3 unchanged sentences
(currency and share amounts in thousands, except par value)
−Removed: May 31, 2022 November 30, 2021
+Added: August 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
−Removed: 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
+Added: Common stock, $ 0.001 par value, 200,000 shares authorized, 98,475 and 98,204 shares issued as of August 31, 2022 and November 30, 2021, respectively
Additional paid-in capital 7,339,802 7,271,337
−Removed: Treasury stock, 3,201 and 2,633 shares as of May 31, 2022 and November 30, 2021, respectively
+Added: Treasury stock, 3,511 and 2,633 shares as of August 31, 2022 and November 30, 2021, respectively
( 290,161 ) ( 201,139 )
8 unchanged sentences
(currency and share amounts in thousands, except per share amounts)
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Revenue $ 15,356,085 $ 5,207,064 $ 46,095,853 $ 16,002,904
5 unchanged sentences
Interest expense and finance charges, net ( 52,119 ) ( 26,365 ) ( 142,430 ) ( 71,766 )
−Removed: Other expense, net ( 6,255 ) ( 755 ) ( 10,523 ) ( 2,089 )
+Added: Other (expense) income, net ( 1,852 ) 4,796 ( 12,375 ) 2,707
Income before income taxes 187,563 126,635 561,906 368,794
10 unchanged sentences
TD SYNNEX CORPORATION
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(currency in thousands)
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Net income $ 148,835 $ 94,705 $ 430,076 $ 275,628
Other comprehensive (loss) income:
−Removed: 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
+Added: Unrealized gains on cash flow hedges during the period, net of tax (expense) benefit of ($ 2,621 ) and ($ 184 ) for the three months ended August 31, 2022 and 2021, respectively, and ($ 9,043 ) and $ 357 for the nine months ended August 31, 2022 and 2021, respectively
8,024 500 27,654 1,696
−Removed: 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
+Added: Reclassification of net losses on cash flow hedges to net income, net of tax (benefit) of ($ 1,367 ) and ($ 2,636 ) for the three months ended August 31, 2022, and 2021, respectively, and ($ 6,051 ) and ($ 7,796 ) for the nine months ended August 31, 2022 and 2021, respectively
4,185 8,084 18,499 23,908
Total change in unrealized gains on cash flow hedges, net of taxes 12,209 8,584 46,153 25,604
−Removed: 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
+Added: Foreign currency translation adjustments, net of tax benefit (expense) of $ 22 and $ 308 for the three months ended August 31, 2022 and 2021, respectively, and ($ 84 ) and ($ 936 ) for the nine months ended August 31, 2022 and 2021, respectively
( 336,271 ) ( 20,194 ) ( 503,837 ) 8,375
6 unchanged sentences
(currency in thousands, except per share amounts)
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Total Stockholders' equity, beginning balance $ 7,981,665 $ 2,255,668 $ 7,905,975 $ 4,338,860
3 unchanged sentences
Common stock issued for employee benefit plans 1,944 3,503 6,016 6,006
+Added: Purchase of noncontrolling interest 2,640 — 2,640 —
Ending balance 7,339,900 1,615,742 7,339,900 1,615,742
22 unchanged sentences
(currency in thousands)
−Removed: Six Months Ended
−Removed: May 31, 2022 May 31, 2021
+Added: Nine Months Ended
+Added: August 31, 2022 August 31, 2021
Cash flows from operating activities:
25 unchanged sentences
Net transfer of cash and cash equivalents to Concentrix — ( 149,948 )
−Removed: Net cash used in financing activities ( 129,950 ) ( 221,960 )
+Added: Proceeds from issuance of Bonds — 2,500,000
+Added: Debt issuance cost — ( 26,759 )
+Added: Net cash (used in) provided by financing activities ( 159,246 ) 2,232,658
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 55,916 ) 3,479
8 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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.
−Removed: 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").
+Added: The accompanying interim unaudited Consolidated Financial Statements as of August 31, 2022 and for the three and nine months ended August 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
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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.
