program was 458,196,792, and subject to applicable limitations under Delaware law, 325,803,208 shares were available for repurchase under our program.
For fiscal years 2025, 2024, and 2023, we did not repurchase any shares of our common stock under the program. As of July 31, 2025, the total number of shares repurchased under the program was 458,196,792, and subject to applicable limitations under Delaware law, 325,803,208 shares were available for repurchase under our program.
In fiscal 2024, certain employees held stock option awards that could be exercised through a cashless exercise. For the years ended July 31, 2024, 2023 and 2022, no employee exercised stock options through a cashless exercise. If exercised a portion of the options exercised will net settled in satisfaction of the exercise price and employees’ statutory withholding requirements.
In fiscal 2025, certain employees held stock option awards that could be exercised through a cashless exercise. For the years ended July 31, 2025, 2024 and 2023, no employee exercised stock options through a cashless exercise. If exercised a portion of the options exercised will be net settled in satisfaction of the exercise price and employees’ statutory withholding requirements.
No dividends have been declared on our common stock. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns. Copyright© 2024 Standard & Poor's, a division of S&P Global. All rights reserved.
No dividends have been declared on our common stock. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns. Copyright© 2025 Standard & Poor's, a division of S&P Global. All rights reserved.
The following is a line graph comparing the cumulative total return to stockholders of our common stock at July 31, 2024 since July 31, 2019, to the cumulative total return over such period of (i) the NASDAQ Composite Index, (ii) the NASDAQ Industrial Index, and (iii) the S&P 500 Index.
The following is a line graph comparing the cumulative total return to stockholders of our common stock at July 31, 2025 since July 31, 2020, to the cumulative total return over such period of (i) the NASDAQ Composite Index, (ii) the NASDAQ Industrial Index, and (iii) the S&P 500 Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information As of July 31, 2024, there were 962,967,011 shares of our common stock issued and outstanding. Our common stock has been quoted on the NASDAQ Global Select Market under the symbol “CPRT” since March 17, 1994.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information As of July 31, 2025, there were 967,478,690 shares of our common stock issued and outstanding. Our common stock has been quoted on the NASDAQ Global Select Market under the symbol “CPRT” since March 17, 1994.
The Second Amended and Restated Credit Agreement (as defined below) to which we are a party contains customary affirmative and negative covenants, including covenants that limit or restrict us and our subsidiaries’ ability to, among other things, pay dividends, subject to certain exceptions.
Our Second Amended and Restated Credit Agreement (as defined below) contains customary affirmative and negative covenants, including covenants that limit or restrict us and our subsidiaries’ ability to, among other things, pay dividends, subject to certain exceptions.
As of September 26, 2024, we had 765 holders of record of our common stock. On July 31, 2024, the last reported sale price of our common stock on the NASDAQ Global Select Market was $52.33 per share.
As of September 25, 2025, we had 714 holders of record of our common stock. On July 31, 2025, the last reported sale price of our common stock on the NASDAQ Global Select Market was $45.33 per share.
For further detail see Notes to Consolidated Financial Statements, Note 9 – Long-Term Debt and Note 12 — Stockholders’ Equity and under the subheadings “ Credit Agreement ” and “ Note Purchase Agreement ” in the Liquidity and Capital Resources sections of this Annual Report on Form 10-K .
For further detail see Notes to Consolidated Financial Statements, Note 9 – Long-Term Debt and Note 12 — Stockholders’ Equity and under the subheadings “ Credit Agreement ” in the Liquidity and Capital Resources sections of this Annual Report on Form 10-K . 29 Table of Contents Issuances of Unregistered Securities There were no issuance of unregistered securities in the year ended July 31, 2025.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Copart, Inc., the NASDAQ Composite Index, the NASDAQ Industrial Index, and the S&P 500 Index Fiscal Year Ended July 31, 2019 2020 2021 2022 2023 2024 Copart, Inc. $ 100.00 $ 120.28 $ 189.60 $ 165.23 $ 228.01 $ 269.99 NASDAQ Composite $ 100.00 $ 132.78 $ 182.62 $ 155.31 $ 181.43 $ 224.29 NASDAQ Industrial $ 100.00 $ 135.15 $ 169.19 $ 138.31 $ 144.50 $ 152.36 S&P 500 Index $ 100.00 $ 111.96 $ 152.76 $ 145.67 $ 164.63 $ 201.10 * Assumes that $100.00 was invested on July 31, 2019 in our common stock, in the NASDAQ Composite Index, the NASDAQ Industrial Index, and the S&P 500 Index and that all dividends were reinvested.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Copart, Inc., the NASDAQ Composite Index, the NASDAQ Industrial Index, and the S&P 500 Index Fiscal Year Ended July 31, 2020 2021 2022 2023 2024 2025 Copart, Inc. $ 100.00 $ 157.64 $ 137.37 $ 189.58 $ 224.47 $ 194.45 NASDAQ Composite $ 100.00 $ 137.53 $ 116.97 $ 136.63 $ 168.91 $ 204.14 NASDAQ Industrial $ 100.00 $ 125.18 $ 102.33 $ 106.91 $ 112.73 $ 135.38 S&P 500 Index $ 100.00 $ 136.45 $ 130.12 $ 147.05 $ 179.62 $ 208.96 * Assumes that $100.00 was invested on July 31, 2020 in our common stock, in the NASDAQ Composite Index, the NASDAQ Industrial Index, and the S&P 500 Index and that all dividends were reinvested.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables set forth operational facilities that we have opened and are now operational from August 1, 2021 through July 31, 2024: United States Locations Date Mobile South, Alabama August 2021 Madison, Wisconsin October 2021 Augusta, Georgia April 2022 Milwaukee South, Wisconsin May 2022 Punta Gorda, Florida June 2022 Anchorage, Alaska August 2022 Rapid City, South Dakota August 2022 Kansas City, Missouri September 2022 Grenada, Mississippi January 2023 Windham, New England March 2023 Las Vegas West, Nevada June 2023 Akron, Ohio July 2023 Wayland, Michigan July 2023 Rutland, Vermont August 2023 Phoenix, Arizona November 2023 Austin, Texas June 2024 Casper, Wyoming July 2024 International Locations Geographic Service Area Date Barcelona, Spain Spain September 2021 Halifax, Novia Scotia Canada April 2022 Brasília, Brazil Brazil September 2022 Büdingen, Hesse Germany January 2023 Ottawa, Ontario Canada February 2023 Corby, England United Kingdom October 2023 Glasgow, Scotland United Kingdom December 2023 Alhendin, Granada Spain January 2024 Gloucester, England United Kingdom March 2024 Barcelona, Spain Spain May 2024 Cookstown, Ontario Canada July 2024 33 Table of Contents The following table sets forth the operational facilities obtained through business acquisitions from August 1, 2021 through July 31, 2024: Locations Geographic Service Area Date Skelmersdale, England United Kingdom July 2022 Dumfries, England United Kingdom July 2022 In October 2023, we acquired a controlling interest in Purple Wave, an online offsite heavy equipment auction company headquartered in Manhattan Kansas.
