What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-05 compared with 2024-04-05 · 171 added, 115 removed, 583 unchanged (33% of the section changed)

3 unchanged sentences

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

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

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 29, 2024 and November 30, 2023, respectively

Preferred stock, $ 0.0001 par value, 10,000 shares authorized and no shares issued and outstanding as of May 31, 2024 and November 30, 2023, respectively

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

67,981 and 67,883 shares issued as of February 29, 2024 and November 30, 2023, respectively, and 65,572 and 65,734 shares outstanding as of February 29, 2024 and November 30, 2023, respectively

68,007 and 67,883 shares issued as of May 31, 2024 and November 30, 2023, respectively, and 64,933 and 65,734 shares outstanding as of May 31, 2024 and November 30, 2023, respectively

Additional paid-in capital 3,627,559 3,582,521

Treasury stock, 2,409 and 2,149 shares as of February 29, 2024 and November 30, 2023, respectively

Treasury stock, 3,074 and 2,149 shares as of May 31, 2024 and November 30, 2023, respectively

( 336,486 ) ( 271,968 )

7 unchanged sentences

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

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Revenue $ 2,380,716 $ 1,614,706 $ 4,783,464 $ 3,251,110

18 unchanged sentences

(currency in thousands)

Three Months Ended

February 29, 2024 February 28, 2023

Net income before non-controlling interest

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

$ 66,834 $ 78,850 $ 118,936 $ 166,720

Other comprehensive income (loss):

Unrealized gains (losses) of defined benefit plans, net of taxes of $( 135 ) and $ 109 for the three months ended February 29, 2024 and February 28, 2023, respectively

Unrealized gains (losses) of defined benefit plans, net of taxes of $ 0 and $( 135 ) for the three and six months ended May 31, 2024, respectively, and $( 289 ) and $( 180 ) for the three and six months ended May 31, 2023, respectively

( 30 ) 1,051 1,274 499

Unrealized gains (losses) on hedges during the period, net of taxes of $ 1,328 and $( 2,549 ) for the three months ended February 29, 2024 and February 28, 2023, respectively

Unrealized gains (losses) on hedges during the period, net of taxes of $ 7,101 and $ 8,429 for the three and six months ended May 31, 2024, respectively, and $ 1,752 and $( 797 ) for the three and six months ended May 31, 2023, respectively

( 20,927 ) ( 5,261 ) ( 24,947 ) 2,393

Reclassification of net (gains) losses on hedges to net income, net of taxes of $ 150 and $( 1,934 ) for the three months ended February 29, 2024 and February 28, 2023, respectively

Reclassification of net losses on hedges to net income, net of taxes of $( 168 ) and $( 18 ) for the three and six months ended May 31, 2024, respectively, and $( 1,014 ) and $( 2,948 ) for the three and six months ended May 31, 2023, respectively

495 3,044 68 8,851

1 unchanged sentence

( 20,432 ) ( 2,217 ) ( 24,879 ) 11,244

Foreign currency translation, net of taxes of $ 0 for the three months ended February 29, 2024 and February 28, 2023, respectively

Foreign currency translation, net of taxes of $ 0 for the three and six months ended May 31, 2024 and 2023, respectively

( 25,351 ) ( 16,246 ) ( 94,763 ) 997

1 unchanged sentence

( 45,813 ) ( 17,412 ) ( 118,368 ) 12,740

Comprehensive income (loss)

Comprehensive income

$ 21,021 $ 61,438 $ 568 $ 179,460

3 unchanged sentences

(currency and share amounts in thousands)

Three Months Ended February 29, 2024 and February 28, 2023

Three and Six Months Ended May 31, 2024

Common stock Treasury stock

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

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

Other comprehensive income — — — — — — 30,152 30,152

Balances, February 29, 2024 67,981 $ 7 $ 3,605,694 2,409 $ ( 295,732 ) $ 1,055,950 $ ( 264,282 ) $ 4,101,637

Other comprehensive loss — — — — — — ( 45,813 ) ( 45,813 )

Share-based compensation activity 26 — 21,865 — — — — 21,865

3 unchanged sentences

Net income — — — — — 66,834 — 66,834

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

Balances, May 31, 2024 68,007 $ 7 $ 3,627,559 3,074 $ ( 336,486 ) $ 1,102,438 $ ( 310,095 ) $ 4,083,423

