What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-07-07 compared with 2023-04-07 · 217 added, 143 removed, 554 unchanged (39% of the section changed)

3 unchanged sentences

(currency and share amounts in thousands, except par value)

February 28, 2023 November 30, 2022

May 31, 2023 November 30, 2022

Current assets:

23 unchanged sentences

Stockholders’ equity:

Preferred stock, $ 0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of February 28, 2023 and November 30, 2022, respectively

Preferred stock, $ 0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of May 31, 2023 and November 30, 2022, respectively

Common stock, $ 0.0001 par value, 250,000 shares authorized;

52,595 and 52,367 shares issued as of February 28, 2023 and November 30, 2022, respectively, and 51,195 and 51,096 shares outstanding as of February 28, 2023 and November 30, 2022, respectively

52,619 and 52,367 shares issued as of May 31, 2023 and November 30, 2022, respectively, and 51,178 and 51,096 shares outstanding as of May 31, 2023 and November 30, 2022, respectively

Additional paid-in capital 2,459,234 2,428,313

Treasury stock, 1,400 and 1,271 shares as of February 28, 2023 and November 30, 2022, respectively

Treasury stock, 1,441 and 1,271 shares as of May 31, 2023 and November 30, 2022, respectively

( 214,172 ) ( 190,779 )

7 unchanged sentences

(currency and share amounts in thousands, except per share amounts)

Three Months Ended

February 28, 2023 February 28, 2022

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Revenue $ 1,614,706 $ 1,568,101 $ 3,251,110 $ 3,104,153

8 unchanged sentences

Net income before non-controlling interest 78,850 113,033 166,720 223,572

Net income attributable to non-controlling interest — 266

Net income (loss) attributable to non-controlling interest — ( 109 ) — 157

Net income attributable to Concentrix Corporation $ 78,850 $ 113,142 $ 166,720 $ 223,415

9 unchanged sentences

(currency in thousands)

Three Months Ended

February 28, 2023 February 28, 2022

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Net income before non-controlling interest

1 unchanged sentence

Other comprehensive income (loss):

Unrealized gains (losses) of defined benefit plans, net of taxes of $ 109 and $ 0 for the three months ended February 28, 2023 and 2022, respectively

Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $( 2,549 ) and $ 947 for the three months ended February 28, 2023 and 2022, respectively

Unrealized gains (losses) of defined benefit plans, net of taxes of $( 289 ) and $( 180 ) for the three and six months ended May 31, 2023, respectively, and $ 0 and $ 0 for the three and six months ended May 31, 2022, respectively

1,051 ( 7 ) 499 766

Reclassification of net (gains) losses on cash flow hedges to net income, net of taxes of $( 1,934 ) and $ 232 for the three months ended February 28, 2023 and 2022, respectively

Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $ 1,752 and $( 797 ) for the three and six months ended May 31, 2023, respectively, and $ 4,440 and $ 5,387 for the three and six months ended May 31, 2022, respectively

( 5,261 ) ( 12,944 ) 2,393 ( 15,704 )

Reclassification of net losses on cash flow hedges to net income, net of taxes of $( 1,014 ) and $( 2,948 ) for the three and six months ended May 31, 2023, respectively, and $( 1,078 ) and $( 846 ) for the three and six months ended May 31, 2022, respectively

3,044 3,138 8,851 2,465

Total change in unrealized gains (losses) on cash flow hedges, net of taxes

( 2,217 ) ( 9,806 ) 11,244 ( 13,239 )

Foreign currency translation, net of taxes of $ 0 for the three months ended February 28, 2023 and 2022, respectively

Foreign currency translation, net of taxes of $ 0 for the three and six months ended May 31, 2023 and 2022, respectively

( 16,246 ) ( 54,995 ) 997 ( 68,834 )

2 unchanged sentences

Comprehensive income 61,438 48,225 179,460 142,265

Comprehensive income attributable to non-controlling interest — 266

Comprehensive income (loss) attributable to non-controlling interest — ( 109 ) — 157

Comprehensive income attributable to Concentrix Corporation $ 61,438 $ 48,334 $ 179,460 $ 142,108

3 unchanged sentences

(currency and share amounts in thousands)

Three Months Ended February 28, 2023 and 2022

Three and Six Months Ended May 31, 2023

Concentrix Corporation Stockholders’ Equity

Common stock Treasury stock

Redeemable non-controlling interest Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity

Balances, November 30, 2021 $ — 51,594 $ 5 $ 2,355,767 333 $ ( 57,486 ) $ 392,495 $ ( 70,526 ) $ 2,620,255

Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity

Balances, February 28, 2023 52,595 $ 5 $ 2,447,418 1,400 $ ( 208,996 ) $ 847,671 $ ( 285,597 ) $ 2,800,501

Other comprehensive loss — — — — — — ( 17,412 ) ( 17,412 )

Equity awards issued as acquisition purchase consideration — — — 15,725 — — — — 15,725

Acquisition of non-controlling interest in subsidiary 2,000 — — — — — — — —

Net income attributable to non-controlling interest 266 — — — — — — — —

Share-based compensation activity 24 — 11,816 — — — — 11,816

3 unchanged sentences

Net income — — — — — 78,850 — 78,850

Balances, February 28, 2022 $ 2,266 51,664 $ 5 $ 2,389,403 348 $ ( 60,040 ) $ 489,656 $ ( 87,025 ) $ 2,731,999

Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262

Balances, November 30, 2022 52,367 $ 5 $ 2,428,313 1,271 $ ( 190,779 ) $ 774,114 $ ( 315,749 ) $ 2,695,904

5 unchanged sentences

Net income — — — — — 166,720 — 166,720

Balances, May 31, 2023 52,619 $ 5 $ 2,459,234 1,441 $ ( 214,172 ) $ 912,204 $ ( 303,009 ) $ 2,854,262

The accompanying notes are an integral part of these consolidated financial statements.