−Removed: Accounting pronouncements adopted during the six months ended May 31, 2022 are discussed below.
+Added: Accounting pronouncements adopted during the nine months ended August 31, 2022 are discussed below.
Use of Estimates
2 unchanged sentences
The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and work force participation and created volatility and disruption of financial markets.
−Removed: Despite improvements in the global economy since the onset of the pandemic, the emergence of the Delta and Omicron variants and other mutations bring uncertainty to continued economic recovery.
+Added: Despite improvements in the global economy since the onset of the pandemic, resurgences of COVID-19 variants and the related impacts bring uncertainty to continued economic recovery.
As a result, the Company cannot at this time accurately predict what effects these conditions will have on its operations and financial condition, including due to the uncertainties relating to the severity and duration of the pandemic, the effect on its customers and customer demand and the length of the restrictions and closures imposed by various governments, including recent restrictions and closures within the Asia-Pacific region.
13 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):
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
10 % 13 % 10 % 13 %
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
−Removed: No single customer accounted for more than 10% of the Company's total revenue during the three and six months ended May 31, 2022.
−Removed: One customer accounted for 25 % and 22 % of the Company’s total revenue during the three and six months ended May 31, 2021, respectively.
−Removed: As of May 31, 2022 and November 30, 2021, no single customer comprised more than 10% of the consolidated accounts receivable balance.
+Added: One customer accounted for 12 % of the Company's total revenue during the three months ended August 31, 2022.
+Added: No single customer accounted for more than 10% of the Company's total revenue during the nine months ended August 31, 2022.
+Added: One customer accounted for 23 % and 29 % of the Company’s total revenue during the three and nine months ended August 31, 2021, respectively.
+Added: As of August 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.
−Removed: 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.
+Added: As of August 31, 2022 and November 30, 2021, accounts receivable sold to and held by the financial institutions under these programs were $ 1.35 billion 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.
−Removed: 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.
+Added: Discount fees for these programs totaled $ 5.0 million and $ 11.9 million in the three and nine months ended August 31, 2022, respectively, and $ 0.6 million and $ 1.8 million in the three and nine months ended August 31, 2021, respectively.
Inventories are stated at the lower of cost and net realizable value.
9 unchanged sentences
After completion of the Merger, the Company reviewed its reportable segments as there was a change in its chief executive officer, who is also the Company’s chief operating decision maker.
−Removed: The Company’s chief operating decision maker has a leadership structure aligned with the geographic locations of the Americas, Europe and Asia-Pacific and Japan (“APJ”) and reviews and allocates resources based on these geographic locations.
−Removed: As a result, as of September 1, 2021 the Company began operating in three reportable segments based on its geographic locations:
+Added: The Company’s chief operating decision maker has a leadership structure aligned with the geographic regions of the Americas, Europe and Asia-Pacific and Japan (“APJ”) and reviews and allocates resources based on these geographic regions.
+Added: As a result, as of September 1, 2021 the Company began operating in three reportable segments based on its geographic regions:
the Americas, Europe and APJ.
4 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
31 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
5 unchanged sentences
The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
−Removed: The amendments are elective and are effective upon issuance for all entities through December 31, 2022.
+Added: The amendments are elective and are effective upon issuance for all entities through December 31, 2022, and subject to a proposed extension to December 31, 2024.
The Company does not currently expect any material impacts from the adoption of this new guidance.
5 unchanged sentences
Additionally, the Company repaid the majority of Tech Data's outstanding debt after the Merger, including approximately $ 2.4 billion outstanding under Tech Data’s existing Asset-Based Credit Agreement and approximately $ 0.2 billion of outstanding Tech Data Senior Notes.
−Removed: The Company has accounted for the Merger as a business combination and allocated the purchase price to the estimated fair values of Tiger Parent (AP) Corporation’s assets acquired and liabilities assumed.
−Removed: The Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily (i) the final assessment and valuation of certain assets acquired and liabilities assumed, including accounts receivable, receivables from vendors, inventory, accrued expenses and other liabilities and (ii) the final assessment and valuation of certain income tax amounts.