Balances, November 30, 2023 67,883 $ 7 $ 3,582,521 2,149 $ ( 271,968 ) $ 1,024,461 $ ( 191,727 ) $ 4,143,294

5 unchanged sentences

Net income — — — — — 118,936 — 118,936

Balances, May 31, 2024 68,007 $ 7 $ 3,627,559 3,074 $ ( 336,486 ) $ 1,102,438 $ ( 310,095 ) $ 4,083,423

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, 2023

Common stock Treasury stock

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 )

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

Repurchase of common stock for tax withholdings on equity awards — — — 2 ( 236 ) — — ( 236 )

Repurchase of common stock — — — 39 ( 4,940 ) — — ( 4,940 )

Dividends — — — — — ( 14,317 ) — ( 14,317 )

Net income — — — — — 78,850 — 78,850

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

Other comprehensive income — — — — — — 12,740 12,740

Share-based compensation activity 252 — 30,921 — — — — 30,921

Repurchase of common stock for tax withholdings on equity awards — — — 60 ( 8,452 ) — — ( 8,452 )

Repurchase of common stock — — — 110 ( 14,941 ) — — ( 14,941 )

Dividends — — — — — ( 28,630 ) — ( 28,630 )

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.

2 unchanged sentences

(currency in thousands)

Three Months Ended

February 29, 2024 February 28, 2023

Six Months Ended

May 31, 2024 May 31, 2023

Cash flows from operating activities:

Net income before non-controlling interest $ 52,102 $ 87,870

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Net income $ 118,936 $ 166,720

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 128,732 76,386

3 unchanged sentences

Deferred income taxes ( 52,809 ) ( 29,714 )

Amortization of debt issuance costs 5,625 419

Amortization of debt discount and issuance costs 12,798 7,482

Unrealized loss on call options — 12,429

Pension and other post-retirement benefit costs 7,089 5,627

6 unchanged sentences

Other operating assets and liabilities ( 249,902 ) ( 90,845 )

Net cash provided by (used in) operating activities ( 46,870 ) 103,893

Net cash provided by operating activities 191,469 237,328

Cash flows from investing activities:

9 unchanged sentences

Other debt repayments ( 3,916 ) —

Cash paid for debt issuance costs ( 600 ) ( 20,683 )

Cash paid for acquired earnout liabilities ( 22,737 ) —

Proceeds from exercise of stock options 1,940 3,187

3 unchanged sentences

Change in funds held for clients ( 30,588 ) —

Net cash provided by (used in) financing activities 14,444 ( 34,526 )

Net cash used in financing activities ( 183,276 ) ( 162,019 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 5,978 ) 1,357

9 unchanged sentences

NOTE 1— BACKGROUND AND BASIS OF PRESENTATION:

Concentrix Corporation (“Concentrix,” the “CX business” or the “Company”), is a leading global provider of Customer Experience (“CX”) solutions and technology that help iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers around the world.

The Company provides end-to-end capabilities, including CX process optimization, technology innovation and design engineering, front- and back-office automation, analytics, and business transformation services to clients in five primary industry verticals.

The Company’s primary verticals are technology and consumer electronics, retail, travel and e-commerce, communications and media, banking, financial services and insurance, and healthcare.

Concentrix Corporation (“Concentrix” or the “Company”), is a global technology and services leader that designs, builds and runs fully integrated, end-to-end solutions at speed and scale across the enterprise, helping iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers around the world.

The Company provides end-to-end capabilities, including customer experience (“CX”) process optimization, technology innovation and design engineering, front- and back-office automation, analytics, and business transformation services to clients in five primary industry verticals.

The Company’s primary verticals are:

technology and consumer electronics;

retail, travel and e-commerce;

communications and media;

banking, financial services and insurance;

and healthcare.

Basis of presentation

11 unchanged sentences

Concentration of credit risk

For the three months ended February 29, 2024 and February 28, 2023, no client accounted for more than 10% of the Company’s consolidated revenue.

As of February 29, 2024 and November 30, 2023, no client comprised more than 10% of the Company’s total accounts receivable balance.

For the three and six months ended May 31, 2024 and 2023, no client accounted for more than 10% of the Company’s consolidated revenue.

As of May 31, 2024 and November 30, 2023, no client comprised more than 10% of the Company’s total accounts receivable balance.