CONCENTRIX CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(currency and share amounts in thousands)

Three and Six Months Ended May 31, 2022

Concentrix Corporation Stockholders’ Equity

Common stock Treasury stock

Redeemable non-controlling interest Shares Amount Additional paid-in capital Shares Amount Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity

Balances, February 28, 2022 $ 2,266 51,664 $ 5 $ 2,389,403 348 $ ( 60,040 ) $ 489,656 $ ( 87,025 ) $ 2,731,999

Other comprehensive loss — — — — — — — ( 64,808 ) ( 64,808 )

Net income attributable to non-controlling interest ( 109 ) — — — — — — — —

Share-based compensation activity — ( 322 ) — 14,878 — — — — 14,878

Repurchase of common stock for tax withholdings on equity awards — — — — 1 ( 358 ) — — ( 358 )

Repurchase of common stock — — — — 367 ( 57,850 ) — — ( 57,850 )

Dividends — — — — — — ( 13,058 ) — ( 13,058 )

Net income — — — — — — 113,142 — 113,142

Balances, May 31, 2022 $ 2,157 51,342 $ 5 $ 2,404,281 716 $ ( 118,248 ) $ 589,740 $ ( 151,833 ) $ 2,723,945

Balances, November 30, 2021 $ — 51,594 $ 5 $ 2,355,767 333 $ ( 57,486 ) $ 392,495 $ ( 70,526 ) $ 2,620,255

Other comprehensive loss — — — — — — — ( 81,307 ) ( 81,307 )

Equity awards issued as acquisition purchase consideration — — — 15,725 — — — — 15,725

Acquisition of non-controlling interest in subsidiary 2,000 — — — — — — — —

Net income attributable to non-controlling interest 157 — — — — — — — —

Share-based compensation activity — ( 252 ) — 32,789 — — — — 32,789

Repurchase of common stock for tax withholdings on equity awards — — — — 16 ( 2,912 ) — — ( 2,912 )

Repurchase of common stock — — — — 367 ( 57,850 ) — — ( 57,850 )

Dividends — — — — — — ( 26,170 ) — ( 26,170 )

Net income — — — — — — 223,415 — 223,415

Balances, May 31, 2022 $ 2,157 51,342 $ 5 $ 2,404,281 716 $ ( 118,248 ) $ 589,740 $ ( 151,833 ) $ 2,723,945

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(currency in thousands)

Three Months Ended

February 28, 2023 February 28, 2022

Six Months Ended

May 31, 2023 May 31, 2022

Cash flows from operating activities:

7 unchanged sentences

Unrealized foreign exchange loss — 470

Unrealized loss on call options 12,429 —

Pension and other post-retirement benefit costs 5,627 5,628

12 unchanged sentences

Cash flows from financing activities:

Proceeds from the Credit Facility - Term Loan — 2,100,000

Repayments of the Credit Facility - Term Loan ( 25,000 ) —

Repayments of the Credit Facility - Prior Term Loan — ( 700,000 )

Proceeds from the Prior Credit Facility - Term Loan — 2,100,000

Repayments of the Prior Credit Facility - Term Loan ( 25,000 ) —

Repayments of the original credit facility - original term loan — ( 700,000 )

Proceeds from the Securitization Facility 727,000 848,500

33 unchanged sentences

Concentration of credit risk

For the three months ended February 28, 2023, no client accounted for more than 10% of the Company’s consolidated revenue.

For the three months ended February 28, 2022, one client accounted for 10.3 % of the Company’s consolidated revenue.

As of February 28, 2023, no client comprised more than 10% of the Company’s total accounts receivable balance.

For the three and six months ended May 31, 2023 and 2022, no client accounted for more than 10% of the Company’s consolidated revenue.

As of May 31, 2023, no client comprised more than 10% of the Company’s total accounts receivable balance.

As of November 30, 2022, one client comprised 12.4 % of the Company’s total accounts receivable balance.

11 unchanged sentences

Purchase price consideration

The total purchase price consideration, net of cash and restricted cash acquired, for the acquisition of PK was $ 1,573.3 million, which was funded by proceeds from the Company’s new term loan (the “Term Loan”) under its amended senior secured credit facility (the “Credit Facility”) and additional borrowings under its accounts receivable securitization facility (the “Securitization Facility”).

See Note 8 — Borrowings for a further discussion of the Term Loan, the Credit Facility and the Securitization Facility.

The total purchase price consideration, net of cash and restricted cash acquired, for the acquisition of PK was $ 1,573.3 million, which was funded by proceeds from the Company’s term loan under its senior credit facility and additional borrowings under its accounts receivable securitization facility.

See Note 8 — Borrowings for a further discussion of the Company’s term loan, senior credit facility and the accounts receivable securitization facility.

The purchase price consideration to acquire PK consisted of the following:

8 unchanged sentences

Total purchase price consideration $ 1,573,320

(1) Represents the cash consideration paid for the outstanding shares of PK’s common stock, which includes the final settlement of the merger consideration adjustment paid pursuant to the merger agreement.

(1) Represents the cash consideration paid for the outstanding shares of PK common stock, which includes the final settlement of the merger consideration adjustment paid pursuant to the merger agreement.

(2) Represents the cash consideration paid for certain vested PK stock option awards and restricted stock awards.

9 unchanged sentences

The factors contributing to the recognition of goodwill were the assembled workforce, comprehensive service portfolio delivery capabilities and strategic benefits that are expected to be realized from the acquisition.

None of the goodwill is expected to be deductible for income tax purposes.

None of the goodwill is deductible for income tax purposes.

The following table summarizes the final fair values of the assets acquired, liabilities assumed and non-controlling interest as of the acquisition date:

29 unchanged sentences

Supplemental Pro Forma Information

is not necessarily indicative of the financial position or results of operations that would have been realized if the PK acquisition had been completed on December 1, 2020, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position.

The supplemental pro forma financial information presented below is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the PK acquisition had been completed on December 1, 2020, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position.

The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

4 unchanged sentences

• The related income tax effects of the adjustments noted above.

The supplemental pro forma financial information for the prior period first fiscal quarter is as follows:

Three Months Ended

February 28, 2022

The supplemental pro forma financial information for the prior period second fiscal quarter is as follows:

Six Months Ended

Revenue $ 3,137,114

12 unchanged sentences

Total purchase price consideration $ 141,507

(1) Represents the cash consideration paid for the outstanding shares of ServiceSource’s common stock.

(1) Represents the cash consideration paid for the outstanding shares of ServiceSource common stock.

(2) Represents the cash consideration paid or to be paid for vested and unvested ServiceSource stock option awards, restricted stock units and performance stock units.

5 unchanged sentences

The factors contributing to the recognition of goodwill were the assembled workforce, high-value service delivery capabilities and strategic benefits that are expected to be realized from the acquisition.

None of the goodwill is expected to be deductible for income tax purposes.

None of the goodwill is deductible for income tax purposes.

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the acquisition date:

15 unchanged sentences

Total consideration transferred $ 167,159

As of February 28, 2023, the purchase price allocation is preliminary.