Biggest changeThe following tables set forth operational facilities that we have opened and are now operational from August 1, 2022 through July 31, 2025: United States Locations Date Anchorage, Alaska August 2022 Rapid City, South Dakota August 2022 Kansas City, Missouri September 2022 Grenada, Mississippi January 2023 Windham, New England March 2023 Las Vegas West, Nevada June 2023 Akron, Ohio July 2023 Wayland, Michigan July 2023 Rutland, Vermont August 2023 Phoenix, Arizona November 2023 Austin, Texas June 2024 Casper, Wyoming July 2024 Napa, California October 2024 Laurel, Maryland November 2024 Chicago, Illinois May 2025 International Locations Geographic Service Area Date Brasília, Brazil Brazil September 2022 Büdingen, Hesse Germany January 2023 Ottawa, Ontario Canada February 2023 Corby, England United Kingdom October 2023 Glasgow, Scotland United Kingdom December 2023 Alhendin, Granada Spain January 2024 Gloucester, England United Kingdom March 2024 Barcelona, Spain Spain May 2024 Cookstown, Ontario Canada July 2024 St.
The primary source of our liquidity is our cash and cash equivalents and our revolving credit commitments under the Second Amended and Restated Credit Agreement (the “Revolving Loan Facility.”).
The primary source of our liquidity is our cash and cash equivalents and our revolving credit commitments under our Second Amended and Restated Credit Agreement (the “Revolving Loan Facility.”).
The Second Amended and Restated Credit Agreement provides for a revolving loan facility of $1.250.0 million maturing on December 21, 2026 (including up to $550.0 million equivalent of borrowings in the Pounds Sterling, European Union Euro and Canadian dollars) with a $150.0 million equivalent sub-facility available to CPRT GmbH, a $150.0 million equivalent sub-facility available to Copart Autos España, S.L.U. and a $250.0 million sub-facility available to Copart UK Limited.
The Second Amended and Restated Credit Agreement provides for a revolving loan facility of $1,250.0 million maturing on December 21, 2026 (including up to $550.0 million equivalent of borrowings in Pounds Sterling, European Union Euro and Canadian dollars) with a $150.0 million equivalent sub-facility available to CPRT GmbH, a $150.0 million equivalent sub-facility available to Copart Autos España, S.L.U. and a $250.0 million sub-facility available to Copart UK Limited.
We provide vehicle sellers with a full range of services to process and sell vehicles primarily over the internet through our Virtual Bidding Third Generation internet auction-style sales technology, which we refer to as VB3. Vehicle sellers consist primarily of insurance companies, but also include dealers, individuals, charities, rental, banks, finance companies, and fleet operators.
We provide vehicle sellers with a full range of services to process and sell vehicles primarily over the internet through our Virtual Bidding Third Generation internet auction-style sales technology, which we refer to as VB3. Vehicle sellers consist primarily of insurance companies, but also include dealers, individuals, charities, rental car companies, banks, finance companies, and fleet operators.
No provision for returns has been established, as all sales are final with no right of return or warranty, except for separately identified vehicles subject to the arbitration policy, although we provide for expected credit losses in the case of non-performance by our buyers or sellers.
No provision for returns has been established, as all sales are final with no right of return or warranty, except for separately identified vehicles subject to an arbitration policy, although we provide for expected credit losses in the case of non-performance by our buyers or sellers.
This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statement.
This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statements.
These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materiality from those contained in or implied by these forward-looking statements.
These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.
Our capital expenditures are primarily related to acquiring land, opening and improving facilities, capitalized software development costs for new software for internal use and major software enhancements, acquiring yard equipment, and lease buyouts of certain facilities. We continue to develop, expand, and invest in new and existing facilities and standardize the appearance of existing locations.
Our capital expenditures are primarily related to acquiring land, opening and improving facilities, capitalized software development costs for new software for internal use and major software enhancements, acquiring facility equipment, and lease buyouts of certain facilities. We continue to develop, expand, and invest in new and existing facilities and standardize the appearance of existing locations.
The primary factors affecting cash operating results are: (i) seasonality; (ii) market wins and losses; (iii) supplier mix; (iv) accident frequency; (v) total loss frequency; (vi) volume from our existing suppliers; (vii) commodity pricing; (viii) used car pricing; (ix) foreign currency exchange rates; (x) product mix; (xi) contract 32 Table of Contents mix to the extent applicable; (xii) our capital expenditures; and (xiii) other macroeconomic factors.
The primary factors affecting cash flows from operations are: (i) seasonality; (ii) market wins and losses; (iii) supplier mix; (iv) accident frequency; (v) total loss frequency; (vi) volume from our existing suppliers; (vii) commodity pricing; (viii) used car pricing; (ix) foreign currency exchange rates; (x) product mix; 32 Table of Contents (xi) contract mix to the extent applicable; (xii) our capital expenditures; and (xiii) other macroeconomic factors.
We obtained 81%, 83%, and 80% of the total number of vehicles processed during fiscal 2024, 2023, and 2022, respectively, from insurance company sellers. We sell the vehicles principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and to the general public.
We obtained 81%, 81%, and 83% of the total number of vehicles processed during fiscal 2025, 2024, and 2023, respectively, from insurance company sellers. We sell the vehicles principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and to the general public.
Operating Costs and Expenses: Yard operations expenses consist primarily of: (i) labor (operating personnel at yards); (ii) transportation (miles traveled and fuel rates); (iii) facilities (maintenance, property-related taxes, rent, and insurance); (iv) other (marketing and auction related costs); and (v) costs of vehicles sold.
Operating Costs and Expenses: Facility operations expenses consist primarily of: (i) labor (operating personnel at facilities); (ii) transportation (miles traveled and fuel rates); (iii) facilities (maintenance, property-related taxes, rent, and insurance); (iv) other (marketing and auction-related costs); and (v) costs of vehicles sold.
Treasury Bills, foreign exchange rate gains and losses; gains and losses from the disposal of assets, which will fluctuate based on the nature of these activities each period; fees and interest expense on the credit facility, and earnings from unconsolidated affiliates. Liquidity and Cash Flows: Our primary source of working capital is cash operating results.