Recently adopted accounting pronouncements

4 unchanged sentences

In December 2023, the FASB issued ASU 2023-09, which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid.

The amendments in ASU 2023-09 are effective for the fiscal year ending November 30, 2026.

The amendments in ASU 2023-09 are effective for the Company for the fiscal year ending November 30, 2026.

The Company is currently evaluating the impact that this update will have on its disclosures in the consolidated financial statements.

5 unchanged sentences

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.

Since the closing of the Webhelp Combination, the Company has operated under the trade name “Concentrix + Webhelp” while it transitions Webhelp operations and branding to the Concentrix name.

Preliminary purchase price consideration

16 unchanged sentences

The estimated fair value of this contingent consideration was determined using a Monte-Carlo simulation model.

The inputs include the closing price of Concentrix common stock as of the Closing Date, Concentrix-specific historical equity volatility, and the risk-free rate.

The inputs include the closing price of Concentrix common stock as of the Closing Date (as defined below), Concentrix-specific historical equity volatility, and the risk-free rate.

See further details below.

25 unchanged sentences

Other assets 407,706

Total assets acquired 6,050,605

Liabilities assumed:

9 unchanged sentences

(1) Includes restricted cash acquired of $ 188,899 .

As of February 29, 2024, the purchase price allocation is preliminary.

As of May 31, 2024, 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).

3 unchanged sentences

Adjustments were primarily made to cash, goodwill, accrued compensation and benefits, accrued liabilities and deferred income taxes.

These measurement period adjustments to the preliminary purchase price allocation during the three months ended February 29, 2024 were not material.

These measurement period adjustments to the preliminary purchase price allocation during the three and six months ended May 31, 2024 were not material.

The preliminary purchase price allocation includes $1,984,000 of acquired identifiable intangible assets, all of which have finite lives.

17 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 ended February 28, 2023 is as follows:

Three Months Ended

February 28, 2023

The supplemental pro forma financial information for the six months ended May 31, 2023 is as follows:

Six Months Ended

Revenue $ 4,701,097

1 unchanged sentence

Acquisition-related and integration expenses

In connection with the Webhelp Combination and previous year acquisitions, the Company incurred $ 30,173 and $ 5,543 of acquisition-related and integration expenses for the three months ended February 29, 2024 and February 28, 2023, respectively.

In connection with the Webhelp Combination and previous year acquisitions, the Company incurred $ 30,906 and $ 61,079 of acquisition-related and integration expenses for the three and six months ended May 31, 2024, respectively, and $ 7,433 and $ 12,976 for the three and six months ended May 31, 2023, respectively.

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.

2 unchanged sentences

The Company recognizes share-based compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock awards, restricted stock units, and performance-based restricted stock units based on estimated fair values.

In February 2024, the Company granted 96 restricted stock units and 115 performance-based restricted stock units under the Concentrix Stock Incentive Plan, which included annual awards to the Company’s senior executive team.

In February 2024, the Company granted 96 restricted stock units and 115 performance-based restricted stock units under the Concentrix Corporation 2020 Stock Incentive Plan (the “Concentrix Stock Incentive Plan”), which included annual awards to the Company’s senior executive team.

The restricted stock units had a weighted average grant date fair value of $ 89.28 per share and vest over a service period of three years .

1 unchanged sentence

The performance-based restricted stock units had a grant date weighted average fair value of $ 85.71 per share.

The Company recorded share-based compensation expense in the consolidated statements of operations for the three months ended February 29, 2024 and February 28, 2023 as follows:

Three Months Ended

February 29, 2024 February 28, 2023

In April 2024, the Company granted 532 performance-based restricted stock units under the Concentrix Stock Incentive Plan.

The performance-based restricted stock units will vest, if at all, upon the achievement of certain financial targets during the three -year period ending November 30, 2026.

The performance-based restricted stock units had a grant date weighted average fair value of $ 52.87 per share.

The Company recorded share-based compensation expense in the consolidated statements of operations for the three and six months ended May 31, 2024 and 2023 as follows:

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Total share-based compensation $ 21,618 $ 11,189 $ 43,264 $ 27,943

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 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

Cash and cash equivalents $ 207,340 $ 295,336

2 unchanged sentences

Restricted cash balances relate primarily to funds held for clients, restrictions placed on cash deposits by banks as collateral for the issuance of bank guarantees and the terms of a government grant, and letters of credit for leases.

