What changed in this filing

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Item 1. Financial Statements

2022-07-07 compared with 2022-04-05 · 191 added, 162 removed, 615 unchanged (36% of the section changed)

3 unchanged sentences

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

February 28, 2022 November 30, 2021

May 31, 2022 November 30, 2021

Current assets:

23 unchanged sentences

Preferred stock, $ 0.001 par value, 5,000 shares authorized, no shares issued or outstanding

Common stock, $ 0.001 par value, 200,000 shares authorized, 98,386 and 98,204 shares issued as of February 28, 2022 and November 30, 2021, respectively

Common stock, $ 0.001 par value, 200,000 shares authorized, 98,436 and 98,204 shares issued as of May 31, 2022 and November 30, 2021, respectively

Additional paid-in capital 7,315,664 7,271,337

Treasury stock, 2,915 and 2,633 shares as of February 28, 2022 and November 30, 2021, respectively

Treasury stock, 3,201 and 2,633 shares as of May 31, 2022 and November 30, 2021, respectively

( 259,800 ) ( 201,139 )

8 unchanged sentences

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

Three Months Ended

February 28, 2022 February 28, 2021

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Revenue $ 15,269,791 $ 5,856,825 $ 30,739,768 $ 10,795,839

1 unchanged sentence

Gross profit 955,789 329,175 1,924,450 633,742

Acquisition, integration and restructuring costs ( 93,370 ) —

Selling, general and administrative expenses ( 670,574 ) ( 175,339 ) ( 1,323,425 ) ( 338,159 )

Acquisition, integration and restructuring costs ( 32,478 ) ( 5,935 ) ( 125,848 ) ( 5,935 )

Operating income 252,737 147,901 475,177 289,649

13 unchanged sentences

TD SYNNEX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(currency in thousands)

Three Months Ended

February 28, 2022 February 28, 2021

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Net income $ 148,917 $ 93,102 $ 281,241 $ 180,924

Other comprehensive income:

Unrealized gains on cash flow hedges during the period, net of tax (expense) of ($ 2,918 ) for the three months ended February 28, 2022 and ($ 38 ) for the three months ended February 28, 2021, respectively

Reclassification of net losses on cash flow hedges to net income, net of tax (benefit) of ($ 2,459 ) for the three months ended February 28, 2022 and ($ 2,539 ) for the three months ended February 28, 2021, respectively

Other comprehensive (loss) income:

Unrealized gains (losses) on cash flow hedges during the period, net of tax (expense) benefit of ($ 3,504 ) and $ 579 for the three months ended May 31, 2022 and 2021, respectively, and ($ 6,422 ) and $ 541 for the six months ended May 31, 2022 and 2021, respectively

10,728 ( 1,821 ) 19,630 1,196

Reclassification of net losses on cash flow hedges to net income, net of tax (benefit) of ($ 2,225 ) and ($ 2,621 ) for the three months ended May 31, 2022, and 2021, respectively, and ($ 4,684 ) and ($ 5,159 ) for the six months ended May 31, 2022 and 2021, respectively

6,813 8,036 14,314 15,824

Total change in unrealized gains on cash flow hedges, net of taxes 17,541 6,215 33,944 17,020

Foreign currency translation adjustments, net of tax (expense) of ($ 75 ) for the three months ended February 28, 2022 and ($ 844 ) for the three months ended February 28, 2021, respectively

Other comprehensive income 19,179 10,785

Comprehensive income $ 151,503 $ 98,607

Foreign currency translation adjustments, net of tax (expense) of ($ 31 ) and ($ 400 ) for the three months ended May 31, 2022 and 2021, respectively, and ($ 106 ) and ($ 1,244 ) for the six months ended May 31, 2022 and 2021, respectively

( 170,342 ) 28,589 ( 167,566 ) 28,569

Other comprehensive (loss) income ( 152,801 ) 34,804 ( 133,622 ) 45,589

Comprehensive (loss) income $ ( 3,884 ) $ 127,906 $ 147,619 $ 226,513

(Amounts may not add due to rounding)

3 unchanged sentences

(currency in thousands, except per share amounts)

Three Months Ended

February 28, 2022 February 28, 2021

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Total Stockholders' equity, beginning balance $ 8,021,857 $ 2,129,298 $ 7,905,975 $ 4,338,860