Treasury Bills, foreign exchange rate gains and losses; gains and losses from the disposal of assets, which will fluctuate based on the nature of these activities each period; fees and interest expense on the credit facility; and earnings from unconsolidated affiliates. Liquidity and Cash Flows: Our primary source of working capital is cash flow from operations.
Discussion of Fiscal Year ended July 31, 2023 compared to Fiscal Year ended July 31, 2022 For a discussion of fiscal 2023 as compared to fiscal 2022, please refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended July 31, 2023, filed with the SEC on September 28, 2023 .
For a discussion of fiscal 2024 as compared to fiscal 2023, please refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended July 31, 2024, filed with the SEC on September 27, 2024 .
The average age of cars on the road has continued to increase, growing from 11.1 years in 2012 to 12.6 years in 2024. Repair costs are generally based on damage severity, vehicle complexity, repair parts availability, repair parts costs, labor costs, and repair shop lead times.
The average age of cars on the road has continued to increase, growing from 11.1 years in 2012 to 12.8 years in 2025. Repair costs are generally based on damage severity, vehicle complexity, repair parts availability, repair parts costs, labor costs, and repair shop lead times.
Net cash provided by operating activities increased for fiscal 2024 as compared to fiscal 2023 due to improved cash operating results primarily from an increase in service and vehicle sales revenues, partially offset by an increase in yard operations and general and administrative expenses, and changes in operating assets and liabilities.
Net cash provided by operating activities increased for fiscal 2025 as compared to fiscal 2024 due to improved cash operating results primarily from an increase in service and vehicle sales revenues, partially offset by an increase in facility operations and general and administrative expenses, and changes in operating assets and liabilities.
The proceeds may be used for general corporate purposes, including working capital, capital expenditures, potential share repurchases, acquisition, or other investments relating to the Company’s expansion strategies in domestic and international markets. We had $0.0 million and $11 million outstanding borrowings under the Revolving Loan Facility as of July 31, 2024 and July 31, 2023, respectively.
The proceeds may be used for general corporate purposes, including working capital, capital expenditures, potential share repurchases, acquisition, or other investments relating to the Company’s expansion strategies in domestic and international markets. We had no outstanding borrowings under the Revolving Loan Facility as of July 31, 2025 and July 31, 2024.
Our effective income tax rates were 20.5% and 20.4%, for fiscal 2024 and 2023, respectively. The current and prior year’s effective tax rate was computed based on the U.S. federal statutory tax rate of 21.0%.
Our effective income tax rates were 18.3% and 20.5%, for fiscal 2025 and 2024, respectively. The current and prior year’s effective tax rate was computed based on the U.S. federal statutory tax rate of 21.0%.
For a discussion of fiscal 2023 as compared to fiscal 2022, please refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended July 31, 2023, filed with the SEC on September 28, 2023 .
Discussion of Fiscal Year ended July 31, 2024 compared to Fiscal Year ended July 31, 2023 36 Table of Contents For a discussion of fiscal 2024 as compared to fiscal 2023, please refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended July 31, 2024, filed with the SEC on September 27, 2024 .
Cash equivalents consisted of bank deposits, certificates of deposit, U.S. Treasury Bills, and funds invested in money market accounts, which bear interest at variable rates. Historically, we have financed our growth through cash generated from operations, public offerings of common stock, equity issued in conjunction with certain acquisitions, and debt financing.
Treasury Bills, and funds invested in money market accounts, which bear interest at variable rates. Historically, we have financed our growth through cash generated from operations, public offerings of common stock, equity issued in conjunction with certain acquisitions, and debt financing.
We believe that these acquisitions and openings will strengthen our coverage, as we have facilities located in the U.S., Canada, the U.K., Brazil, the Republic of Ireland, Germany, Finland, the U.A.E., Oman, Bahrain, and Spain with the intention of providing global coverage for our sellers.
We believe that these acquisitions and openings will strengthen our coverage, as we have facilities located in the United States (“U.S.”), the United Kingdom (“U.K.”), Germany, Brazil, Canada, the United Arab Emirates (“U.A.E.”), Spain, Finland, Oman, the Republic of Ireland, and Bahrain with the intention of providing global coverage for our sellers.
For example, we mobilized our people, and engaged with a multitude of service providers to timely retrieve, store, and remarket tens of thousands of flood-damaged vehicles in South Florida in the wake of Hurricane Ian in the fall of 2022.
For example, we mobilized our people, and engaged with a multitude of service providers to timely retrieve, store, and remarket tens of thousands of flood-damaged vehicles in South Florida in the wake of Hurricanes Helene and Milton in the fall of 2024.
The increase in vehicle sales for fiscal 2024 of $4.4 million, or 0.7% as compared to fiscal 2023 came from (i) a decrease in the U.S. of $9.4 million and (ii) an increase in International of $13.8 million.
The increase in vehicle sales for fiscal 2025 of $2.5 million, or 0.4% as compared to fiscal 2024 came from (i) an increase in the U.S. of $64.9 million and (ii) a decrease in International of $62.4 million.
Year Ended July 31, (In thousands) 2024 2023 2022 Service revenues United States $ 3,126,102 $ 2,841,641 $ 2,533,165 International 434,900 356,487 319,875 Total service revenues $ 3,561,002 $ 3,198,128 $ 2,853,040 Vehicle sales Certain vehicles are purchased and remarketed on our own behalf.
Year Ended July 31, (In thousands) 2025 2024 2023 Service revenues United States $ 3,451,558 $ 3,126,102 $ 2,841,641 International 517,104 434,900 356,487 Total service revenues $ 3,968,662 $ 3,561,002 $ 3,198,128 Vehicle sales Certain vehicles are purchased and remarketed on our own behalf.
The increase in total other income for fiscal 2024 of $74.8 million, or 110.4% as compared to fiscal 2023 was primarily due to higher interest income earned from U.S. Treasury Bills, and gain on sale of fixed assets, net against a decrease in realized and unrealized foreign currency gains. Income Taxes.
The increase in total other income for fiscal 2025 of $56.3 million, or 39.5% as compared to fiscal 2024 was primarily due to higher interest income earned from U.S. Treasury Bills, gain on sale of fixed assets, and realized and unrealized foreign currency gains. Income Taxes.
Although the timing and magnitude of growth through expansion and acquisitions are not predictable, the opening of new greenfield yards is contingent upon our ability to locate property that (i) is in an area in which we have a need for more capacity; (ii) has adequate size given the capacity needs; (iii) has the appropriate shape and topography for our operations; (iv) is reasonably close to a major road or highway; and (v) most importantly, has the appropriate zoning for our business.