The Company had a corresponding current liability recorded in other accrued liabilities on the consolidated balance sheet related to funds held for clients of approximately $ 174,303 and $ 218,228 as of February 29, 2024 and November 30, 2023, respectively.

The Company had a corresponding current liability recorded in other accrued liabilities on the consolidated balance sheet related to funds held for clients of approximately $ 181,608 and $ 218,228 as of May 31, 2024 and November 30, 2023, respectively.

Accounts receivable, net:

Accounts receivable, net is comprised of the following as of February 29, 2024 and November 30, 2023:

February 29, 2024 November 30, 2023

Accounts receivable, net is comprised of the following as of May 31, 2024 and November 30, 2023:

May 31, 2024 November 30, 2023

Billed accounts receivable $ 1,036,505 $ 1,082,469

5 unchanged sentences

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

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Balance at beginning of period $ 11,175 $ 6,084 $ 12,533 $ 4,797

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 29, 2024 and November 30, 2023:

February 29, 2024 November 30, 2023

The following table summarizes the carrying amounts and related accumulated depreciation for property and equipment as of May 31, 2024 and November 30, 2023:

May 31, 2024 November 30, 2023

Land $ 28,258 $ 28,039

Equipment, computers, and software

791,287 762,961

Furniture and fixtures 148,796 157,425

6 unchanged sentences

$ 727,654 $ 748,691

Shown below are the countries where 10% or more and other significant concentrations of the Company’s property and equipment, net are located as of February 29, 2024 and November 30, 2023:

February 29, 2024 November 30, 2023

Shown below are the countries where significant concentrations of the Company’s property and equipment, net are located as of May 31, 2024 and November 30, 2023:

May 31, 2024 November 30, 2023

Property and equipment, net:

5 unchanged sentences

Total $ 727,654 $ 748,691

The following table summarizes the changes in the Company’s goodwill for the three months ended February 29, 2024 and February 28, 2023:

Three Months Ended

February 29, 2024 February 28, 2023

The following table summarizes the changes in the Company’s goodwill for the six months ended May 31, 2024 and 2023:

Six Months Ended

May 31, 2024 May 31, 2023

Balance at beginning of period $ 5,078,668 $ 2,904,402

Acquisition measurement period adjustments

10,442 ( 1,215 )

Foreign exchange translation ( 63,078 ) 407

2 unchanged sentences

Intangible assets, net:

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of February 29, 2024 and November 30, 2023:

As of February 29, 2024 As of November 30, 2023

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of May 31, 2024 and November 30, 2023:

As of May 31, 2024 As of November 30, 2023

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

6 unchanged sentences

Fiscal years ending November 30,

2024 (remaining nine months) $ 344,518

2024 (remaining six months) $ 229,188

Thereafter 989,328

2 unchanged sentences

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

Three Months Ended February 29, 2024 and February 28, 2023

Three Months Ended May 31, 2024 and 2023

Unrecognized gains (losses) on

4 unchanged sentences

adjustments, net of taxes

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

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

Other comprehensive income (loss) before reclassification

2 unchanged sentences

— 3,044 — 3,044

Balances at May 31, 2023

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

Balances at February 29, 2024 $ ( 9,967 ) $ 42 $ ( 254,357 ) $ ( 264,282 )

Other comprehensive income (loss) before reclassification

( 30 ) ( 20,927 ) ( 25,351 ) ( 46,308 )

Reclassification of gains from other comprehensive income (loss)

Balances at May 31, 2024

$ ( 9,997 ) $ ( 20,390 ) $ ( 279,708 ) $ ( 310,095 )

Six Months Ended May 31, 2024 and 2023

Unrecognized gains (losses) on

defined benefit plan, net of taxes

Unrealized gains (losses) on

hedges, net of taxes

Foreign currency translation

adjustments, net of taxes

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

1 unchanged sentence

499 2,393 997 3,889

Reclassification of gains from other comprehensive income (loss)

Reclassification of losses from other comprehensive income (loss)

— 8,851 — 8,851

Balances at February 29, 2024

Balances at May 31, 2023

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

Balances at November 30, 2023 $ ( 11,271 ) $ 4,489 $ ( 184,945 ) $ ( 191,727 )

Other comprehensive income (loss) before reclassification

1,274 ( 24,947 ) ( 94,763 ) ( 118,436 )

Reclassification of gains from other comprehensive income (loss)

Balances at May 31, 2024

$ ( 9,997 ) $ ( 20,390 ) $ ( 279,708 ) $ ( 310,095 )

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.