As of May 31, 2023, the purchase price allocation is preliminary.

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the acquisition date).

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of identifiable intangible assets acquired, the fair value of certain tangible assets acquired and liabilities assumed, and deferred income taxes.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of certain tangible assets acquired and liabilities assumed, and deferred income taxes.

The Company expects to continue to obtain information for the purpose of determining the fair value of the assets acquired and liabilities assumed on the acquisition date throughout the remainder of the measurement period.

Measurement period adjustments to the preliminary purchase price allocation during the three months ended February 28, 2023 were not material.

Measurement period adjustments to the preliminary purchase price allocation during the three and six months ended May 31, 2023 were not material.

The preliminary purchase price allocation includes $ 40,200 of acquired identifiable intangible assets, all of which have finite lives.

8 unchanged sentences

Total $ 40,200

Pending Combination with Webhelp

On March 29, 2023, Concentrix and OSYRIS S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and a direct wholly owned subsidiary of Concentrix (“Purchaser”), entered into a binding put option letter agreement (the “Put Option”) with certain stockholders (the “Beneficiaries”) of Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”) and the parent company of Webhelp SAS (“Webhelp”).

Pursuant to the Put Option, Concentrix and Purchaser committed to acquire (the “Offer”) all of the issued and outstanding capital stock of Webhelp Parent (the “Shares”) from the holders of Webhelp Parent (the “Sellers”), subject to the terms and conditions of the Share Purchase and Contribution Agreement.

Certain required consultation processes with works councils representing certain Webhelp staff in France and the Netherlands were completed in late April 2023.

On May 30, 2023, the Beneficiaries completed the collection of powers of attorney from 100% of the other Sellers to allow a representative to act on behalf of the Sellers in connection with the execution of the Share Purchase and Contribution Agreement and other related agreements and documents.

On June 2, 2023, the Beneficiaries exercised the Put Option and on June 12, 2023, Concentrix, the Purchaser, the Beneficiaries and Webhelp Parent entered into the Share Purchase and Contribution Agreement.

Subject to the terms and conditions of the Share Purchase and Contribution Agreement, Purchaser will acquire (directly and further to a contribution by Concentrix) all of the Sellers’ Shares.

The aggregate consideration for the acquisition of the Shares will consist of:

• € 500,000 in cash, subject to adjustment as set forth in the Share Purchase and Contribution Agreement (the “Closing Cash Payment”);

• a note issued by Concentrix in execution of a delegation of payment by Purchaser to Concentrix of a portion of the consideration for the Acquired Shares (as defined below) (the “Sellers’ Note” and, together with the Closing Cash Payment, the “Cash Purchase Price”) in the aggregate principal amount of € 700,000 , with a term of two years and bearing interest at a rate of 2 % per annum on the unpaid principal outstanding from time to time;

• 14,861.885 shares (the “Closing Shares”) of common stock, par value $ 0.0001 per share, of Concentrix (the “Concentrix common stock”);

• the contingent right granted by Purchaser in exchange for the Exchanged Shares (as defined below) to earn an additional 750 shares of Concentrix common stock (the “Earnout Shares”) if certain conditions set forth in the Share Purchase and Contribution Agreement occur, including the share price of Concentrix common stock reaching $ 170.00 per share within seven years from the closing of the Webhelp Combination (as defined below) (the “Closing Date”) (based on daily volume weighted average prices measured over a specified period).

On the Closing Date, (i) Purchaser will purchase certain of the Sellers’ Shares (the “Acquired Shares”) in exchange for the Cash Purchase Price, (ii) certain Sellers will contribute certain of their Shares (the “Contributed Shares”) to Concentrix in exchange for the Closing Shares, (iii) the Sellers will transfer and exchange certain of their Shares (the “Exchanged Shares”) to Purchaser in exchange for the contingent right to earn the Earnout Shares, (iv) Concentrix will execute and deliver the Sellers’ Note to the Sellers party thereto, and (v) Concentrix will transfer to Purchaser the Contributed Shares and the Exchanged Shares (collectively, and together with the other transactions contemplated by the Share Purchase and Contribution Agreement, the “Webhelp Combination”).

As a result of the Webhelp Combination, Purchaser will hold all of the share capital and voting rights of Webhelp Parent on a fully

diluted basis, and Webhelp Parent will become a wholly owned subsidiary of Purchaser, which in turn is a wholly owned subsidiary of Concentrix.

The Webhelp Combination is expected to close by the end of the year, subject to the satisfaction of customary closing conditions, including approval by Concentrix stockholders and regulatory approvals.

Acquisition-related and integration expenses

In connection with the acquisitions of PK and ServiceSource, the Company incurred $ 5,543 and $ 922 of acquisition-related and integration expenses for the three months ended February 28, 2023 and 2022, respectively.

In connection with the acquisitions of PK and ServiceSource and the pending combination with Webhelp, the Company incurred $ 7,433 and $ 12,976 of acquisition-related and integration expenses for the three and six months ended May 31, 2023, respectively, and $ 1,726 and $ 2,648 for the three and six months ended May 31, 2022.

These expenses primarily include legal and professional services, cash-settled awards, severance and retention payments and costs associated with lease terminations to integrate the businesses.

6 unchanged sentences

The performance-based restricted stock units had a grant date weighted average fair value of $ 136.19 per share.

The Company recorded share-based compensation expense in the consolidated statements of operations for the three months ended February 28, 2023 and 2022 as follows:

Three Months Ended

February 28, 2023 February 28, 2022

The Company recorded share-based compensation expense in the consolidated statements of operations for the six months ended May 31, 2023 and 2022 as follows:

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Total share-based compensation $ 11,189 $ 12,647 $ 27,943 $ 27,816

5 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:

February 28, 2023 November 30, 2022

May 31, 2023 November 30, 2022

Cash and cash equivalents $ 152,896 $ 145,382

3 unchanged sentences

Accounts receivable, net:

Accounts receivable, net is comprised of the following as of February 28, 2023 and November 30, 2022:

February 28, 2023 November 30, 2022

Accounts receivable, net is comprised of the following as of May 31, 2023 and November 30, 2022:

May 31, 2023 November 30, 2022

Billed accounts receivable $ 763,595 $ 782,049

5 unchanged sentences

Presented below is a progression of the allowance for doubtful trade receivables:

Three Months Ended

February 28, 2023 February 28, 2022

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Balance at beginning of period $ 6,084 $ 6,904 $ 4,797 $ 5,421

3 unchanged sentences

Property and equipment, net:

The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of February 28, 2023 and November 30, 2022:

February 28, 2023 November 30, 2022

The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of May 31, 2023 and November 30, 2022:

May 31, 2023 November 30, 2022

Land $ 27,154 $ 27,336

8 unchanged sentences

$ 394,464 $ 403,829

Shown below are the countries where 10% or more of the Company’s property and equipment, net are located as of February 28, 2023 and November 30, 2022:

February 28, 2023 November 30, 2022

Shown below are the countries where 10% or more of the Company’s property and equipment, net are located as of May 31, 2023 and November 30, 2022:

May 31, 2023 November 30, 2022

Property and equipment, net:

4 unchanged sentences

Total $ 394,464 $ 403,829

The following table summarizes the changes in the Company’s goodwill for the three months ended February 28, 2023 and 2022:

Three Months Ended

February 28, 2023 February 28, 2022

The following table summarizes the changes in the Company’s goodwill for the six months ended May 31, 2023 and 2022:

Six Months Ended

May 31, 2023 May 31, 2022

Balance at beginning of period $ 2,904,402 $ 1,813,502

Acquisitions — 1,126,111

Acquisition measurement period adjustment ( 1,215 ) —

Foreign exchange translation 407 ( 13,934 )

2 unchanged sentences

Intangible assets, net:

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of February 28, 2023 and November 30, 2022:

As of February 28, 2023 As of November 30, 2022

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of May 31, 2023 and November 30, 2022:

As of May 31, 2023 As of November 30, 2022

Gross amounts Accumulated amortization Net amounts Gross amounts Accumulated amortization Net amounts

6 unchanged sentences

Fiscal years ending November 30,

2023 (remaining nine months) $ 117,883

2023 (remaining six months) $ 78,680

Thereafter 346,572

2 unchanged sentences

The components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes, were as follows:

Three Months Ended February 28, 2023 and 2022

Three Months Ended May 31, 2023 and 2022

Unrecognized gains (losses) on

4 unchanged sentences

adjustments, net of taxes

Balance, November 30, 2021 $ ( 22,745 ) $ ( 1,403 ) $ ( 46,378 ) $ ( 70,526 )

Balances at February 28, 2022 $ ( 21,972 ) $ ( 4,836 ) $ ( 60,217 ) $ ( 87,025 )

Other comprehensive income (loss) before reclassification

2 unchanged sentences

— 3,138 — 3,138

Balances at May 31, 2022

$ ( 21,979 ) $ ( 14,642 ) $ ( 115,212 ) $ ( 151,833 )

Balances at February 28, 2023 $ ( 9,023 ) $ ( 6,453 ) $ ( 270,121 ) $ ( 285,597 )

Other comprehensive income (loss) before reclassification

1,051 ( 5,261 ) ( 16,246 ) ( 20,456 )

Balance, November 30, 2022 $ ( 8,471 ) $ ( 19,914 ) $ ( 287,364 ) $ ( 315,749 )

Reclassification of gains from other comprehensive income (loss)

— 3,044 — 3,044

Balances at May 31, 2023

$ ( 7,972 ) $ ( 8,670 ) $ ( 286,367 ) $ ( 303,009 )

Six Months Ended May 31, 2023 and 2022

Unrecognized gains (losses) on

defined benefit plan, net of taxes

Unrealized gains (losses) on

cash flow hedges, net of taxes

Foreign currency translation

adjustments, net of taxes

Balances at November 30, 2021 $ ( 22,745 ) $ ( 1,403 ) $ ( 46,378 ) $ ( 70,526 )

Other comprehensive income (loss) before reclassification

2 unchanged sentences

— 2,465 — 2,465

Balances at February 28, 2023

Balances at May 31, 2022

$ ( 21,979 ) $ ( 14,642 ) $ ( 115,212 ) $ ( 151,833 )

Balances at November 30, 2022 $ ( 8,471 ) $ ( 19,914 ) $ ( 287,364 ) $ ( 315,749 )

Other comprehensive income (loss) before reclassification

499 2,393 997 3,889

Reclassification of gains from other comprehensive income (loss)

— 8,851 — 8,851

Balances at May 31, 2023

$ ( 7,972 ) $ ( 8,670 ) $ ( 286,367 ) $ ( 303,009 )

Refer to Note 6—Derivative Instruments for the location of gains and losses on cash flow hedges reclassified from other comprehensive income (loss) to the consolidated statements of operations.

Reclassifications of

amortization of actuarial (gains) losses of defined benefit plans is recorded in “Other expense (income), net” in the consolidated statement of operations.

Reclassifications of amortization of actuarial (gains) losses of defined benefit plans is recorded in “Other expense (income), net” in the consolidated statement of operations.

NOTE 6— DERIVATIVE INSTRUMENTS:

12 unchanged sentences

dollars may hedge a portion of forecasted revenue or costs not denominated in the entities’ functional currencies.

These instruments mature at various dates through February 2025.

These instruments mature at various dates through May 2025.

Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings.

Deferred gains and losses associated with cash flow hedges of foreign currency revenue are recognized as a component of “Revenue” in the same period as the related revenue is recognized, and deferred gains and losses related to cash flow hedges of foreign currency costs are recognized as a component of “Cost of revenue” or “Selling, general and administrative expenses” in the same period as the related costs are recognized.

Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period.

Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted

hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period.

Deferred gains and losses in AOCI associated with such derivative instruments are reclassified into earnings in the period of de-designation.

4 unchanged sentences

Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.

In connection with the pending combination with Webhelp, the Company entered into short-term foreign exchange forward call option contracts to offset the foreign exchange risk associated with the cash payment required in euros upon closing of the Webhelp Combination.

These derivatives are not designated as hedging instruments and are adjusted to fair value through earnings and included in other expense (income), net in the consolidated statement of operations.

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

The fair values of the Company’s derivative instruments are disclosed in Note 7—Fair Value Measurements and summarized in the table below:

Balance Sheet Line Item February 28, 2023 November 30, 2022

Balance Sheet Line Item May 31, 2023 November 30, 2022

Derivative instruments not designated as hedging instruments:

1 unchanged sentence

Other current assets

19,249 22,839

Other accrued liabilities

16,708 14,934

Foreign exchange call options contracts (notional value) $ 2,012,475 $ —

Other current assets 2,199 —

Derivative instruments designated as cash flow hedges:

4 unchanged sentences

Volume of activity

The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Philippine peso, the Indian rupee, the Canadian dollar, the Japanese yen and the Australian dollar, that will be bought or sold at maturity.