Although the timing and magnitude of growth through expansion and acquisitions are not predictable, the opening of new greenfield facilities is contingent upon our ability to locate property that (i) is in an area in which we have a need for more capacity; (ii) has adequate size given the capacity needs; (iii) has the appropriate shape and topography for our operations; (iv) is reasonably close to a major road or highway; and (v) most importantly, has the appropriate zoning for our business. 37 Table of Contents As of July 31, 2025, $314.9 million of the $2.8 billion of cash, cash equivalents, and restricted cash was held by our foreign subsidiaries.
Year Ended July 31, (In thousands) 2024 2023 2022 Vehicle sales United States $ 338,633 $ 348,007 $ 411,985 International 337,188 323,383 235,896 Total vehicle sales $ 675,821 $ 671,390 $ 647,881 Contract assets We capitalize certain contract assets related to obtaining a contract, where the amortization period for the related asset is greater than one year.
Year Ended July 31, (In thousands) 2025 2024 2023 Vehicle sales United States $ 403,546 $ 338,633 $ 348,007 International 274,750 337,188 323,383 Total vehicle sales $ 678,296 $ 675,821 $ 671,390 39 Table of Contents Contract assets We capitalize certain contract assets related to obtaining a contract, where the amortization period for the related asset is greater than one year.
Results of Operations The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for fiscal 2024, 2023 and 2022: Year Ended July 31, (In percentages) 2024 2023 2022 Service revenues and vehicle sales: Service revenues 84 % 83 % 81 % Vehicle sales 16 % 17 % 19 % Total service revenues and vehicle sales 100 % 100 % 100 % Operating expenses: Yard operations 40 % 39 % 37 % Cost of vehicle sales 15 % 15 % 17 % General and administrative 8 % 7 % 7 % Total operating expenses 63 % 61 % 61 % Operating income 37 % 39 % 39 % Total other income 3 % 3 % (1) % Income before income taxes 40 % 42 % 38 % Income tax expense 8 % 8 % 7 % Net income 32 % 34 % 31 % Comparison of Fiscal Years ended July 31, 2024, 2023 and 2022 The following table presents a comparison of service revenues for fiscal 2024, 2023 and 2022: Year Ended July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change Service revenues United States $ 3,126,102 $ 2,841,641 $ 2,533,165 $ 284,461 10.0 % $ 308,476 12.2 % International 434,900 356,487 319,875 78,413 22.0 % 36,612 11.4 % Total service revenues $ 3,561,002 $ 3,198,128 $ 2,853,040 $ 362,874 11.3 % $ 345,088 12.1 % 34 Table of Contents Service Revenues.
Results of Operations The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for fiscal 2025, 2024 and 2023: Year Ended July 31, (In percentages) 2025 2024 2023 Service revenues and vehicle sales: Service revenues 85 % 84 % 83 % Vehicle sales 15 % 16 % 17 % Total service revenues and vehicle sales 100 % 100 % 100 % Operating expenses: Facility operations 42 % 40 % 39 % Cost of vehicle sales 13 % 15 % 15 % General and administrative 9 % 8 % 7 % Total operating expenses 64 % 63 % 61 % Operating income 36 % 37 % 39 % Total other income 4 % 3 % 3 % Income before income taxes 40 % 40 % 42 % Income tax expense 7 % 8 % 8 % Net income 33 % 32 % 34 % Comparison of Fiscal Years ended July 31, 2025, 2024 and 2023 The following table presents a comparison of service revenues for fiscal 2025, 2024 and 2023: Year Ended July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change Service revenues United States $ 3,451,558 $ 3,126,102 $ 2,841,641 $ 325,456 10.4 % $ 284,461 10.0 % International 517,104 434,900 356,487 82,204 18.9 % 78,413 22.0 % Total service revenues $ 3,968,662 $ 3,561,002 $ 3,198,128 $ 407,660 11.4 % $ 362,874 11.3 % Service Revenues.
Net cash used in investing activities decreased for fiscal 2024 as compared to fiscal 2023 due primarily to proceeds from the sale of held to maturity securities net against the purchase of held to maturity securities.
Net cash used in investing activities decreased for fiscal 2025 as compared to fiscal 2024 due primarily to an increase in proceeds from the sale of held to maturity securities, a reduction in the purchase of held to maturity securities and an increase in capital expenditures.
The decrease in the U.S. was primarily the result of a lower average purchase price due to a change in the mix of vehicles sold, partially offset by an increase in volume.
The 35 Table of Contents increase in the U.S. was primarily the result of an an increase average purchase price due to a change in the mix of vehicles sold and an increase in volume.
The increase in cost of vehicle sales for fiscal 2024 of $5.0 million, or 0.8% as compared to fiscal 2023, was the result of (i) a decrease in the U.S. of $13.3 million and (ii) an increase in International of $18.3 million.
The decrease in cost of vehicle sales for fiscal 2025 of $16.5 million, or 2.7% as compared to fiscal 2024, was the result of (i) an increase in the U.S. of $64.7 million and (ii) a decrease in International of $81.1 million.
The increase in general and administrative expenses for fiscal 2024 of $84.8 million, or 33.9% as compared to fiscal 2023 came primarily from (i) an increase in the U.S. of $80.3 million, and (ii) an increase in International of $4.5 million.
The increase in general and administrative expenses for fiscal 2025 of $67.7 million, or 20.2% as compared to fiscal 2024 came primarily from (i) an increase in the U.S. of $67.4 million, and (ii) an increase in International of $0.3 million.
We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition, and cash flows. For additional information, see Note 1 — Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.
We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition, and cash flows.
The growth in International, after excluding positive fluctuations in currency exchanges rates of $10.0 million was primarily driven by an increase in volume, offset by a decrease in revenue due to lower auction selling prices, which we believe is due to a change in the mix of vehicles sold.
The decrease in International, after excluding positive fluctuations in currency exchanges rates of $5.7 million was primarily driven by a decrease in revenue per car due to lower auction selling prices, which we believe was due to change in mix of vehicles sold, and a decrease in volume related to sellers switching to a consignment model.
Cash, cash equivalents, and restricted cash increased primarily due to cash generated from operations and proceeds from stock option exercises. Working capital increased primarily from cash generated from operations and timing of cash receipts and payments, partially offset by capital expenditures and certain income tax benefits related to stock option exercises and timing of cash payments.