12 unchanged sentences

Cash Flow Hedges

To protect gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s legal entities with functional currencies that are not U.S.

To mitigate the effect on gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s legal entities with functional currencies that are not U.S.

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 2026.

These instruments mature at various dates through May 2026.

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.

6 unchanged sentences

In connection with the closing of the Webhelp Combination, the Company entered into cross-currency swap arrangements with certain financial institutions for a total notional amount of $ 500,000 of the Company’s senior notes.

In addition to aligning the currency of a portion of the Company’s interest payments to the Company’s euro-denominated cash flows, the arrangements, together with intercompany loans and additional intercompany cross-currency interest rate swap arrangements described below, effectively converted $ 250,000 aggregate principal amount of the Company’s 6.650 % Senior Notes due 2026 and $ 250,000 aggregate principal amount of the

Company’s 6.660 % Senior Notes due 2028 into synthetic fixed euro-based debt at weighted average interest rates of 5.12 % and 5.18 %, respectively.

Concurrent with entering into the cross-currency interest rate swaps with certain financial institutions, Marnix SAS, a wholly owned subsidiary of Concentrix, entered into corresponding U.S.

4 unchanged sentences

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 29, 2024 November 30, 2023

Balance Sheet Line Item May 31, 2024 November 30, 2023

Derivative instruments not designated as hedging instruments:

1 unchanged sentence

Other current assets

10,519 16,078

Other accrued liabilities

9 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 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 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 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 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

Locations of gain (loss) in statement of operations May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Derivative instruments designated as cash flow and fair value hedges:

13 unchanged sentences

Other expense (income), net $ ( 4,370 ) $ ( 11,060 ) $ ( 4,033 ) $ ( 4,835 )

Loss recognized from foreign exchange call options contracts, net

Other expense (income), net — ( 12,429 ) — ( 12,429 )

$ ( 4,370 ) $ ( 23,489 ) $ ( 4,033 ) $ ( 17,264 )

(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.

There were no material gain or loss amounts excluded from the assessment of effectiveness.

Existing net gains in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 5,168 .

Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 16,483 .

Offsetting of Derivatives

8 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 29, 2024 As of November 30, 2023

As of May 31, 2024 As of November 30, 2023

Fair value measurement category Fair value measurement category

19 unchanged sentences

The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates.

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.

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 fair values of the cross-currency interest rate swaps are determined using a market approach that is based on observable inputs other than quoted market prices, including contract terms, interest rates, currency rates, and other market factors.

The estimated fair value of the acquisition contingent consideration was determined using a Monte-Carlo simulation model.

The estimated fair value of the acquisition contingent consideration entered into in connection with the Webhelp Combination was determined using a Monte-Carlo simulation model.

The inputs include the closing price of Concentrix common stock as of the reporting period end date, Concentrix-specific historical equity volatility, and the risk-free rate.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of February 29, 2024 and November 30, 2023.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of May 31, 2024 and November 30, 2023.

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 senior credit facility and the outstanding balance on the Company’s accounts receivable securitization facility (the “Securitization Facility”) approximate their fair values since they bear interest rates that are similar to existing market rates.

The fair values of the 2026 Notes, 2028 Notes, and 2033 Notes (as defined in Note 8) were based on quoted prices in active markets and are classified within Level 2 of the fair value hierarchy.

The fair values of the 2026 Notes, 2028 Notes, and 2033 Notes (as defined in Note 8) are based on quoted prices in active markets and are classified within Level 2 of the fair value hierarchy.

The Company does not adjust the quoted market prices for such financial instruments.

During the three months ended February 29, 2024 and February 28, 2023, there were no transfers between the fair value measurement category levels.

During the three and six months ended May 31, 2024 and May 31, 2023, there were no transfers between the fair value measurement category levels.

NOTE 8—BORROWINGS:

Borrowings consist of the following:

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

Other loans $ 1,590 $ 2,313

17 unchanged sentences

Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2026 Notes, a second supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2028 Notes, and a third supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2033 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”).