−Removed: Therefore, the final fair values of the assets and liabilities may vary from the Company's preliminary estimates.
−Removed: 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.
+Added: The Company has accounted for the Merger as a business combination and allocated the purchase price to the fair values of Tiger Parent (AP) Corporation’s assets acquired and liabilities assumed.
+Added: As of August 31, 2022, the Company has completed its evaluation of assets acquired and liabilities assumed and finalized all related estimates.
+Added: During the nine months ended August 31, 2022, the Company updated the fair values of certain assets acquired and liabilities assumed, including an increase in goodwill of $ 44 million, an increase in deferred tax liabilities of $ 38 million, a decrease in net vendor receivables of $ 21 million and an increase in inventory of $ 9 million.
+Added: As the measurement period has concluded, the impact of any future adjustments to the assets acquired and liabilities assumed will be recorded in the Consolidated Statement of Operations in the period such change occurs.
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
−Removed: The preliminary allocation of the purchase price is as follows:
+Added: The allocation of the purchase price is as follows:
Cash and cash equivalents $ 702,907
22 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.
−Removed: 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.
−Removed: 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.
+Added: Included within the Company’s Consolidated Statement of Operations are revenues for the nine months ended August 31, 2022, of approximately $ 28 billion from Tech Data.
+Added: 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 nine months ended August 31, 2022.
It is not necessarily indicative of how the Tech Data operations would have performed on a stand-alone basis.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
2 unchanged sentences
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.
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2021 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2021 August 31, 2021
Revenue $ 14,339,201 $ 45,012,301
7 unchanged sentences
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.
−Removed: Professional services costs are primarily comprised of legal expenses and tax and other consulting services.
−Removed: Personnel and other costs are primarily comprised of costs related to retention and other bonuses, as well as severance costs.
−Removed: Long-lived assets charges are comprised of accelerated depreciation and amortization expense of $ 52.9 million recorded due to changes in asset useful lives in conjunction with the consolidation of certain IT systems.
+Added: Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses.
+Added: Personnel and other costs are primarily comprised of costs related to retention and other bonuses, as well as severance and duplicative labor costs.
+Added: Long-lived assets charges are primarily comprised of accelerated depreciation and amortization expense of $ 57.3 million recorded during the nine months ended August 31, 2022 due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, as well as impairment charges.
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.
−Removed: 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:
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: During the three and nine months ended August 31, 2022 and August 31, 2021, acquisition and integration expenses related to the Merger were composed of the following:
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Professional services costs $ 6,514 $ 3,114 $ 20,455 $ 7,109
5 unchanged sentences
Prior to the Merger, Tech Data implemented its GBO 2 Program that includes investments to optimize and standardize processes and apply data and analytics to be more agile in a rapidly evolving environment, increasing productivity, profitability and optimizing net-working capital.
−Removed: TD SYNNEX plans to continue this program in conjunction with the Company’s integration activities.
+Added: TD SYNNEX continued 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 costs.
−Removed: Restructuring costs are comprised of severance
+Added: Restructuring costs are comprised of severance costs and other
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
−Removed: costs and other associated exit costs, including certain consulting costs.
+Added: 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:
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2022
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2022
Restructuring costs $ 4,654 $ 15,438
2 unchanged sentences
Restructuring costs under the GBO 2 Program for fiscal 2022 were composed of the following:
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2022
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2022
Severance $ 2,099 $ 3,200
2 unchanged sentences
Restructuring costs related to the GBO 2 Program by segment are as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2022
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2022
Americas $ 1,354 $ 4,776
1 unchanged sentence
Total 4,654 $ 15,438
−Removed: Restructuring activity during the six months ended May 31, 2022 related to the GBO 2 Program is as follows:
+Added: Restructuring activity during the nine months ended August 31, 2022 related to the GBO 2 Program is as follows:
Severance and Benefits Other Exit Costs Total
4 unchanged sentences
Foreign currency translation ( 29 ) ( 429 ) ( 458 )
−Removed: Accrued balance as of May 31, 2022
+Added: Accrued balance as of August 31, 2022
$ 3,133 $ 502 $ 3,635
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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
−Removed: 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.