Working capital increased primarily from cash generated from operations and timing of cash receipts and payments, partially offset by capital expenditures, investment in held to maturity securities and certain income tax benefits related to stock option exercises and timing of cash payments. Cash equivalents consisted of bank deposits, certificates of deposit, U.S.
Liquidity and Capital Resources The following table presents a comparison of key components of our liquidity and capital resources for fiscal 2024, 2023 and 2022, excluding additional funds available to us through our Revolving Loan Facility: July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change Cash, cash equivalents, and restricted cash $ 1,514,111 $ 957,395 $ 1,384,236 $ 556,716 58.1 % $ (426,841) (30.8) % Working capital 3,789,617 2,769,835 1,761,566 1,019,782 36.8 % 1,008,269 57.2 % Year Ended July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change Operating cash flows $ 1,472,564 $ 1,364,210 $ 1,176,683 $ 108,354 7.9 % $ 187,527 15.9 % Investing cash flows (940,079) (1,892,049) (442,310) 951,970 50.3 % (1,449,739) (327.8) % Financing cash flows 19,273 66,615 (382,693) (47,342) 71.1 % 449,308 117.4 % Capital expenditures, and acquisitions $ (493,328) $ (516,636) $ (444,052) $ 23,308 4.5 % $ (72,584) (16.3) % Cash, cash equivalents, and restricted cash increased $556.7 million and working capital increased $1,019.8 million at July 31, 2024, as compared to July 31, 2023.
Liquidity and Capital Resources The following table presents a comparison of key components of our liquidity and capital resources for fiscal 2025, 2024 and 2023, excluding additional funds available to us through our Revolving Loan Facility: July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change Cash, cash equivalents, and restricted cash $ 2,780,531 $ 1,514,111 $ 957,395 $ 1,266,420 83.6 % $ 556,716 58.1 % Working capital 5,071,347 3,789,617 2,769,835 1,281,730 33.8 % 1,019,782 36.8 % Year Ended July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change Operating cash flows $ 1,799,750 $ 1,472,564 $ 1,364,210 $ 327,186 22.2 % $ 108,354 7.9 % Investing cash flows (587,448) (940,079) (1,892,049) 352,631 37.5 % 951,970 50.3 % Financing cash flows 52,107 19,273 66,615 32,834 170.4 % (47,342) 71.1 % Capital expenditures and acquisitions $ (570,213) $ (493,328) $ (516,636) $ (76,885) (15.6) % $ 23,308 4.5 % Cash, cash equivalents, and restricted cash increased $1,266.4 million and working capital increased $1,281.7 million at July 31, 2025, as compared to July 31, 2024.
The following table presents a comparison of general and administrative expenses for fiscal 2024, 2023 and 2022: Year Ended July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change General and administrative expenses United States $ 282,545 $ 202,260 $ 192,667 $ 80,285 39.7 % $ 9,593 5.0 % International 52,684 48,162 38,557 4,522 9.4 % 9,605 24.9 % Total general and administrative expenses $ 335,229 $ 250,422 $ 231,224 $ 84,807 33.9 % $ 19,198 8.3 % General and administrative expenses, excluding depreciation and amortization United States $ 264,465 $ 185,611 $ 173,371 $ 78,854 42.5 % $ 12,240 7.1 % International 51,653 47,430 37,781 4,223 8.9 % 9,649 25.5 % General and administrative depreciation and amortization United States $ 18,080 $ 16,649 $ 19,295 $ 1,431 8.6 % $ (2,646) (13.7) % International 1,031 732 777 299 40.8 % (45) (5.8) % General and Administrative Expenses.
The following table presents a comparison of general and administrative expenses for fiscal 2025, 2024 and 2023: Year Ended July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change General and administrative expenses United States $ 349,935 $ 282,545 $ 202,260 $ 67,390 23.9 % $ 80,285 39.7 % International 52,994 52,684 48,162 310 0.6 % 4,522 9.4 % Total general and administrative expenses $ 402,929 $ 335,229 $ 250,422 $ 67,700 20.2 % $ 84,807 33.9 % General and administrative expenses, excluding depreciation and amortization United States $ 326,906 $ 264,465 $ 185,611 $ 62,441 23.6 % $ 78,854 42.5 % International 51,949 51,653 47,430 296 0.6 % 4,223 8.9 % General and administrative depreciation and amortization United States $ 23,029 $ 18,080 $ 16,649 $ 4,949 27.4 % $ 1,431 8.6 % International 1,045 1,031 732 14 1.4 % 299 40.8 % General and Administrative Expenses.
The period-to-period comparability of our consolidated operating results and financial position is affected by business acquisitions, new openings, weather, and product introductions during such periods.
Helens, England United Kingdom October 2024 Castellón, Spain Spain November 2024 Vitoria, Spain Spain December 2024 33 Table of Contents The period-to-period comparability of our consolidated operating results and financial position is affected by business acquisitions, new openings, weather, and product introductions during such periods.
The increase in International, after excluding the negative fluctuations in currency exchange rates of $1.3 million, resulted primarily from increases in labor costs, and marketing costs offset by a decrease in bank charges. The increase in depreciation and amortization expenses was the result of new intangibles and technology being placed in service in the U.S. and International.
The increase in International, primarily from increases in labor costs, and computer software offset by a decrease in legal costs. The increase in depreciation and amortization expenses was the result of new intangibles and technology being placed in service in the U.S. and International.
However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not require repatriation to fund our U.S. operations.
If these funds are needed for our operations in the U.S., the repatriation of these funds could still be subject to the foreign withholding tax following the U.S. Tax Reform. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not require repatriation to fund our U.S. operations.
The increase in yard operations expenses for fiscal 2024 of $192.1 million, or 12.7% as compared to fiscal 2023 resulted from (i) an increase in the U.S. of $148.2 million, and (ii) an increase in International of $43.9 million.
The increase in facility operations expenses for fiscal 2025 of $234.2 million, or 13.7% as compared to fiscal 2024 resulted from (i) an increase in the U.S. of $205.5 million, and (ii) an increase in International of $28.8 million.
We expect to acquire or develop additional locations and expand some of our current facilities in the foreseeable future. We may raise additional cash through drawdowns on our Revolving Loan Facility or issuance of additional equity to fund this expansion.
We may raise additional cash through drawdowns on our Revolving Loan Facility or issuance of additional equity to fund this expansion.
The contract asset costs where the amortization period for the related asset is one year or less are expensed as incurred and recorded within general and administrative expenses in the accompanying consolidated statements of income. 40 Table of Contents Income Taxes In determining net income for financial statement purposes, we must make certain estimates and judgments in the calculation of tax provisions and the resultant tax liabilities.