The Indenture contains customary covenants and restrictions, including covenants that limit Concentrix Corporation’s and certain of its subsidiaries’ ability to create or incur liens on shares of stock of certain subsidiaries or on principal properties, engage in sale/leaseback transactions or, with respect to Concentrix Corporation, consolidate or merge with, or sell or lease substantially all its assets to, another person.

Concentrix Corporation, consolidate or merge with, or sell or lease substantially all its assets to, another person.

The Indenture also provides for customary events of default.

6 unchanged sentences

As of November 30, 2023, the outstanding principal balance on the Term Loan was $ 1,950,000 due to principal payments made subsequent to the Closing Date.

During the three months ended February 29, 2024, the Company voluntarily prepaid $ 100,000 of the principal balance on the Term Loan, without penalty, resulting in an outstanding balance at February 29, 2024 of $ 1,850,000 .

During the three and six months ended May 31, 2024, the Company voluntarily prepaid $ 150,000 and $ 250,000 , respectively, of the principal balance on the Term Loan, without penalty, resulting in an outstanding balance at May 31, 2024 of $ 1,700,000 .

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

2 unchanged sentences

Borrowings under the Restated Credit Facility 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 Facility) in effect on such day, (B) the NYFRB Rate (as defined in the Restated Credit Facility) 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 the Company’s senior unsecured non-credit enhanced long-term indebtedness for borrowed money.

The Restated Credit Facility contains certain loan covenants that are customary for credit facilities of this type and that restrict the ability of Concentrix Corporation 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 Corporation, incurrence of indebtedness.

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

7 unchanged sentences

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 February 29, 2024 and November 30, 2023, no amounts were outstanding under the Company’s revolving credit facility.

During the three months ended February 28, 2023, the Company voluntarily prepaid $ 25,000 of the principal balance on the term loans under the Prior Credit Facility, without penalty.

At May 31, 2024 and November 30, 2023, no amounts were outstanding under the Company’s revolving credit facility.

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

Securitization Facility

The Company has an amended Securitization Facility that provides for available borrowings of up to $ 500,000 with a termination date of July 5, 2024.

Borrowings under the Securitization Facility that are funded through the issuance of commercial paper bear interest at the applicable commercial paper rate plus a spread of 0.70 % and, otherwise, at a per annum rate equal to the applicable SOFR rate (which includes a credit spread adjustment to the SOFR rate of 0.10 %), plus a spread of 0.80 %.

Amounts drawn under the Securitization Facility have been classified as long-term debt within the consolidated balance sheet based on the Company’s ability and intent to refinance on a long-term basis as of February 29, 2024 and November 30, 2023.

On April 25, 2024, the Company entered into an amendment to the Securitization Facility to (i) increase the commitment of the lenders to provide available borrowings from up to $ 500,000 to up to $ 600,000 , (ii) extend the termination date of the Securitization Facility from July 5, 2024 to April 24, 2026, and (iii) amend the interest rate margins, such that borrowings under the Securitization Facility that are funded by certain lenders through such lenders’ issuance of commercial paper bear interest at the applicable commercial paper rate plus a spread of 0.80 % and, otherwise, at a bank rate that includes a per annum rate equal to the applicable SOFR rate (subject to a SOFR related adjustment of 0.10 %), plus a spread of 0.90 %.

Under the Securitization Facility, Concentrix Corporation and certain of its subsidiaries (the “Originators”) sell or otherwise transfer all of their accounts receivable to a special purpose bankruptcy-remote subsidiary of the Company (the “Borrower”) that grants a security interest in the receivables to the lenders in exchange for available borrowings of up to $ 600,000 .

12 unchanged sentences

Covenant compliance

As of February 29, 2024 and November 30, 2023, Concentrix was in compliance with all covenants for the above arrangements.

As of May 31, 2024 and November 30, 2023, Concentrix was in compliance with all covenants for the above arrangements.

NOTE 9— EARNINGS PER SHARE:

Basic and diluted earnings per common share ( “ EPS ” ) are computed using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security.

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Basic earnings per common share:

20 unchanged sentences

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

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Industry vertical:

16 unchanged sentences

legal entities are covered by government mandated defined contribution plans.

During the three months ended February 29, 2024 and February 28, 2023, the Company contributed $ 26,116 and $ 22,654 , respectively, to defined contribution plans.