The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Philippine peso, the Indian rupee, the euro, the British pound, the Canadian dollar, the Japanese yen and the Australian dollar, that will be bought or sold at maturity.

The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss.

2 unchanged sentences

The following table shows the gains and losses, before taxes, of the Company’s derivative instruments designated as cash flow hedges and not designated as hedging instruments in other comprehensive income (“OCI”), and the consolidated statements of operations for the periods presented:

Three Months Ended

Locations of gain (loss) in statement of operations February 28, 2023 February 28, 2022

Three Months Ended Six Months Ended

Locations of gain (loss) in statement of operations May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Derivative instruments designated as cash flow hedges

1 unchanged sentence

Foreign exchange forward contracts $ ( 7,013 ) $ ( 17,384 ) $ 3,190 $ ( 21,091 )

(Losses) gains reclassified from AOCI into income:

Losses reclassified from AOCI into income:

Foreign exchange forward contracts

(Loss) gain reclassified from AOCI into income Cost of revenue for services $ ( 5,760 ) $ 415

(Loss) gain reclassified from AOCI into income Selling, general and administrative expenses ( 1,981 ) 490

Loss reclassified from AOCI into income Cost of revenue for services $ ( 2,962 ) $ ( 3,426 ) $ ( 8,722 ) $ ( 3,011 )

Loss reclassified from AOCI into income Selling, general and administrative expenses ( 1,096 ) ( 790 ) ( 3,077 ) ( 300 )

Total $ ( 4,058 ) $ ( 4,216 ) $ ( 11,799 ) $ ( 3,311 )

Derivative instruments not designated as hedging instruments:

Gain (loss) recognized from foreign exchange forward contracts, net (1)

Loss recognized from foreign exchange forward contracts, net (1)

Other expense (income), net $ ( 11,060 ) $ ( 16,148 ) $ ( 4,835 ) $ ( 17,160 )

Loss recognized from foreign exchange call options contracts, net Other expense (income), net ( 12,429 ) — ( 12,429 ) —

Total $ ( 23,489 ) $ ( 16,148 ) $ ( 17,264 ) $ ( 17,160 )

(1) The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies.

11 unchanged sentences

The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis:

As of February 28, 2023 As of November 30, 2022

As of May 31, 2023 As of November 30, 2022

Fair value measurement category Fair value measurement category

3 unchanged sentences

Forward foreign currency exchange contracts 16,813 — 16,813 — 29,228 — 29,228 —

Foreign currency call options contracts

2,199 — 2,199 — — — — —

Forward foreign currency exchange contracts $ 35,409 $ — $ 35,409 $ — $ 47,869 $ — $ 47,869 $ —

4 unchanged sentences

Fair values of long-term foreign currency exchange contracts are measured using valuations based upon quoted prices for similar assets and liabilities in active markets and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of February 28, 2023 and November 30, 2022.

The fair value of the foreign exchange forward call options contracts is measured using market standard option models and foreign currency spot rates.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of May 31, 2023 and November 30, 2022.

The carrying values of term deposits with maturities less than one year, accounts receivable and accounts payable approximate fair value due to their short maturities and interest rates that are variable in nature.

The carrying values of the outstanding balance on the Term Loan under the Company’s Credit Facility and the outstanding balance on the Securitization Facility approximate their fair values since they bear interest rates that are similar to existing market rates.

During the three months ended February 28, 2023 and 2022, there were no transfers between the fair value measurement category levels.

During the three and six months ended May 31, 2023 and 2022, there were no transfers between the fair value measurement category levels.

NOTE 8—BORROWINGS:

Borrowings consist of the following:

February 28, 2023 November 30, 2022

May 31, 2023 November 30, 2022

Credit Facility - current portion of Term Loan component $ — $ —

5 unchanged sentences

Long-term debt, net $ 2,130,960 $ 2,224,288

Credit Facility

On December 27, 2021, in connection with the closing of the acquisition of PK, Concentrix entered into the Credit Facility to (i) refinance the then-outstanding term loan (the “Prior Term Loan”) with the Term Loan, which was fully advanced, in the aggregate outstanding principal amount of $ 2,100,000 , (ii) increase the commitments under its revolving credit facility to $ 1,000,000 (the “Revolver”), (iii) extend the maturity of the Credit Facility from November 30, 2025 to December 27, 2026, (iv) replace LIBOR with SOFR (the Secured Overnight Financing Rate) as the primary reference rate used to calculate interest on the loans under the Credit Facility, and (v) modify the commitment fee on the unused portion of the Revolver and the margins in excess of the reference rates at which the loans under the Credit Facility bear interest.

The proceeds from the Term Loan and additional borrowings under the Securitization Facility were used to repay the outstanding principal amount of the Prior Term Loan and to finance the acquisition of PK, including the repayment of certain indebtedness of PK and the payment of fees and expenses in connection with the acquisition of PK.

Borrowings under the Credit Facility bear interest, in the case of term or daily SOFR loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0 %), plus an adjustment of between 0.10 % and 0.25 % depending on the interest period of each SOFR loan, plus an applicable margin, which ranges from 1.25 % to 2.00 %, based on Concentrix’ consolidated leverage ratio.

Borrowings under the Credit Facility that are base rate loans bear interest at a per annum rate equal to (i) the greatest of (a) the Federal Funds Rate in effect on such day plus ½ of 1.00%, (b) the rate of interest last publicly announced by Bank of America as its “prime rate” and (c) the term SOFR rate plus 1.00 %, plus (ii) an applicable margin, which ranges from 0.25 % to 1.00 %, based on Concentrix’ consolidated leverage ratio.

A commitment fee is payable on the unused portion of the Revolver that ranges from 22.5 to 30 basis points, based on Concentrix’ consolidated leverage ratio.

Beginning August 31, 2022, the outstanding principal of the Term Loan became payable in quarterly installments of $ 26,250 , with the unpaid balance due in full on the maturity date.

During the three months ended February 28, 2023, the Company paid $ 25,000 of voluntary principal prepayments, without penalty, on the Term Loan.

Based on the Company’s required and voluntary principal prepayments made to date, the next quarterly installment of $ 26,250 is due in November of 2024.

Concentrix may request, subject to obtaining commitments from any participating lenders and certain other conditions, incremental commitments to increase the amount of the Revolver or the Term Loan available under the Credit Facility in an aggregate principal amount of up to $ 450,000 , plus an additional amount, so long as after giving effect to the incurrence of such additional amount, the Company’s pro forma first lien leverage ratio (as defined in the Credit Facility) would not exceed 3.00 to 1.00.