18 unchanged sentences

Separation of Concentrix — — — 3,813

Other comprehensive income 19,179 10,785

Other comprehensive (loss) income ( 152,801 ) 34,804 ( 133,622 ) 45,589

Ending balance ( 469,816 ) ( 145,169 ) ( 469,816 ) ( 145,169 )

6 unchanged sentences

(currency in thousands)

Three Months Ended

February 28, 2022 February 28, 2021

Six Months Ended

May 31, 2022 May 31, 2021

Cash flows from operating activities:

14 unchanged sentences

Purchases of property and equipment ( 46,501 ) ( 9,114 )

Other ( 150 ) 1,599

Net cash used in investing activities ( 46,651 ) ( 7,515 )

2 unchanged sentences

Repurchases of common stock ( 52,780 ) —

Net borrowings on revolving credit loans 930,844 13,022

Net borrowings (repayments) on revolving credit loans 34,312 ( 53,976 )

Principal payments on long term debt ( 52,078 ) —

1 unchanged sentence

Repurchases of common stock for tax withholdings on equity awards ( 5,881 ) ( 955 )

Other — 1,139

Net transfer of cash and cash equivalents to Concentrix — ( 149,948 )

Net cash provided by (used in) financing activities 854,496 ( 147,219 )

Net cash used in financing activities ( 129,950 ) ( 221,960 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 12,082 ) 13,740

Net decrease in cash, cash equivalents and restricted cash ( 484,506 ) ( 124,645 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 473,165 ) 88,583

Cash, cash equivalents and restricted cash at beginning of period 994,913 1,568,870

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

15 unchanged sentences

The Company operates on a fiscal year that ends on November 30.

The accompanying interim unaudited Consolidated Financial Statements as of February 28, 2022 and for the three months ended February 28, 2022 and 2021 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

The accompanying interim unaudited Consolidated Financial Statements as of May 31, 2022 and for the three and six months ended May 31, 2022 and 2021 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted in accordance with such rules and regulations.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

For a discussion of the Company’s significant accounting policies, refer to the discussion in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2021.

Accounting pronouncements adopted during the three months ended February 28, 2022 are discussed below.

Accounting pronouncements adopted during the six months ended May 31, 2022 are discussed below.

Use of Estimates

18 unchanged sentences

The following table provides revenue generated from products purchased from vendors that exceeded 10% of our consolidated revenue for the periods indicated (as a percent of consolidated revenue):

Three Months Ended

February 28, 2022 February 28, 2021

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

11 % 13 % 10 % 14 %

( 1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented.

No single customer accounted for more than 10% of the Company's total revenue during the three months ended February 28, 2022.

One customer accounted for 18 % of the Company’s total revenue during the three months ended February 28, 2021.

As of February 28, 2022 and November 30, 2021, no single customer comprised more than 10% of the consolidated accounts receivable balance.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

No single customer accounted for more than 10% of the Company's total revenue during the three and six months ended May 31, 2022.

One customer accounted for 25 % and 22 % of the Company’s total revenue during the three and six months ended May 31, 2021, respectively.

As of May 31, 2022 and November 30, 2021, no single customer comprised more than 10% of the consolidated accounts receivable balance.

Accounts Receivable

7 unchanged sentences

In addition, certain of these programs also require that the Company continue to service, administer and collect the sold accounts receivable.

As of February 28, 2022 and November 30, 2021, accounts receivable sold to and held by the financial institutions under these programs were $ 966.0 million and $ 759.9 million, respectively.

As of May 31, 2022 and November 30, 2021, accounts receivable sold to and held by the financial institutions under these programs were $ 947.6 million and $ 759.9 million, respectively.

Discount fees related to the sale of trade accounts receivable under these facilities are included in “Interest expense and finance charges, net” in the Consolidated Statements of Operations.

Discount fees for these programs in the three months ended February 28, 2022 and February 28, 2021 tota led $ 3.0 million an d $ 0.6 million, r espectively.

Discount fees for these programs totaled $ 3.9 million and $ 6.9 million in the three and six months ended May 31, 2022, respectively, and $ 0.7 million and $ 1.2 million in the three and six months ended May 31, 2021 , r espectively.

Inventories are stated at the lower of cost and net realizable value.

15 unchanged sentences

These historical patterns may not be repeated in subsequent periods.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

Revenue Recognition

2 unchanged sentences

The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

Binding purchase orders

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

from customers together with agreement to the Company's terms and conditions of sale by way of an executed agreement or other signed documents are considered to be the contract with a customer.