During the three and six months ended May 31, 2024, the Company contributed $ 25,516 and $ 51,632 , 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.

Defined Benefit Plans

4 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 $ 3,579 and $ 2,934 , during the three months ended February 29, 2024 and February 28, 2023, respectively.

On an aggregate basis, the plans were underfunded by $ 82,491 and $ 81,813 at February 29, 2024 and November 30, 2023, respectively.

Net benefit costs related to defined benefit plans were $ 3,510 and $ 7,089 , during the three and six months ended May 31, 2024, 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.

On an aggregate basis, the plans were underfunded by $ 82,485 and $ 81,813 at May 31, 2024 and November 30, 2023, 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 29, 2024 and February 28, 2023 were impacted by the geographic mix of worldwide income and certain discrete items.

The liability for unrecognized tax benefits was $ 88,948 and $ 87,939 at February 29, 2024 and November 30, 2023, respectively, and is included in other long-term liabilities in the consolidated balance sheets.

As of February 29, 2024 and November 30, 2023, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 59,724 and $ 52,779 , respectively.

The effective tax rates for the three and six months ended May 31, 2024 and 2023 were impacted by the geographic mix of worldwide income and certain discrete items.

The liability for unrecognized tax benefits was $ 88,948 and $ 87,939 at May 31, 2024 and November 30, 2023, respectively, and is included in other long-term liabilities in the consolidated balance sheets.

As of May 31, 2024 and November 30, 2023, the total amount of unrecognized tax benefits that would affect income tax expense if recognized in the consolidated financial statements was $ 58,856 and $ 52,779 , respectively.

This amount includes net interest and penalties of $ 8,210 and $ 8,617 for the respective periods.

5 unchanged sentences

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

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Operating lease cost $ 74,786 $ 51,675 $ 143,706 $ 103,435

3 unchanged sentences

Total operating lease cost $ 106,327 $ 67,391 $ 205,997 $ 134,838

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 29, 2024:

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, 2024:

Fiscal Years Ending November 30,

2024 (remaining nine months)

2024 (remaining six months)

Thereafter 159,460

4 unchanged sentences

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

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

Operating lease ROU assets Other assets, net $ 821,068 $ 813,590

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 29, 2024 February 28, 2023

Six Months Ended

May 31, 2024 May 31, 2023

Cash paid for amounts included in the measurement of lease liabilities $ 152,964 $ 106,144

Non-cash ROU assets obtained in exchange for lease liabilities 144,532 68,050

The weighted-average remaining lease term and discount rate as of February 29, 2024 and November 30, 2023 were as follows:

February 29, 2024 November 30, 2023

The weighted-average remaining lease term and discount rate as of May 31, 2024 and November 30, 2023 were as follows:

May 31, 2024 November 30, 2023

Weighted-average remaining lease term (years) 4.67 4.88

11 unchanged sentences

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

During the three months ended February 29, 2024 and February 28, 2023, the Company repurchased 237 and 71 shares, respectively, of its common stock for an aggregate purchase price of $ 21,674 and $ 10,001 , respectively.

During the three and six months ended May 31, 2024, the Company repurchased 663 and 900 shares, respectively, of its common stock for an aggregate purchase price of $ 40,633 and $ 62,307 , respectively.

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.

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 29, 2024, approximately $ 268,452 remained available for share repurchases under the existing authorization from the Company’s board of directors.

During March 2023, the Company repurchased 184 shares of its common stock for an aggregate purchase price of $ 11,964 .

At May 31, 2024, approximately $ 227,819 remained available for share repurchases under the existing authorization from the Company’s board of directors.

During June 2024, the Company repurchased 215 shares of its common stock for an aggregate purchase price of $ 13,017 .

During fiscal years 2024 and 2023, the Company has paid the following dividends per share approved by the Company’s board of directors:

5 unchanged sentences

January 24, 2024 February 5, 2024 $ 0.3025 February 15, 2024

On March 26, 2024, the Company announced a cash dividend of $ 0.3025 per share to stockholders of record as of April 26, 2024, payable on May 7, 2024.

March 26, 2024 April 26, 2024 $ 0.3025 May 7, 2024

On June 26, 2024, the Company announced a cash dividend of $ 0.3025 per share to stockholders of record as of the close of business on July 26, 2024, payable on August 6, 2024.

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