The contract asset costs where the amortization period for the related asset is one year or less are expensed as incurred and recorded within general and administrative expenses in the accompanying consolidated statements of income.
The decrease in the U.S. was primarily driven by a decrease in revenue per car due to lower auction selling prices, while performing favorably to the declining overall market trend, offset by an increase in volume.
The increase in the U.S. was primarily driven by an increase in volume and an increase in revenue per car due to higher auction selling prices.
Within this revenue category, our primary performance obligation is the auctioning of consigned vehicles through an online auction process.
Service revenues Our service revenues consist of auction and auction-related sales transaction fees charged for vehicle remarketing services. Within this revenue category, our primary performance obligation is the auctioning of consigned vehicles through an online auction process.
Any shares withheld for taxes are treated as a repurchase of shares for accounting purposes, but do not count against our stock repurchased program. 38 Table of Contents Credit Agreement On December 21, 2021, we entered into a Second Amended and Restated Credit Agreement by and among Copart, certain subsidiaries of Copart party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent (the “Second Amended and Restated Credit Agreement”).
Credit Agreement On December 21, 2021, we entered into a Second Amended and Restated Credit Agreement by and among Copart, certain subsidiaries of Copart party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent (the “Second Amended and Restated Credit Agreement”).
The following table presents a comparison of yard operations expense for fiscal 2024, 2023 and 2022: Year Ended July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change Yard operations expenses United States $ 1,440,707 $ 1,292,527 $ 1,123,986 $ 148,180 11.5 % $ 168,541 15.0 % International 269,377 225,502 185,511 43,875 19.5 % 39,991 21.6 % Total yard operations expenses $ 1,710,084 $ 1,518,029 $ 1,309,497 $ 192,055 12.7 % $ 208,532 15.9 % Yard operations expenses, excluding depreciation and amortization United States $ 1,297,102 $ 1,173,373 $ 1,022,647 $ 123,729 10.5 % $ 150,726 14.7 % International 242,332 202,559 168,937 39,773 19.6 % 33,622 19.9 % Yard depreciation and amortization United States $ 143,605 $ 119,155 $ 101,340 $ 24,450 20.5 % $ 17,815 17.6 % International 27,045 22,942 16,573 4,103 17.9 % 6,369 38.4 % Yard Operations Expenses.
The following table presents a comparison of facility operations expense for fiscal 2025, 2024 and 2023: Year Ended July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change Facility operations expenses United States $ 1,646,183 $ 1,440,707 $ 1,292,527 $ 205,476 14.3 % $ 148,180 11.5 % International 298,135 269,377 225,502 28,758 10.7 % 43,875 19.5 % Total facility operations expenses $ 1,944,318 $ 1,710,084 $ 1,518,029 $ 234,234 13.7 % $ 192,055 12.7 % Facility operations expenses, excluding depreciation and amortization United States $ 1,485,186 $ 1,297,102 $ 1,173,373 $ 188,084 14.5 % $ 123,729 10.5 % International 267,357 242,332 202,559 25,025 10.3 % 39,773 19.6 % Facility depreciation and amortization United States $ 160,997 $ 143,605 $ 119,155 $ 17,392 12.1 % $ 24,450 20.5 % International 30,778 27,045 22,942 3,733 13.8 % 4,103 17.9 % Facility Operations Expenses.
The following table summarizes total other expenses and income taxes for fiscal 2024, 2023 and 2022: Year Ended July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change Total other income (expenses) $ 142,578 $ 67,759 $ (34,043) $ 74,819 110.4 % $ 101,802 299.0 % Income taxes 352,254 316,587 250,824 35,667 11.3 % 65,763 26.2 % 36 Table of Contents Other Income (Expenses).
The following table summarizes total other expenses and income taxes for fiscal 2025, 2024 and 2023: Year Ended July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change Total other income (expenses) $ 198,867 $ 142,578 $ 67,759 $ 56,289 39.5 % $ 74,819 110.4 % Income taxes 347,218 352,254 316,587 (5,036) (1.4) % 35,667 11.3 % Other Income (Expenses).
The change in operating assets and liabilities was primarily the result of an increase income tax payable of $24.7 million, and accounts payable of $41.5 million, partially offset by accounts receivable of $22.2 million, and prepaid expenses of $11.1 million.
The change in operating assets and liabilities was primarily the result of a decrease in accounts receivable of $111.4 million, vehicle pooling costs of $26.4 million, prepaid expenses and other current and non-current assets of $78.8 million, partially offset by an increase in income tax receivable of $7.1 million and decrease in income tax payable of $90.8 million.
Severe weather events, including but not limited to tornadoes, floods, hurricanes, and hailstorms, can also impact our volumes.
Severe weather events, including but not limited to tornadoes, floods, hurricanes, and hailstorms, can also impact our volumes. These increased volumes require the increased use of our cash to pay out advances and handling costs of the additional business.
The increase in service revenues for fiscal 2024 of $362.9 million, or 11.3% as compared to fiscal 2023 came from (i) an increase in the U.S. of $284.5 million, and (ii) an increase in International of $78.4 million.
The increase in service revenues for fiscal 2025 of $407.7 million, or 11.4% as compared to fiscal 2024 came from (i) an increase in the U.S. of $325.5 million, and (ii) an increase in International of $82.2 million. The growth in the U.S. was driven primarily by an increase in revenue per car and an increase in volume.
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes. Revenue Recognition Our primary performance obligation is the auctioning of consigned vehicles through an online auction process. Service revenue and vehicle sales revenue are recognized at the date the vehicles are sold at auction, excluding annual registration fees.
For additional information, see Note 1 — Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements. 38 Table of Contents The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes. Revenue Recognition Our primary performance obligation is the auctioning of consigned vehicles through an online auction process.
These increased volumes require the increased use of our cash to pay out advances and handling costs of the additional business. 37 Table of Contents We believe that our currently available cash and cash equivalents and cash generated from operations will be sufficient to satisfy our operating and working capital requirements in the foreseeable future.
We believe that our currently available cash and cash equivalents and cash generated from operations will be sufficient to satisfy our operating and working capital requirements in the foreseeable future. We expect to acquire or develop additional locations and expand some of our current facilities in the foreseeable future.
The Credit Agreement contains customary affirmative and negative covenants and we were in compliance with all covenants related to the Credit Agreement as of July 31, 2024.
The Second Amended and Restated Credit Agreement contains customary affirmative and negative covenants and we were in compliance with all covenants related to the Second Amended and Restated Credit Agreement as of July 31, 2025. For further detail on the Second Amended and Restated Credit Agreement, see Notes to Consolidated Financial Statements, Note 9 – Long-Term Debt .