Binding purchase orders from customers together with agreement to the Company's terms and conditions of sale by way of an executed agreement or other signed documents are considered to be the contract with a customer.

Products sold by the Company are delivered via shipment from the Company’s facilities, drop-shipment directly from the vendor, or by electronic delivery of software products.

22 unchanged sentences

Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting.

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years (the fiscal quarter ending February 28, 2023 for the Company), and should be applied prospectively to acquisitions occurring on or after the effective date.

Early adoption is permitted.

The Company adopted this standard during the fiscal quarter ended February 28, 2022 and will apply the guidance prospectively to future acquisitions.

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years (the fiscal

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

quarter ending February 28, 2023 for the Company), and should be applied prospectively to acquisitions occurring on or after the effective date.

Early adoption is permitted.

The Company adopted this standard during the fiscal quarter ended February 28, 2022 and will apply the guidance prospectively to future acquisitions.

Recently Issued Accounting Pronouncements

12 unchanged sentences

Therefore, the final fair values of the assets and liabilities may vary from the Company's preliminary estimates.

No material adjustments to the preliminary allocation of the purchase price were recorded during the three months ended February 28, 2022.

During the six months ended May 31, 2022, the Company updated its estimated fair values of certain assets acquired and liabilities assumed, including an increase in deferred tax liabilities of $ 26 million, an increase in goodwill of $ 16 million and an increase in inventory of $ 11 million.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

24 unchanged sentences

Goodwill is the excess of the consideration transferred over the net assets recognized and primarily represents future economic benefits arising from assets acquired that are not individually identified and separately recognized, including synergies inherent in the acquired business, of which approximately $ 500 million is expected to be deductible for tax purposes.

Included within the Company’s Consolidated Statement of Operations are revenues for the three months ended February 28, 2022, of approximately $ 10.0 billion from Tech Data.

As the Company began integrating certain sales and other functions after the closing of the acquisition, these amounts represent an estimate of the Tech Data revenues for the three months ended February 28, 2022.

Included within the Company’s Consolidated Statement of Operations are revenues for the six months ended May 31, 2022, of approximately $ 19.0 billion from Tech Data.

As the Company began integrating certain sales and other functions after the closing of the acquisition, these amounts represent an estimate of the Tech Data revenues for the six months ended May 31, 2022.

It is not necessarily indicative of how the Tech Data operations would have performed on a stand-alone basis.

As a result of certain integration activities subsequent to the date of acquisition, it is impracticable to disclose net income from Tech Data for the period subsequent to the acquisition date.

The following table presents unaudited supplemental pro forma information as if the Merger had occurred at the beginning of fiscal 2020, after giving effect to certain adjustments related to the transaction.

The pro forma results exclude any benefits that may result from potential cost savings and certain non-recurring costs.

As a result, the pro forma

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

information below does not purport to present what actual results would have been had the Merger been consummated on the date indicated and it is not necessarily indicative of the results of operations that may result in the future.

Three Months Ended

February 28, 2021

The pro forma results exclude any benefits that may result from potential cost savings and certain non-recurring costs.

As a result, the pro forma information below does not purport to present what actual results would have been had the Merger been consummated on the date indicated and it is not necessarily indicative of the results of operations that may result in the future.

Three Months Ended Six Months Ended

May 31, 2021 May 31, 2021

Revenue $ 15,427,456 $ 30,673,100

6 unchanged sentences

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger and costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”).

There were no acquisition, integration and restructuring costs incurred during the three months ended February 28, 2021.

The Company incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, long-lived assets charges and stock-based compensation expense.

3 unchanged sentences

Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 5 - Share-Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

During the three months ended February 28, 2022, acquisition and integration expenses related to the Merger were composed of the following:

Three Months Ended

February 28, 2022

During the three and six months ended May 31, 2022 and May 31, 2021, acquisition and integration expenses related to the Merger were composed of the following:

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Professional services costs $ 5,793 $ 3,995 $ 13,941 $ 3,995

6 unchanged sentences

TD SYNNEX plans to continue this program in conjunction with the Company’s integration activities.

Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other professional services costs.

Restructuring costs are comprised of severance costs and other associated exit costs, including certain consulting costs.

Other professional services

Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other costs.

Restructuring costs are comprised of severance

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

costs are primarily comprised of professional services fees not related to restructuring activities, including costs related to improving profitability and optimizing net-working capital.

costs and other associated exit costs, including certain consulting costs.

Other costs are primarily comprised of personnel costs, facilities costs and certain professional services fees not related to restructuring activities.