−Removed: 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.
+Added: The Company recognizes share-based compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance-based RSUs and employee stock purchases, based on estimated fair values.
+Added: The following tables summarize the Company's share-based awards activity for TD SYNNEX stock incentive plans during the nine months ended August 31, 2022.
A summary of the changes in the Company's stock options is set forth below:
2 unchanged sentences
Exercised ( 59 )
−Removed: Balances, May 31, 2022
−Removed: A summary of the changes in the Company's non-vested RSA's and RSU's is presented below:
−Removed: RSA's and RSU's
+Added: Balances, August 31, 2022
+Added: A summary of the changes in the Company's non-vested RSAs and RSUs is presented below:
+Added: RSAs and RSUs
Nonvested at November 30, 2021
1 unchanged sentence
Canceled ( 68 )
−Removed: Nonvested at May 31, 2022
+Added: Nonvested at August 31, 2022
A summary of share-based compensation expense in the Consolidated Statements of Operations for TD SYNNEX stock incentive plans is presented below:
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Selling, general and administrative expenses $ 6,643 $ 6,509 $ 20,431 $ 18,147
6 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
−Removed: The following table summarizes the activity related to these restricted shares during the six months ended May 31, 2022:
+Added: The following table summarizes the activity related to these restricted shares during the nine months ended August 31, 2022:
Restricted shares
1 unchanged sentence
Canceled ( 32 )
−Removed: Nonvested at May 31, 2022
+Added: Nonvested at August 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.
−Removed: 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.
−Removed: 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.
+Added: The Company recorded $ 11.4 million and $ 34.5 million of share-based compensation expense related to these restricted shares in “Acquisition, integration, and restructuring costs” during the three and nine months ended August 31, 2022, respectively.
+Added: As of August 31, 2022, there was $ 45.5 million of total unamortized share-based compensation expense related to these restricted shares to be recognized over a weighted-average amortization period of 1 year.
+Added: An additional 357 shares vested on September 1, 2022, one year after the date of the Merger.
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:
−Removed: May 31, 2022 November 30, 2021
+Added: August 31, 2022 November 30, 2021
Cash and cash equivalents $ 350,810 $ 993,973
2 unchanged sentences
Accounts receivable, net:
−Removed: May 31, 2022 November 30, 2021
+Added: August 31, 2022 November 30, 2021
Accounts receivable $ 8,237,588 $ 8,424,868
2 unchanged sentences
Receivables from vendors, net:
−Removed: May 31, 2022 November 30, 2021
+Added: August 31, 2022 November 30, 2021
Receivables from vendors $ 954,525 $ 1,130,091
3 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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 ( 17,522 )
−Removed: Balance at May 31, 2022
−Removed: Allowance for receivables from vendors:
+Added: Balance at August 31, 2022
+Added: Allowance for doubtful receivables from vendors:
Balance at November 30, 2021
1 unchanged sentence
Write-offs, reclassifications and foreign exchange translation ( 1,058 )
−Removed: Balance at May 31, 2022
−Removed: Accumulated other comprehensive income (loss):
+Added: Balance at August 31, 2022
+Added: Accumulated other comprehensive loss:
The components of accumulated other comprehensive loss (“AOCI”), net of taxes, were as follows:
7 unchanged sentences
Other comprehensive income (loss) before reclassification 27,654 ( 503,837 ) ( 476,183 )
−Removed: Reclassification of losses from other comprehensive income (loss) 14,314 — 14,314
−Removed: Balance as of May 31, 2022
+Added: Reclassification of losses from accumulated other comprehensive loss 18,499 — 18,499
+Added: Balance as of August 31, 2022
$ ( 2,650 ) $ ( 791,228 ) $ ( 793,878 )
−Removed: Refer to Note 7 - Derivative Instruments for the location of gains and losses reclassified from other comprehensive income to the Consolidated Statements of Operations.