The increase in International of $18.3 million, after excluding the negative fluctuations of currency exchange rates of $8.6 million, was primarily due to an increase in volume and higher average purchase prices due to the change in the mix of vehicles sold.
The decrease in International, after excluding the negative fluctuations of currency exchange rates of $4.1 million, was primarily due to a lower average purchase price due to a change in the mix of vehicles sold, combined with a decrease in volume related to sellers switching to a consignment model.
The following table presents a comparison of vehicle sales for fiscal 2024, 2023 and 2022: Year Ended July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change Vehicle sales United States $ 338,633 $ 348,007 $ 411,985 $ (9,374) (2.7) % $ (63,978) (15.5) % International 337,188 323,383 235,896 13,805 4.3 % 87,487 37.1 % Total vehicle sales $ 675,821 $ 671,390 $ 647,881 $ 4,431 0.7 % $ 23,509 3.6 % Vehicle Sales.
The growth in International, after excluding positive fluctuations in currency exchange rates of $2.7 million, was driven primarily by an increase in revenue per car and increase in volume. 34 Table of Contents The following table presents a comparison of vehicle sales for fiscal 2025, 2024 and 2023: Year Ended July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change Vehicle sales United States $ 403,546 $ 338,633 $ 348,007 $ 64,913 19.2 % $ (9,374) (2.7) % International 274,750 337,188 323,383 (62,438) (18.5) % 13,805 4.3 % Total vehicle sales $ 678,296 $ 675,821 $ 671,390 $ 2,475 0.4 % $ 4,431 0.7 % Vehicle Sales.
We report sales taxes on relevant transactions on a net basis in our consolidated results of operations, and therefore do not include sales taxes in revenues or costs. Service revenues Our service revenues consist of auction and auction-related sales transaction fees charged for vehicle remarketing services.
Our disaggregation between service revenues and vehicle sales at the segment level reflects how the nature, timing, amount, and uncertainty of our revenues and cash flows are impacted by economic factors. We report sales taxes on relevant transactions on a net basis in our consolidated results of operations, and therefore do not include sales taxes in revenues or costs.
Costs to prepare the vehicles for auction, including inbound transportation costs and titling fees, are deferred and recognized at the time of revenue recognition at auction. 39 Table of Contents Our disaggregation between service revenues and vehicle sales at the segment level reflects how the nature, timing, amount, and uncertainty of our revenues and cash flows are impacted by economic factors.
Service revenue and vehicle sales revenue are recognized at the date the vehicles are sold at auction, excluding annual registration fees. Costs to prepare the vehicles for auction, including inbound transportation costs and titling fees, are deferred and recognized at the time of revenue recognition at auction.
The increase in yard operations depreciation and amortization expenses as compared to the same period last year resulted primarily from depreciating new and expanded facilities placed into service in the U.S. and International. 35 Table of Contents The following table presents a comparison of cost of vehicle sales for fiscal 2024, 2023 and 2022: Year Ended July 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Change % Change Change % Change Cost of vehicle sales United States $ 313,449 $ 326,764 $ 380,928 $ (13,315) (4.1) % $ (54,164) (14.2) % International 306,038 287,734 204,275 18,304 6.4 % 83,459 40.9 % Total cost of vehicle sales $ 619,487 $ 614,498 $ 585,203 $ 4,989 0.8 % $ 29,295 5.0 % Cost of Vehicle Sales .
The following table presents a comparison of cost of vehicle sales for fiscal 2025, 2024 and 2023: Year Ended July 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Change % Change Change % Change Cost of vehicle sales United States $ 378,100 $ 313,449 $ 326,764 $ 64,651 20.6 % $ (13,315) (4.1) % International 224,897 306,038 287,734 (81,141) (26.5) % 18,304 6.4 % Total cost of vehicle sales $ 602,997 $ 619,487 $ 614,498 $ (16,490) (2.7) % $ 4,989 0.8 % Cost of Vehicle Sales .
The increase in International, after excluding negative fluctuations in currency exchange rates of $5.8 million, is the result of an increase in volume which was partially offset by a decrease in the cost to process a car. Included in yard operations expenses were depreciation and amortization expenses.
These costs are related to subhaul, labor costs incurred from overtime, increased security costs, and increased travel and lodging. The increase in International, after excluding negative fluctuations in currency exchange rates of $1.8 million, is the result of an increase in volume and an increase in costs to process a car.
Net cash provided by (used in) financing activities decreased in fiscal 2024 as compared to fiscal 2023 due primarily to a decrease in proceeds from the exercise of stock options, a reduction in principal payments on debt and a reduction in the drawdown on the revolver facility as discussed in further detail in the Notes to Consolidated Financial Statements, Note 12 — Stockholders’ Equity.
As of July 31, 2025, we had no material non-cancelable commitments for future capital expenditures. Net cash provided by financing activities increased in fiscal 2025 as compared to fiscal 2024 due primarily to an increase in proceeds from the exercise of stock options and a reduction in revolver facility payments.
Excluding depreciation and amortization, the increase in the U.S. of $78.9 million resulted primarily from increases in labor costs, legal costs, facility repairs, and the consolidation of Purple Wave.
Excluding depreciation and amortization, the increase in the U.S. of $62.4 million resulted primarily from increases in third party outside services (including legal, compliance, and system implementations), labor costs (as a result of investment in the business and the expansion of our sales force), facility costs and travel.
The effective tax rates in the current and prior year were also impacted by the recognition of excess tax benefits from the exercise of employee stock options of $14.8 million and $21.0 million for fiscal years 2024 and 2023, respectively.
The effective tax rate for the fiscal year ending July 31, 2024 was favorably impacted by a $47.7 million tax benefit related to the FDII deduction and $14.8 million in excess tax benefits from the exercise of employee stock options and negatively impacted by $40.6 million related to state income taxes.
The increase in the U.S. compared to the same period last year relates to an increase in volume and an increase in the cost to process a car, driven by increase in subhaul, labor costs, title, facility, supplies, advertising and bank charges and the investment in Purple Wave.
The increase in the U.S. compared to the same period last year related to an increase in volume and in non-CAT related subhaul, labor, and facility costs combined with one time CAT costs of $56 million associated with Hurricanes Helene and Milton.
Removed
The growth in the U.S. was driven primarily by an increase in volume and an increase in revenue per car due to fee optimization. The growth in International, after excluding positive fluctuations in currency exchange rates of $10.8 million, was driven primarily by an increase in volume offset by a minor decrease in revenue per car.