Acquisition, integration and restructuring costs under the GBO 2 Program for fiscal 2022 included the following:

Three Months Ended

February 28, 2022

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2022

Restructuring costs $ 4,738 $ 10,784

Other professional services costs 1,785

Other costs 4,654 6,439

Total $ 9,392 $ 17,223

Restructuring costs under the GBO 2 Program for fiscal 2022 were composed of the following:

Three Months Ended

February 28, 2022

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2022

Severance $ 742 $ 1,101

1 unchanged sentence

Total $ 4,738 $ 10,784

During the three months ended February 28, 2022, the Company recorded restructuring costs related to GBO 2 of $ 1.8 million, $ 3.9 million and $ 0.3 million, for the Americas, Europe and APJ regions, respectively.

Restructuring activity during the three months ended February 28, 2022 related to the GBO 2 Program is as follows:

Restructuring costs related to the GBO 2 Program by segment are as follows:

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2022

Americas $ 1,582 $ 3,422

Europe 3,073 6,945

Total $ 4,738 $ 10,784

Restructuring activity during the six months ended May 31, 2022 related to the GBO 2 Program is as follows:

Severance and Benefits Other Exit Costs Total

4 unchanged sentences

Foreign currency translation ( 89 ) ( 242 ) ( 331 )

Accrued balance as of February 28, 2022

Accrued balance as of May 31, 2022

$ 1,754 $ 723 $ 2,477

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

Overview of TD SYNNEX Stock Incentive Plans

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, performance-based restricted stock units and employee stock purchases, based on estimated fair values.

The following tables summarize the Company's share-based awards activity for TD SYNNEX stock incentive plans during the three months ended February 28, 2022.

The Company recognizes share-based compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock awards ("RSA's"), restricted stock units ("RSU's"), performance-based RSU's and employee stock purchases, based on estimated fair values.

The following tables summarize the Company's share-based awards activity for TD SYNNEX stock incentive plans during the six months ended May 31, 2022.

A summary of the changes in the Company's stock options is set forth below:

2 unchanged sentences

Exercised ( 40 )

Balances, February 28, 2022

A summary of the changes in the Company's non-vested restricted stock awards and stock units is presented below:

Restricted stock awards and Restricted stock units

Balances, May 31, 2022

A summary of the changes in the Company's non-vested RSA's and RSU's is presented below:

RSA's and RSU's

Nonvested at November 30, 2021

1 unchanged sentence

Canceled ( 47 )

Nonvested at February 28, 2022

The Company recorded $ 8.7 million and $ 4.9 million of share-based compensation expense in the Consolidated Statements of Operations for TD SYNNEX stock incentive plans during the three months ended February 28, 2022 and 2021, respectively, including $ 1.9 million recorded in “Acquisition, integration, and restructuring costs" during the three months ended February 28, 2022 for share-based awards issued in conjunction with the Merger.

Nonvested at May 31, 2022

A summary of share-based compensation expense in the Consolidated Statements of Operations for TD SYNNEX stock incentive plans is presented below:

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Selling, general and administrative expenses $ 7,038 $ 6,750 $ 13,788 $ 11,637

Acquisition, integration and restructuring costs (on awards issued in connection with the Merger ) 1,596 — 3,399 —

Total share-based compensation expense $ 8,634 $ 6,750 $ 17,187 $ 11,637

Tech Data Equity Awards

1 unchanged sentence

Upon closing of the Merger, the unvested performance-based equity awards were converted into restricted shares of TD SYNNEX that vest over two years .

The following table summarizes the activity related to these restricted shares during the three months ended February 28, 2022:

Restricted shares

Nonvested at November 30, 2021

Canceled ( 15 )

Nonvested at February 28, 2022

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

The restricted shares had a fair value of $ 127.60 per share upon closing of the Merger which will be recorded as share-based compensation expense on a straight-line basis over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statement of Operations.

The Company recorded $ 11.7 million of share-based compensation expense related to these restricted shares in “Acquisition, integration, and restructuring costs” during the three months ended February 28, 2022.

As of February 28, 2022, there was $ 70.4 million of total unamortized share-based compensation expense related to these restricted shares to be recognized over a weighted-average amortization period of 1.5 years.

The following table summarizes the activity related to these restricted shares during the six months ended May 31, 2022:

Restricted shares

Nonvested at November 30, 2021

Canceled ( 30 )

Nonvested at May 31, 2022

The restricted shares had a fair value of $ 127.60 per share upon closing of the Merger which is being recorded as share-based compensation expense on a straight-line basis over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statement of Operations.