+Added: Refer to Note 7 - Derivative Instruments for the location of gains and losses reclassified from AOCI to the Consolidated Statements of Operations.
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
21 unchanged sentences
Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.
+Added: TD SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: For the three and nine months ended August 31, 2022 and 2021
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
Fair Values of Derivative Instruments in the Consolidated Balance Sheets
The fair values of the Company’s derivative instruments are disclosed in Note 8 - Fair Value Measurements and summarized in the table below:
−Removed: Balance Sheet Line Item May 31, 2022 November 30, 2021
+Added: Balance Sheet Line Item August 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
+Added: Other current assets 6,690 —
Other assets, net 1,157 —
1 unchanged sentence
Other long-term liabilities — 24,151
−Removed: TD SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
−Removed: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
The Company terminated interest rate swaps with a notional value of $ 400 million in December 2021.
4 unchanged sentences
The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change.
+Added: TD SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: For the three and nine months ended August 31, 2022 and 2021
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations
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:
−Removed: Three Months Ended, Six Months Ended,
−Removed: Location of Gains (Losses) in Income May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: Location of Gains (Losses) in Income August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Derivative instruments designated as cash flow hedges:
−Removed: Gains (losses) recognized in OCI on interest rate swaps $ 14,232 $ ( 2,400 ) $ 26,051 $ 655
+Added: Gains recognized in OCI on interest rate swaps $ 10,645 $ 684 $ 36,696 $ 1,339
Losses on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ ( 5,552 ) $ ( 10,721 ) $ ( 24,550 ) $ ( 31,704 )
2 unchanged sentences
Cost of revenue $ 36,804 $ — $ 40,922 $ —
−Removed: Losses recognized from foreign exchange forward contracts, net (1)
−Removed: Other income (expense), net ( 949 ) ( 8,431 ) $ ( 1,159 ) $ ( 9,128 )
+Added: (Losses) gains recognized from foreign exchange forward contracts, net (1)
+Added: Other (expense) income, net ( 3,285 ) 1,782 $ ( 4,444 ) $ ( 7,347 )
Losses recognized from interest rate swaps, net Interest expense and finance charges, net — — — ( 128 )
5 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.
−Removed: The Company manages the
+Added: 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.
+Added: On September 20, 2022, the Company entered into foreign currency forward contracts with an aggregate notional value of $ 524 million to hedge a portion of its net investment in Euro denominated foreign operations which are designated as net investment hedges.
+Added: The Company entered into the net investment hedges to offset the risk of change in the U.S.
+Added: dollar value of the Company's investments in Euro functional subsidiaries due to fluctuating foreign exchange rates.
+Added: Beginning in the fourth quarter of fiscal year 2022, the gains and losses on net investment hedges will be recorded in other comprehensive income (loss) until the sale or substantially complete liquidation of the underlying assets of the Company's investment.
+Added: The initial fair value of hedge components excluded from the assessment of effectiveness will be recognized in the Consolidated Statement of Operations under a systematic and rational method over the life of the hedging instrument.
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
−Removed: 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:
−Removed: As of May 31, 2022
+Added: As of August 31, 2022
As of November 30, 2021
7 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.
−Removed: The effect of nonperformance risk on the fair value of derivative instruments was not material as of May 31, 2022 and November 30, 2021.
+Added: The effect of nonperformance risk on the fair value of derivative instruments was not material as of August 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.
−Removed: 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.
−Removed: During the six months ended May 31, 2022, there were no transfers between the fair value measurement category levels.
+Added: The estimated fair value of the Senior Notes was approximately $ 2.16 billion and $ 2.45 billion at August 31, 2022 and November 30, 2021, respectively.
+Added: During the nine months ended August 31, 2022, there were no transfers between the fair value measurement category levels.