Added
Included in facility operations expenses were depreciation and amortization expenses. The increase in facility operations depreciation and amortization expenses as compared to the same period last year resulted primarily from depreciating new and expanded facilities placed into service in the U.S. and International.
Removed
The effective tax rate for the fiscal year ended July 31, 2024 was favorably impacted by $0.8 million of tax adjustments made in connection with finalizing our fiscal year 2023 tax return.
Added
The effective tax rate for the fiscal year ended July 31, 2025 was favorably impacted by a $55.0 million tax benefit related to the Foreign Derived Intangible Income “FDII” deduction and $36.7 million in excess tax benefits from the exercise of employee stock options and negatively impacted by $38.6 million related to state income taxes.
Removed
The effective tax rate for fiscal year ending July 31, 2023 was favorably impacted by $1.5 million of tax adjustments made in connection with finalizing our fiscal year 2022 tax return.
Added
Cash, cash equivalents, and restricted cash increased primarily due to cash generated from operations, proceeds from held to maturity securities, and proceeds from stock option exercises.
Removed
As of July 31, 2024, $180.5 million of the $1.5 billion of cash, cash equivalents, and restricted cash was held by our foreign subsidiaries. If these funds are needed for our operations in the U.S., the repatriation of these funds could still be subject to the foreign withholding tax following the U.S. Tax Reform.
Added
Income Taxes In determining net income for financial statement purposes, we must make certain estimates and judgments in the calculation of tax provisions and the resultant tax liabilities.
Removed
As of July 31, 2024, we had no material non-cancelable commitments for future capital expenditures.
Removed
Stock Repurchases On September 22, 2011, our Board of Directors approved a 320 million share increase in our stock repurchase program, bringing the total current authorization to 784 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions.
Removed
No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as we deem appropriate and may be discontinued at any time.
Removed
For fiscal 2024, 2023, and 2022, we did not repurchase any shares of our common stock under the program. As of July 31, 2024, the total number of shares repurchased to date under the program was 458,196,792, and subject to applicable limitations under Delaware law, 325,803,208 shares were available for repurchase under our program.
Removed
In fiscal 2024, certain employees held stock option awards that could be exercised through a cashless exercise. For the years ended July 31, 2024, 2023 and 2022, no employee exercised stock options through a cashless exercise. If exercised a portion of the options exercised will be net settled in satisfaction of the exercise price and employees’ statutory withholding requirements.
Removed
Note Purchase Agreement On December 3, 2014, we entered into a Note Purchase Agreement and sold to certain purchasers (collectively, the “Purchasers”) $400.0 million in aggregate principal amount of senior secured notes (the “Senior Notes”) consisting of (i) $100.0 million aggregate principal amount of 4.07% Senior Notes, Series A, due December 3, 2024; (ii) $100.0 million aggregate principal amount of 4.19% Senior Notes, Series B, due December 3, 2026; (iii) $100.0 million aggregate principal amount of 4.25% Senior Notes, Series C, due December 3, 2027; and (iv) $100.0 million aggregate principal amount of 4.35% Senior Notes, Series D, due December 3, 2029.
Removed
Interest is due and payable quarterly, in arrears, on each of the Senior Notes. We may prepay the Senior Notes, in whole or in part, at any time, subject to certain conditions, including minimum amounts and payment of a make-whole amount equal to the discounted value of the remaining scheduled interest payments under the Senior Notes.
Removed
On May 24, 2022, we retired 100% of the Senior Notes . We paid $420.6 million to retire the Senior Notes which included an additional $16.8 million make-whole payment, to the holders of the Senior Notes, and $3.8 million in accrued interest.
Removed
For further detail on both the Credit Agreement and Note Purchase Agreement, see Notes to Consolidated Financial Statements, Note 9 – Long-Term Debt .

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed7 unchanged
Biggest changeBased on the average cash balance held for fiscal 2024, a hypothetical 10% adverse change in our interest yield would not have materially affected our operating results. 41 Table of Contents Interest Expense Risk Our total borrowings under the Revolving Loan Facility under the Second Amended and Restated Credit Agreement were $0.0 million as of July 31, 2024.
Biggest changeBased on the average cash balance held for fiscal 2025, a hypothetical 10% adverse change in our interest yield would not have materially affected our operating results. 40 Table of Contents Interest Expense Risk There where no borrowings under the Revolving Loan Facility under the Second Amended and Restated Credit Agreement as of July 31, 2025.
A hypothetical 10% adverse change in the value of the U.S. dollar relative to the Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar. would not have materially affected our consolidated financial position. We do not hedge our exposure to translation risks arising from fluctuations in foreign currency exchange rates.
A hypothetical 10% adverse change in the value of the U.S. dollar relative to Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar. would not have materially affected our consolidated financial position. We do not hedge our exposure to translation risks arising from fluctuations in foreign currency exchange rates.
Interest Income Risk The primary objective of our investment activities is to preserve principal while secondarily maximizing yields without significantly increasing risk. To achieve this objective in the current uncertain global financial markets, all cash and cash equivalents were held in bank deposits, U.S. Treasury Bills, and money market funds as of July 31, 2024.
Interest Income Risk The primary objective of our investment activities is to preserve principal while secondarily maximizing yields without significantly increasing risk. To achieve this objective in the current uncertain global financial markets, all cash and cash equivalents were held in bank deposits, U.S. Treasury Bills, and money market funds as of July 31, 2025.
A hypothetical 10% adverse change in the value of the U.S. dollar relative to the Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar would not materially affect our operating results for fiscal 2024.
A hypothetical 10% adverse change in the value of the U.S. dollar relative to Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar would not materially affect our operating results for fiscal 2025.
These operations also incur a majority of their expenses in the local currency, the Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar. Our international operations are subject to risks associated with foreign exchange rate volatility, which could have a material and adverse impact on our future results of operations.
These operations also incur a majority of their expenses in the following local currencies, the Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar. Our international operations are subject to risks associated with foreign exchange rate volatility, which could have a material and adverse impact on our future results of operations.
As of July 31, 2024, we held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgaged-backed securities.
As of July 31, 2025, we held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgaged-backed securities.
At July 31, 2024, the cumulative effect of foreign exchange rate fluctuations on our consolidated financial position was a net translation loss of $143.0 million. This loss was recognized as an adjustment to stockholders’ equity through accumulated other comprehensive income.
At July 31, 2025, the cumulative effect of foreign exchange rate fluctuations on our consolidated financial position was a net translation loss of $120.3 million. This loss was recognized as an adjustment to stockholders’ equity through accumulated other comprehensive income.