The Company recorded $ 11.3 million and $ 23.0 million of share-based compensation expense related to these restricted shares in “Acquisition, integration, and restructuring costs” during the three and six months ended May 31, 2022, respectively.

As of May 31, 2022, there was $ 57.1 million of total unamortized share-based compensation expense related to these restricted shares to be recognized over a weighted-average amortization period of 1.25 years.

NOTE 6—BALANCE SHEET COMPONENTS:

1 unchanged sentence

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, 2022 November 30, 2021

May 31, 2022 November 30, 2021

Cash and cash equivalents $ 521,514 $ 993,973

2 unchanged sentences

Accounts receivable, net:

February 28, 2022 November 30, 2021

May 31, 2022 November 30, 2021

Accounts receivable $ 7,981,356 $ 8,424,868

2 unchanged sentences

Receivables from vendors, net:

February 28, 2022 November 30, 2021

May 31, 2022 November 30, 2021

Receivables from vendors $ 1,047,621 $ 1,130,091

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

3 unchanged sentences

Write-offs, reclassifications and foreign exchange translation ( 9,507 )

Balance at February 28, 2022

Balance at May 31, 2022

Allowance for receivables from vendors:

2 unchanged sentences

Write-offs, reclassifications and foreign exchange translation 1,486

Balance at February 28, 2022

Balance at May 31, 2022

Accumulated other comprehensive income (loss):

7 unchanged sentences

$ ( 48,803 ) $ ( 287,391 ) $ ( 336,194 )

Other comprehensive income before reclassification 8,902 2,776 11,678

Reclassification of (gains) losses from other comprehensive income (loss) 7,501 — 7,501

Balance as of February 28, 2022

Other comprehensive income (loss) before reclassification 19,630 ( 167,566 ) ( 147,936 )

Reclassification of losses from other comprehensive income (loss) 14,314 — 14,314

Balance as of May 31, 2022

$ ( 14,859 ) $ ( 454,957 ) $ ( 469,816 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

23 unchanged sentences

The fair values of the Company’s derivative instruments are disclosed in Note 8 - Fair Value Measurements and summarized in the table below:

Balance Sheet Line Item February 28, 2022 November 30, 2021

Balance Sheet Line Item May 31, 2022 November 30, 2021

Derivative instruments not designated as hedging instruments:

4 unchanged sentences

Interest rate swaps (notional value) $ 1,100,000 $ 1,500,000

Other assets, net 106 —

Other accrued liabilities 6,111 38,670

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

7 unchanged sentences

The following table shows the gains and losses, before taxes, of the Company’s derivative instruments designated as cash flow hedges in Other Comprehensive Income (“OCI”) and not designated as hedging instruments in the Consolidated Statements of Operations for the periods presented:

Three Months Ended,

Location of Gains (Losses) in Income February 28, 2022 February 28, 2021

Three Months Ended, Six Months Ended,

Location of Gains (Losses) in Income May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Derivative instruments designated as cash flow hedges:

Gains (losses) recognized in OCI on interest rate swaps $ 14,232 $ ( 2,400 ) $ 26,051 $ 655

Gains (losses) on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ ( 9,960 ) $ ( 10,326 )

Losses on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ ( 9,038 ) $ ( 10,657 ) $ ( 18,998 ) $ ( 20,983 )

Derivative instruments not designated as hedging instruments:

Gains (losses) recognized from foreign exchange forward contracts, net (1)

Cost of products sold $ ( 9,893 ) $ —

Gains (losses) recognized from foreign exchange forward contracts, net (1)

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

Cost of revenue $ 14,013 $ — $ 4,118 $ —

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

Other income (expense), net ( 949 ) ( 8,431 ) $ ( 1,159 ) $ ( 9,128 )

Gains (losses) recognized from interest rate swaps, net Interest expense and finance charges, net — 128

Losses recognized from interest rate swaps, net Interest expense and finance charges, net — — — ( 128 )

Total $ 13,064 $ ( 8,431 ) $ 2,959 $ ( 9,256 )

4 unchanged sentences

Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties.

The Company manages the potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions.

The Company manages the

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions.