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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:
−Removed: May 31, 2022 November 30, 2021
+Added: August 31, 2022 November 30, 2021
Committed and uncommitted revolving credit facilities and borrowings $ 177,190 $ 106,256
11 unchanged sentences
U nder the terms of the U.S.
−Removed: AR Arrangement, as amended in December 2021, the Company and its subsidiaries that are party to the U.S.
+Added: AR Arrangement, the Company and its subsidiaries that are party to the U.S.
AR Arrangement can borrow up to a maximum of $ 1.5 billion based upon eligible trade accounts receivable.
1 unchanged sentence
The effective borrowing cost under the U.S.
−Removed: AR Arrangement is a blended rate based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon LIBOR.
+Added: AR Arrangement is a blended rate based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon SOFR.
In addition, a program fee payable on the used portion of the lenders’ commitment accrues at 0.75 % per annum.
3 unchanged sentences
subsidiaries sell, on a revolving basis, their receivables (other than certain excluded receivables) to a wholly-owned, bankruptcy-remote subsidiary.
+Added: Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 2.9 billion as of August 31, 2022.
The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by the Company's bankruptcy-remote subsidiary as security.
2 unchanged sentences
There were no amounts outstanding under the U.S.
−Removed: AR Arrangement at May 31, 2022 or November 30, 2021.
+Added: AR Arrangement at August 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.
−Removed: There were no amounts outstanding under the TD SYNNEX revolving credit facility at May 31, 2022 or November 30, 2021.
+Added: There were no amounts outstanding under the TD SYNNEX revolving credit facility at August 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.
−Removed: 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.
+Added: The maturity of the TD SYNNEX credit facilities is on the fifth anniversary of the September 2021 closing date, to occur in September 2026,
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
+Added: 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.
−Removed: 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.
+Added: The effective interest rate for the TD SYNNEX term loan was 3.91 % and 1.49 % as of August 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.
10 unchanged sentences
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").
−Removed: 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.
−Removed: 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.
−Removed: 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
+Added: The purpose of the Exchange Offer was to fulfill the Company's obligations under the applicable registration rights agreement entered into in connection with the issuance of the Senior Notes.
+Added: The Company did not receive any proceeds from the Exchange Offer, and the aggregate principal amount of Exchange Notes that were issued was equal to the aggregate principal amount of Senior Notes that were surrendered pursuant to the Exchange Offer.
+Added: The terms of the Exchange Notes are substantially identical to the terms
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
−Removed: relating to the Senior Notes will not apply to the Exchange Notes.
−Removed: The Exchange Offer will expire on July 14, 2022, unless extended.
−Removed: The settlement date for the Exchange Offer will occur promptly following the expiration of the Exchange Offer.
+Added: of the respective series of the Senior Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the Senior Notes do not apply to the Exchange Notes.
+Added: The Exchange Offer expired on July 14, 2022 and settlement occurred on July 15, 2022.
Other Borrowings and Term Debt
−Removed: 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 $ 566.2 million as of May 31, 2022.
+Added: The Company has various other committed and uncommitted lines of credit with financial institutions, accounts receivable securitization arrangements, finance leases, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $ 585.0 million as of August 31, 2022.
Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions.
−Removed: 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 %.
+Added: There was $ 177.2 million outstanding on these facilities at August 31, 2022, at a weighted average interest rate of 6.42 %, 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.
−Removed: 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.
+Added: At August 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 $ 86.6 million.
These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.
−Removed: The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at May 31, 2022 exchange rates.
+Added: The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at August 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.
−Removed: As of May 31, 2022, the Company was in compliance with all current and material financial covenant requirements for the above arrangements.
+Added: As of August 31, 2022, the Company was in compliance with the financial covenant requirements for the above arrangements.
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
1 unchanged sentence
The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Basic earnings per common share:
8 unchanged sentences
Effect of dilutive securities:
−Removed: Stock options and RSU's 273 516 293 467
+Added: Stock options and RSUs 292 491 293 475
Weighted-average number of common shares - diluted 95,407 51,766 95,648 51,679
1 unchanged sentence
Anti-dilutive shares excluded from diluted earnings per share calculation 235 — 241 7
−Removed: (1) RSA's granted by the Company are considered participating securities.