Obligations under the Credit Facility are secured by substantially all of the assets of Concentrix Corporation and certain of its U.S.

subsidiaries and are guaranteed by certain of its U.S.

Bridge Facility and Restated Credit Agreement

To provide the debt financing required by Concentrix to consummate the Webhelp Combination, Concentrix entered into a commitment letter dated March 29, 2023 (the “Bridge Commitment Letter,” and the commitments pursuant to the Bridge Commitment Letter, the “Bridge Facility”), under which certain financing institutions committed to provide a 364-day bridge loan facility in an aggregate principal amount of $ 5,290,000 consisting of (i) a $ 1,850,000 tranche of term bridge loans (the “Term Loan Amendment Tranche”), (ii) a $ 1,000,000 tranche of revolving commitments (the “Revolver Amendment Tranche”) and (iii) a $ 2,440,000 tranche of term bridge loans (the “Acquisition Tranche”), each subject to the satisfaction of certain customary closing conditions, including the consummation of the Webhelp Combination.

The incurrence of the acquisition-related indebtedness that would be funded by the Acquisition Tranche of the Bridge Facility (or permanent financing in lieu thereof) and by the Sellers’ Note was not permitted under Concentrix’ prior credit agreement dated as of October 16, 2020, among Concentrix, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.

Therefore, on April 21, 2023, Concentrix entered into an Amendment and Restatement Agreement (the “Amendment Agreement”) with the lenders party thereto, JPMorgan Chase and Bank of America, N.A.

in order to amend and restate Concentrix’ prior credit agreement (as amended and restated, the “Restated Credit Agreement”).

As a result of having entered into the Amendment Agreement, among other things, Concentrix obtained requisite lender consent to incur acquisition-related indebtedness, and pursuant to the terms of the Bridge Commitment Letter, the commitments with respect to the Term Loan Amendment Tranche and the Revolver Amendment Tranche of the Bridge Facility were each reduced to zero , and the Acquisition Tranche was reduced by approximately $ 294,702 .

If the Company utilizes the Bridge Facility, amounts drawn thereunder will bear interest at a per annum rate equal to adjusted term SOFR plus a margin which may initially range from 1.125 % to 2.000 %, depending on the Company’s debt rating or leverage ratio, as applicable, as determined in accordance with the Bridge Commitment Letter, which margin will be increased by 0.25 % on each of the 90th, 180th and 270th day after the closing of the Bridge Facility.

The Company will pay commitment fees on the undrawn amount of this commitment ranging from 0.125 % to 0.275 % if based upon the Company’s debt rating, or 0.225 % to 0.300 % if based upon the Company’s leverage ratio, as applicable, determined in accordance with the Bridge Commitment Letter.

The Restated Credit Agreement provides for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $ 1,042,500 .

The Restated Credit Agreement also provides for a senior unsecured term loan facility in an aggregate principal amount not to exceed approximately $ 2,144,700 , of which

$ 1,850,000 is outstanding and approximately $ 294,702 is available to be drawn on a delayed draw basis (the “Delayed Draw Term Loans”), subject to customary conditions, concurrent with closing of the Webhelp Combination.

Aggregate borrowing capacity under the Restated Credit Agreement may be increased by up to an additional $ 500,000 by increasing the amount of the revolving credit facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Restated Credit Agreement, including the receipt of additional commitments for such increase.

The date on which the Delayed Draw Term Loans under the Restated Credit Agreement will be funded must be no later than five business days after the End Date (as defined in the Share Purchase and Contribution Agreement), which may be extended pursuant to the Share Purchase and Contribution Agreement.

The lenders’ obligation to fund the Delayed Draw Term Loans on the closing date of the Webhelp Combination is subject to several customary conditions, including, among others, consummation of the Webhelp Combination.

The proceeds of the Delayed Draw Term Loans on the closing date of the Webhelp Combination will be used to finance a portion of the Webhelp Combination and any related refinancing, together with the payment of related fees and expenses.

The revolving credit facility is, subject to customary conditions, available for general corporate purposes and any other purpose not prohibited by the Restated Credit Agreement.

The maturity date of the Restated Credit Agreement remains December 27, 2026, subject, in the case of the revolving credit facility, to two one-year extensions upon Concentrix’ prior notice to the lenders and the agreement of the lenders to extend such maturity date.

The outstanding principal amount of the term loans is payable in quarterly installments in an amount equal to 1.25 % of the existing principal balance, plus any Delayed Draw Term Loans advanced on the closing date of the Webhelp Combination, commencing on December 31, 2024, with the outstanding principal amount of the term loans due in full on the maturity date.

Borrowings under the Restated Credit Agreement bear interest, in the case of SOFR rate loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0 %), plus an applicable margin, which ranges from 1.125 % to 2.000 %, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money plus a credit spread adjustment to the SOFR rate of 0.10 %.

Borrowings under the

Restated Credit Agreement that are base rate loans bear interest at a per annum rate (but not less than 1.0 %) equal to (i) the greatest of (A) the Prime Rate (as defined in the Restated Credit Agreement) in effect on such day, (B) the NYFRB Rate (as defined in the Restated Credit Agreement) in effect on such day plus ½ of 1.0%, and (C) the adjusted one-month term SOFR rate plus 1.0 % per annum, plus (ii) an applicable margin, which ranges from 0.125 % to 1.000 %, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money.

The Restated Credit Agreement contains certain loan covenants that are customary for credit facilities of this type and that restrict the ability of Concentrix and its subsidiaries to take certain actions, including the creation of liens, mergers or consolidations, changes to the nature of their business, and, solely with respect to subsidiaries of Concentrix, incurrence of indebtedness.

In addition, the Restated Credit Agreement contains financial covenants that require Concentrix to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Restated Credit Agreement) not to exceed 3.75 to 1.0 (or for certain periods following certain qualified acquisitions, 4.25 to 1.0) and (ii) a consolidated interest coverage ratio (as defined in the Restated Credit Agreement) equal to or greater than 3.00 to 1.0.

The Restated Credit Agreement also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix.

As of the effective date of the Amendment Agreement, none of Concentrix’ subsidiaries guarantees the obligations under the Restated Credit Agreement.

Prior to entering into the Amendment Agreement, obligations under the Company’s senior credit facility (the “Prior Credit Facility”) were secured by substantially all of the assets of Concentrix Corporation and certain of its U.S.

subsidiaries and were guaranteed by certain of its U.S.

subsidiaries.