NOTE 8—FAIR VALUE MEASUREMENTS:

4 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, 2022

As of May 31, 2022

As of November 30, 2021

2 unchanged sentences

Forward foreign currency exchange contracts $ 10,106 $ — $ 10,106 $ — $ 13,764 $ — $ 13,764 $ —

Interest rate swaps 106 — 106 — — — — —

Forward foreign currency exchange contracts $ 26,176 $ — $ 26,176 $ — $ 2,992 $ — $ 2,992 $ —

2 unchanged sentences

Fair values of interest rate swaps are measured using standard valuation models using inputs that are readily available in public markets, or can be derived from observable market transactions, including LIBOR spot and forward rates.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of February 28, 2022 and November 30, 2021.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of May 31, 2022 and November 30, 2021.

The carrying values of accounts receivable, accounts payable and short-term debt approximate fair value due to their short maturities and interest rates which are variable in nature.

The carrying value of the Company’s term loans approximate their fair value since they bear interest rates that are similar to existing market rates.

The estimated fair value of the Senior Notes was approximately $ 2.36 billion and $ 2.45 billion at February 28, 2022 and November 30, 2021, respectively.

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

The estimated fair value of the Senior Notes was approximately $ 2.22 billion and $ 2.45 billion at May 31, 2022 and November 30, 2021, respectively.

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

Borrowings consist of the following:

February 28, 2022 November 30, 2021

TD SYNNEX U.S.

Accounts Receivable Securitization Agreement

$ 749,000 $ —

Other committed and uncommitted revolving credit facilities and borrowings 287,400 106,256

May 31, 2022 November 30, 2021

Committed and uncommitted revolving credit facilities and borrowings $ 133,575 $ 106,256

Current portion of TD SYNNEX term loan 75,000 75,000

23 unchanged sentences

AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets.

There was $ 749.0 million outstanding under the U.S.

AR Arrangement at February 28, 2022 at an interest rate of 1.18 %.

There were no amounts outstanding under the U.S.

AR Arrangement at November 30, 2021.

AR Arrangement at May 31, 2022 or November 30, 2021.

TD SYNNEX Credit Agreement

The Company is party to a credit agreement, dated as of April 16, 2021 (the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $ 3.5 billion, which revolving credit facility (the “TD SYNNEX revolving credit facility”) may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $ 500.0 million.

There were no amounts outstanding under the TD SYNNEX revolving credit facility at February 28, 2022 or November 30, 2021.

There were no amounts outstanding under the TD SYNNEX revolving credit facility at May 31, 2022 or November 30, 2021.

The TD SYNNEX Credit Agreement also includes a fully funded senior unsecured term loan (the “TD SYNNEX term loan” and, together with the TD SYNNEX revolving credit facility, the “TD SYNNEX credit facilities”) that had an original aggregate principal amount of $ 1.5 billion and has begun amortizing as described below.

1 unchanged sentence

There are no guarantors of the TD SYNNEX credit facilities.

The maturity of the TD SYNNEX credit facilities is on the fifth anniversary of the September 2021 closing date, to occur in September 2026,

The maturity of the TD SYNNEX credit facilities is on the fifth anniversary of the September 2021 closing date, to occur in September 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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

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.

The outstanding principal amount of the TD SYNNEX term loan is payable in quarterly installments in an amount equal to 1.25 % of the original $ 1.5 billion principal balance, with the outstanding principal amount of the term loans due in full on the maturity date.

2 unchanged sentences

In addition to these borrowing rates, there is a commitment fee which ranges from 0.125 % to 0.300 % on any unused commitment under the TD SYNNEX revolving credit facility based on the Company’s public debt rating.

The effective interest rate for the TD SYNNEX term loan was 1.59 % and 1.49 % as of February 28, 2022 and November 30, 2021, respectively.

The effective interest rate for the TD SYNNEX term loan was 2.44 % and 1.49 % as of May 31, 2022 and November 30, 2021, respectively.

The TD SYNNEX Credit Agreement contains various loan covenants that are customary for similar facilities for similarly rated borrowers that restricts the ability of the Company and its subsidiaries to take certain actions.

9 unchanged sentences

The Company may also redeem the Senior Notes of any series at its option, at any time in whole or from time to time in part, on or after the applicable Par Call Date, at a redemption price equal to 100 % of the principal amount of the Senior Notes to be redeemed.

Other borrowings and term debt

The Company has various other committed and uncommitted lines of credit with financial institutions, accounts receivable securitization arrangements, factoring of accounts receivable with recourse provisions, finance leases, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $ 618.8 million as of February 28, 2022.

Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market

On June 14, 2022, the Company commenced an offer to exchange (the "Exchange Offer") its outstanding unregistered Senior Notes for new registered notes (the "Exchange Notes").

The purpose of the Exchange Offer is to fulfill the Company's obligations under the applicable registration rights agreement entered into in connection with the issuance of the Senior Notes.

The Company will not receive any proceeds from the Exchange Offer, and the aggregate principal amount of Exchange Notes that will be issued will be equal to the aggregate principal amount of Senior Notes that are surrendered pursuant to the Exchange Offer.

The terms of the Exchange Notes offered in the Exchange Offer are substantially identical to the terms of the respective series of the Senior Notes, except that the Exchange Notes will be registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

There was $ 287.4 million outstanding on these facilities at February 28, 2022, at a weighted average interest rate of 2.98 %, and there was $ 106.3 million outstanding at November 30, 2021, at a weighted average interest rate of 4.59 %.

relating to the Senior Notes will not apply to the Exchange Notes.

The Exchange Offer will expire on July 14, 2022, unless extended.

The settlement date for the Exchange Offer will occur promptly following the expiration of the Exchange Offer.

Other Borrowings and Term Debt

Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions.

There was $ 133.6 million outstanding on these facilities at May 31, 2022, at a weighted average interest rate of 5.53 %, and there was $ 106.3 million outstanding at November 30, 2021, at a weighted average interest rate of 4.59 %.

Borrowings under certain of these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable.

At February 28, 2022, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 102.0 million.

At May 31, 2022, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 98.5 million.

These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.

The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at February 28, 2022 exchange rates.

The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at May 31, 2022 exchange rates.

Covenant Compliance

1 unchanged sentence

The covenants also limit the Company’s ability to incur additional debt, create liens, enter into agreements with affiliates, modify the nature of the Company’s business and merge or consolidate.

As of February 28, 2022, the Company was in compliance with all current and material financial covenant requirements for the above arrangements.

As of May 31, 2022, the Company was in compliance with all current and material financial covenant requirements for the above arrangements.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

NOTE 10—EARNINGS PER COMMON SHARE:

The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:

Three Months Ended

February 28, 2022 February 28, 2021

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Basic earnings per common share:

8 unchanged sentences

Effect of dilutive securities:

Stock options and restricted stock units 308 418

Stock options and RSU's 273 516 293 467

Weighted-average number of common shares - diluted 95,742 51,707 95,784 51,636

1 unchanged sentence

Anti-dilutive shares excluded from diluted earnings per share calculation 244 3 244 11

(1) Restricted stock awards granted by the Company are considered participating securities.

(1) RSA's granted by the Company are considered participating securities.

Income available to participating securities was immaterial in all periods presented.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

3 unchanged sentences

Americas Europe APJ Consolidated

Three Months Ended February 28, 2022

Three Months Ended May 31, 2022

Revenue $ 9,776,933 $ 4,652,611 $ 840,247 $ 15,269,791

Operating income 192,823 40,525 19,389 252,737

Three Months Ended February 28, 2021

Three Months Ended May 31, 2021

Revenue $ 5,089,193 $ 303,464 $ 464,168 $ 5,856,825

Operating income 120,613 17,567 9,721 147,901

Six Months Ended May 31, 2022

Revenue $ 18,851,206 $ 10,232,399 $ 1,656,163 $ 30,739,768

Operating income 326,360 105,857 42,960 475,177

Six Months Ended May 31, 2021

Revenue $ 9,396,200 $ 435,996 $ 963,643 $ 10,795,839

Operating income 241,048 23,802 24,799 289,649

Americas Europe APJ Consolidated

February 28, 2022 $ 16,498,640 $ 10,619,007 $ 1,605,017 $ 28,722,664

May 31, 2022 $ 16,353,008 $ 10,182,277 $ 1,522,544 $ 28,057,829

November 30, 2021 15,708,483 10,657,886 1,300,011 27,666,380

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

1 unchanged sentence

The Company has a business relationship with MiTAC Holdings Corporation (“MiTAC Holdings”), a publicly-traded company in Taiwan, which began in 1992 when MiTAC Holdings became one of the Company's primary investors through its affiliates.

As of both February 28, 2022 and November 30, 2021, MiTAC Holdings and its affiliates beneficially owned approximately 9.5 % of the Company’s outstanding common stock.

As of both May 31, 2022 and November 30, 2021, MiTAC Holdings and its affiliates beneficially owned approximately 9.6 % of the Company’s outstanding common stock.