+Added: ____________________________
+Added: (1) RSAs 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
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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
−Removed: Three Months Ended May 31, 2022
+Added: Three Months Ended August 31, 2022
Revenue $ 9,900,779 $ 4,681,797 $ 773,509 $ 15,356,085
Operating income 180,471 44,260 16,803 241,534
−Removed: Three Months Ended May 31, 2021
+Added: Three Months Ended August 31, 2021
Revenue $ 4,609,909 $ 252,478 $ 344,677 $ 5,207,064
Operating income 132,053 10,171 5,980 148,204
−Removed: Six Months Ended May 31, 2022
+Added: Nine Months Ended August 31, 2022
Revenue $ 28,751,985 $ 14,914,196 $ 2,429,672 $ 46,095,853
Operating income 511,813 150,117 54,781 716,711
−Removed: Six Months Ended May 31, 2021
+Added: Nine Months Ended August 31, 2021
Revenue $ 14,006,109 $ 688,474 $ 1,308,321 $ 16,002,904
1 unchanged sentence
Americas Europe APJ Consolidated
−Removed: May 31, 2022 $ 16,353,008 $ 10,182,277 $ 1,522,544 $ 28,057,829
+Added: August 31, 2022 $ 17,483,227 $ 9,938,152 $ 1,670,689 $ 29,092,068
November 30, 2021 15,708,483 10,657,886 1,300,011 27,666,380
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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.
−Removed: 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.
+Added: As of August 31, 2022 and November 30, 2021, MiTAC Holdings and its affiliates beneficially owned approximately 9.6 % and 9.5 % of the Company’s outstanding common stock, respectively.
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
−Removed: 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.
+Added: 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 August 31, 2022.
These shares are owned by the following entities:
−Removed: As of May 31, 2022
+Added: As of August 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:
−Removed: Three Months Ended Six Months Ended
−Removed: May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
+Added: Three Months Ended Nine Months Ended
+Added: August 31, 2022 August 31, 2021 August 31, 2022 August 31, 2021
Purchases of inventories and services $ 85,113 $ 46,393 $ 186,163 $ 136,152
3 unchanged sentences
The following table presents the Company’s receivable from and payable to MiTAC Holdings and its affiliates for the periods presented:
−Removed: May 31, 2022 November 30, 2021
+Added: August 31, 2022 November 30, 2021
Receivable from related parties (included in Accounts receivable, net) $ 4,426 $ 21,841
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 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.
−Removed: 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.
−Removed: The Company's common share repurchase activity for the six months ended May 31, 2022 is summarized as follows:
+Added: As of August 31, 2022, the Company had $ 317.0 million available for future repurchases of its common stock under the authorized share repurchase program.
+Added: The Company's common share repurchase activity for the nine months ended August 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 58 102.66
−Removed: Treasury stock balance at May 31, 2022
+Added: Treasury stock balance at August 31, 2022
3,511 $ 82.64
−Removed: 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 .
+Added: On September 27, 2022 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.30 per common share payable on October 28, 2022 to stockholders of record as of the close of business on October 14, 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.
−Removed: The fine imposed on Tech Data was € 76 million (approximate ly $ 82 million as o f May 31, 2022).
+Added: The fine imposed on Tech Data was € 76 million (approximate ly $ 76 million as o f August 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.
−Removed: 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).
+Added: 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 August 31, 2022 is € 36 million (approximately $ 36 million as of August 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 .
−Removed: 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.
+Added: As of August 31, 2022, the Company has an accrued liability for this matter of € 16.0 million ($ 16.0 million as of August 31, 2022) that represents the total estimate of probable loss less installment payments made to date.
If the appeal
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and six months ended May 31, 2022 and 2021
+Added: For the three and nine months ended August 31, 2022 and 2021
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
16 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.