The Credit Facility contains various loan covenants that restrict the ability of Concentrix Corporation and its subsidiaries to take certain actions, including incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions with affiliates or changing the nature of their business.

In addition, the Credit Facility contains financial covenants that require Concentrix to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Credit Facility) not to exceed 3.75 to 1.0 and (ii) a consolidated interest coverage ratio (as defined in the Credit Facility) equal to or greater than 3.00 to 1.0.

The Credit Facility also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix.

At February 28, 2023 and November 30, 2022, no amounts were outstanding under the Revolver.

Borrowings under the Prior Credit Facility bore interest, in the case of term or daily SOFR loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0 %), plus an adjustment of between 0.10 % and 0.25 % depending on the interest period of each SOFR loan, plus an applicable margin, which ranged from 1.25 % to 2.00 %, based on Concentrix’ consolidated leverage

Borrowings under the Credit Facility that were base rate loans bore interest at a per annum rate equal to (i) the greatest of (a) the Federal Funds Rate in effect on such day plus ½ of 1.00%, (b) the rate of interest last publicly announced by Bank of America as its “prime rate” and (c) the term SOFR rate plus 1.00 %, plus (ii) an applicable margin, which ranged from 0.25 % to 1.00 %, based on Concentrix’ consolidated leverage ratio.

From August 31, 2022 through the date of the Amendment Agreement, the outstanding principal of the term loans under the Prior Credit Facility was payable in quarterly installments of $ 26,250 .

At May 31, 2023 and November 30, 2022, no amounts were outstanding under the Company’s revolving credit facility.

During the six months ended May 31, 2023, the Company paid $ 25,000 of voluntary principal prepayments, without penalty, on the term loans under the Prior Credit Facility.

The Company paid a total of $ 20,683 in Bridge Facility financing fees and debt amendment fees related to the Restated Credit Agreement during the three and six months ended May 31, 2023.

Of that amount paid, the Company incurred expenses of $ 11,840 in the three and six months ended May 31, 2023 that are recorded within interest expense and finance charges, net in the consolidated statement of operations.

The expense associated with the Bridge Facility financing fees recorded to date relates to amortization of the fees over the expected term of the Bridge Facility in addition to a portion that was written off as a result of the Term Loan Amendment Tranche and the Revolver Amendment Tranche being reduced to zero in connection with the Amendment Agreement.

Securitization Facility

4 unchanged sentences

Borrowing availability under the Securitization Facility may be limited by the Company’s accounts receivable balances, changes in the credit ratings of the clients comprising the receivables, client concentration levels in the receivables, and certain characteristics of the accounts receivable being transferred (including factors tracking performance of the accounts receivable over time).

The Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Credit Facility and customary events of default, including payment defaults, defaults under certain other indebtedness, a change in control of Concentrix, and certain events negatively affecting the overall credit quality of the transferred accounts receivable.

The Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Restated Credit Agreement and customary events of default, including payment defaults, defaults under certain other indebtedness, a change in control of Concentrix, and certain events negatively affecting the overall credit quality of the transferred accounts receivable.

The Borrower’s sole business consists of the purchase or acceptance through capital contributions of the receivables and related security from the Originators and the subsequent retransfer of or granting of a security interest in such receivables and related security to the administrative agent under the Securitization Facility for the benefit of the lenders.

1 unchanged sentence

Covenant compliance

As of February 28, 2023 and November 30, 2022, Concentrix was in compliance with all covenants for the above arrangements.

As of May 31, 2023 and November 30, 2022, Concentrix was in compliance with all covenants for the above arrangements.

NOTE 9— EARNINGS PER SHARE:

1 unchanged sentence

The Company’s restricted stock awards are considered participating securities because they are legally issued at the grant date and holders have a non-forfeitable right to receive dividends.

Three Months Ended

February 28, 2023 February 28, 2022

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Basic earnings per common share:

19 unchanged sentences

In the following table, the Company’s revenue is disaggregated by primary industry verticals:

Three Months Ended

February 28, 2023 February 28, 2022

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Industry vertical:

16 unchanged sentences

legal entities are covered by government mandated defined contribution plans.

During the three months ended February 28, 2023 and 2022, the Company contributed $ 22,654 and $ 21,812 , respectively, to defined contribution plans.

During the three and six months ended May 31, 2023, the Company contributed $ 21,871 and $ 44,525 , respectively, to defined contribution plans.

During the three and six months ended May 31, 2022, the Company contributed $ 26,855 and $ 48,667 , respectively, to defined contribution plans.

Defined Benefit Plans

6 unchanged sentences

Benefits under these plans are primarily based on years of service and compensation during the years immediately preceding retirement or termination of participation in the plans.

Net benefit costs related to defined benefit plans were $ 2,934 and $ 5,722 , during the three months ended February 28, 2023 and 2022, respectively.

On an aggregate basis, the plans were underfunded by $ 72,288 and $ 71,815 at February 28, 2023 and November 30, 2022, respectively.

Net benefit costs related to defined benefit plans were $ 2,693 and $ 5,627 , during the three and six months ended May 31, 2023, respectively.

Net benefit costs related to defined benefit plans were $ 2,353 and $ 5,628 , during the three and six months ended May 31, 2022, respectively.

On an aggregate basis, the plans were underfunded by $ 68,414 and $ 71,815 at May 31, 2023 and November 30, 2022, respectively.

NOTE 12— INCOME TAXES:

Income taxes consist of current and deferred tax expense resulting from income earned in domestic and international jurisdictions.

The effective tax rates for the three months ended February 28, 2023 and 2022 were impacted by the geographic mix of worldwide income and certain discrete items.

The liability for unrecognized tax benefits was $ 79,983 and $ 78,501 at February 28, 2023 and November 30, 2022, respectively, and is included in other long-term liabilities in the consolidated balance sheets.

As of February 28, 2023 and November 30, 2022, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 42,631 and $ 40,793 , respectively.

The effective tax rates for the three and six months ended May 31, 2023 and 2022 were impacted by the geographic mix of worldwide income and certain discrete items.

The liability for unrecognized tax benefits was $ 83,317 and $ 78,501 at May 31, 2023 and November 30, 2022, respectively, and is included in other long-term liabilities in the consolidated balance sheets.

As of May 31, 2023 and November 30, 2022, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 46,220 and $ 40,793 , respectively.

This amount includes net interest and penalties of $ 8,676 and $ 7,538 for the respective periods.