Matthew Miau, Chairman Emeritus of the Company’s Board of Directors and a director, is the Chairman of MiTAC Holdings and a director or officer of MiTAC Holdings’ affiliates.

Beneficial Ownership of the Company’s Common Stock by MiTAC Holdings

As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 9.5 % of the Company’s outstanding common stock as of February 28, 2022.

As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 9.6 % of the Company’s outstanding common stock as of May 31, 2022.

These shares are owned by the following entities:

As of February 28, 2022

As of May 31, 2022

MiTAC Holdings (1)

12 unchanged sentences

The following table presents the Company's transactions with MiTAC Holdings and its affiliates for the periods indicated:

Three Months Ended

February 28, 2022 February 28, 2021

Three Months Ended Six Months Ended

May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021

Purchases of inventories and services $ 54,474 $ 48,602 $ 101,050 $ 89,759

3 unchanged sentences

The following table presents the Company’s receivable from and payable to MiTAC Holdings and its affiliates for the periods presented:

February 28, 2022 November 30, 2021

May 31, 2022 November 30, 2021

Receivable from related parties (included in Accounts receivable, net) $ 18,090 $ 21,841

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

2 unchanged sentences

In June 2020, the Board of Directors authorized a three-year $ 400 million share repurchase program, effective July 1, 2020, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions.

As of February 28, 2022, the Company had $ 376.2 million available for future repurchases of its common stock under the authorized share repurchase program.

The Company's common share repurchase activity for the three months ended February 28, 2022 is summarized as follows:

As of May 31, 2022, the Company had $ 347.2 million available for future repurchases of its common stock under the authorized share repurchase program.

The Company's common share repurchase activity for the six months ended May 31, 2022 is summarized as follows:

Shares Weighted-average price per share

3 unchanged sentences

Shares of treasury stock repurchased for tax withholdings on equity awards 57 102.85

Treasury stock balance at February 28, 2022

Treasury stock balance at May 31, 2022

3,201 $ 81.16

On March 24, 2022 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.30 per common share payable on April 22, 2022 to stockholders of record as of the close of business on April 8, 2022 .

On June 28, 2022 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.30 per common share payable on July 29, 2022 to stockholders of record as of the close of business on July 15, 2022 .

Future dividends are subject to continued capital availability and declaration by the Board of Directors that the dividend is in the best interest of the Company’s stockholders.

9 unchanged sentences

In March 2020, the Competition Authority imposed fines on Tech Data, on another distributor, and on Apple, finding that Tech Data entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products.

The fine imposed on Tech Data was € 76 million (approximately $ 85 million as of February 28, 2022).

The fine imposed on Tech Data was € 76 million (approximate ly $ 82 million as o f May 31, 2022).

The Company has vigorously contested the arguments of the Competition Authority, and the Company has appealed its determination to the French courts, seeking to set aside or reduce the fine.

Although the Company believes it has strong arguments on appeal, the Company has determined that the best estimate of probable loss related to this matter as of February 28, 2022 is € 36 million (approximately $ 40 million as of February 28, 2022).

Although the Company believes it has strong arguments on appeal, the Company has determined that the best estimate of probable loss related to this matter as of May 31, 2022 is € 36 million (approximately $ 39 million as of May 31, 2022).

Under French law, the pendency of the Company’s appeal does not suspend the obligation to pay the fine.

Tech Data agreed with the French authorities to make eight equal installment payments in relation to the fine assessed for a total amount of € 22.8 million on a quarterly basis from January 2021 through October 2022 .

As of February 28, 2022, the Company has an accrual established for this matter of € 21.8 million ($ 24.4 million as of February 28, 2022) that represents the total estimate of probable loss less installment payments made

As of May 31, 2022, the Company has an accrual established for this matter of € 18.9 million ($ 20.4 million as of May 31, 2022) that represents the total estimate of probable loss less installment payments made to date.

If the appeal

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2022 and 2021

For the three and six months ended May 31, 2022 and 2021

( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )

If the appeal process is not completed prior to the end of December 2022, the Company may be required to pay further amounts towards the full fine assessed by the Competition Authority before the Company’s appeal is finally determined.

process is not completed prior to the end of December 2022, the Company may be required to pay further amounts towards the full fine assessed by the Competition Authority before the Company’s appeal is finally determined.

However, any additional amounts that may need to be paid have not yet been determined.

14 unchanged sentences

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