5 unchanged sentences

The following table presents the various components of operating lease costs:

Three Months Ended

February 28, 2023 February 28, 2022

Three Months Ended Six Months Ended

May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022

Operating lease cost $ 51,675 $ 49,738 $ 103,435 $ 100,540

3 unchanged sentences

Total operating lease cost $ 67,391 $ 65,466 $ 134,838 $ 131,854

The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five fiscal years and thereafter as of February 28, 2023:

The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five fiscal years and thereafter as of May 31, 2023:

Fiscal Years Ending November 30,

2023 (remaining nine months)

2023 (remaining six months)

Thereafter 29,961

4 unchanged sentences

The following amounts were recorded in the consolidated balance sheets related to the Company’s operating leases:

February 28, 2023 November 30, 2022

May 31, 2023 November 30, 2022

Operating lease ROU assets Other assets, net $ 456,644 $ 473,039

3 unchanged sentences

Cash payments related to variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:

Three Months Ended

February 28, 2023 February 28, 2022

Six Months Ended

May 31, 2023 May 31, 2022

Cash paid for amounts included in the measurement of lease liabilities $ 106,144 $ 100,857

Non-cash ROU assets obtained in exchange for lease liabilities 68,050 68,238

The weighted-average remaining lease term and discount rate as of February 28, 2023 and November 30, 2022 were as follows:

February 28, 2023 November 30, 2022

The weighted-average remaining lease term and discount rate as of May 31, 2023 and November 30, 2022 were as follows:

May 31, 2023 November 30, 2022

Weighted-average remaining lease term (years) 3.51 3.72

14 unchanged sentences

The repurchase program has no termination date and may be suspended or discontinued at any time.

During the three months ended February 28, 2023, the Company repurchased 71 shares of its common stock for an aggregate purchase price of $ 10,001 .

During the three months ended February 28, 2022, the Company did not repurchase any shares under the program.

During the three and six months ended May 31, 2023, the Company repurchased 39 and 110 shares, respectively, of its common stock for an aggregate purchase price of $ 4,940 and $ 14,941 , respectively.

During the three and six months ended May 31, 2022, the Company repurchased 367 shares of its common stock for an aggregate purchase price of $ 57,850 .

The share repurchases were made on the open market and the shares repurchased by the Company are held in treasury for general corporate purposes.

At February 28, 2023, approximately $ 344,083 remained available for share repurchases under the existing authorization from the Company’s board of directors.

During March 2023, the Company repurchased 39 shares of its common stock for an aggregate purchase price of $ 4,940 .

At May 31, 2023, approximately $ 339,143 remained available for share repurchases under the existing authorization from the Company’s board of directors.

During June 2023, the Company did not repurchase any shares of its common stock.

During fiscal years 2023 and 2022, the Company has paid the following dividends per share approved by the Company’s board of directors:

5 unchanged sentences

January 19, 2023 January 30, 2023 $ 0.275 February 10, 2023

On March 29, 2023, the Company announced a cash dividend of $ 0.275 per share to stockholders of record as of April 28, 2023, payable on May 9, 2023.

NOTE 16—SUBSEQUENT EVENTS

Pending Combination with Webhelp

In March 2023, Concentrix entered into a binding put option agreement with certain shareholders of Marnix Lux SA (“Webhelp Parent”), the parent company of the Webhelp business.

Webhelp is a leading provider of CX solutions, including sales, marketing, and payment services, with significant operations and client relationships in Europe, Latin America, and Africa.

Following completion of required works council consultation processes, the parties are expected to enter into a definitive purchase agreement.

Under the terms of the agreement and subject to completion of the required works council consultations and the satisfaction of closing conditions, Concentrix will acquire 100% of the shares of Webhelp Parent in a transaction valued at approximately $ 4.8 billion, including the assumption of approximately € 1.55 billion of net debt.

At the closing of the transaction, shareholders of Webhelp Parent will receive (i) approximately 14.9 million shares of Concentrix common stock, (ii) € 500 million in cash, (iii) a € 700 million note payable in two years , bearing interest at 2 % per annum, and (iv) the right to earn an additional 0.75 million shares of Concentrix common stock if the share price of Concentrix common stock reaches $ 170.00 per share within seven years from the closing of the transaction (based on daily volume weighted average prices measured over a specified period).

Upon the closing of the transaction, Concentrix shareholders will own approximately 78 % of the combined company with Webhelp Parent shareholders owning approximately 22 %.

The transaction is expected to close by the end of the year, subject to completion of the required works council consultations and the satisfaction of customary closing conditions, including approval by Concentrix shareholders and regulatory approvals.

Debt Commitment Letter

In connection with the pending combination, the Company entered into a debt commitment letter (the “Commitment Letter”), dated as of March 29, 2023, with JPMorgan Chase Bank, N.A.

(“JPMorgan”), pursuant to which JPMorgan has committed to provide a 364-day bridge loan facility in an aggregate principal amount of $ 5.29 billion (the “Bridge Facility”), consisting of three tranches:

(i) a $ 2.44 billion tranche of term bridge loans, (ii) a $ 1.85 billion tranche of term bridge loans and (iii) a $ 1.0 billion tranche of revolving commitments (the “Amendment Revolving Tranche”), each subject to the satisfaction of certain customary closing conditions including the consummation of the combination with Webhelp.

The Bridge Facility is available to (i) pay for a portion of the cash purchase price, (ii) directly or indirectly repay certain indebtedness of Webhelp Parent and its subsidiaries and certain indebtedness of the Company and its subsidiaries, and (iii) to pay fees, costs and expenses related to the transaction, the Bridge Facility and transactions being entered into or otherwise contemplated in

connection therewith.

Additionally, the Amendment Revolving Tranche will be available after the consummation of the combination for working capital and other general corporate purposes.

If the Company utilizes the Bridge Facility, amounts drawn thereunder will bear interest at an annual rate equal to adjusted term SOFR plus a margin which may initially range from 1.125 % to 2.000 %, depending on the Company’s debt rating or leverage ratio, as applicable, as determined in accordance with the Commitment Letter, which margin will be increased by 0.25 % on each of the 90th, 180th and 270th day after the closing of the Bridge Facility.

March 29, 2023 April 28, 2023 $ 0.275 May 9, 2023

On June 28, 2023, the Company announced a cash dividend of $ 0.275 per share to stockholders of record as of July 28, 2023, payable on August 8, 2023.

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

What changed 10-Q

Item 1. Financial Statements