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Item 7. Management’s Discussion and Analysis

2023-01-24 compared with 2022-01-28 · 292 added, 379 removed, 178 unchanged (79% of the section changed)

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Amounts in certain tables appearing in this Report may not add or compute due to rounding.

This section of the Form 10-K generally discusses fiscal 2022 and 2021 items and year-to-year comparisons between fiscal 2022 and 2021.

Discussions of fiscal 2020 items and year-to-year comparisons between fiscal 2021 and

2020 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2021 filed with the SEC on January 28, 2022.

In addition to historical information, the MD&A contains forward-looking statements that involve risks and uncertainties.

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Risk Factors of this Form 10-K and elsewhere in this document.

On December 1, 2020, we completed the previously announced separation of our customer experience services business (the “Separation”), which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”).

Our stockholders received one share of Concentrix common stock for every share of our common stock held at the close of business on the record date.

Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market.

After the Separation, we do not beneficially own any shares of Concentrix’ common stock and beginning December 1, 2020, we no longer consolidate Concentrix within our financial results or reflect the financial results of Concentrix within our continuing results of operations.

We distributed a total of approximately 51.6 million shares of Concentrix common stock to our stockholders.

In connection with the Separation, we entered into a separation and distribution agreement, as well as various other agreements with Concentrix that provide a framework for the relationships between the parties going forward, including among others an employee matters agreement, a tax matters agreement, and a commercial agreement, pursuant to which Concentrix has continued to provide services to us following the Separation.

The historical results of operations and financial position of Concentrix are reported as discontinued operations in our Consolidated Financial Statements.

For further information on discontinued operations, see Note 5 - Discontinued Operations, to the Consolidated Financial Statements in Item 8.

On March 22, 2021, SYNNEX entered into an agreement and plan of merger (the “Merger Agreement”) which provided that legacy SYNNEX Corporation would acquire legacy Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which would result in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation.

(collectively, the "Merger").

We are a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem.

We serve a critical role, bringing products from the world's leading and emerging technology vendors to market, and helping our customers create solutions best suited to maximize business outcomes for their end-user customers.

On September 1, 2021, pursuant to the terms of the Merger Agreement, we acquired all the outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent corporation of Tech Data, for consideration of $1.6 billion in cash ($1.1 billion in cash after giving effect to a $500.0 million equity contribution by Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation’s sole stockholder and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP) Corporation prior to the effective time of the Merger) and 44 million shares of common stock of SYNNEX, valued at approximately $5.6 billion.

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Technology Solutions and Concentrix.

After giving effect to the Separation on December 1, 2020, we operated in a single reportable segment.

After giving effect to the previously announced separation of our customer experience services business (the "Separation") on December 1, 2020, we operated in a single reportable segment.

After completion of the Merger, we reviewed our reportable segments as there was a change in our chief executive officer, who is also our chief operating decision maker.

Our 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.

As a result, as of September 1, 2021 we began operating in three reportable segments based on our geographic locations:

Our 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.

As a result, as of September 1, 2021 we began operating in three reportable segments based on our geographic regions:

the Americas, Europe and APJ.

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For financial information by segment, refer to Note 13 – Segment Information, to the Consolidated Financial Statements in Item 8.

We have not presented information by reportable segment within the Management’s Discussion and Analysis of Financial Condition and Results of Operations due to the lack of comparability between periods resulting from the Merger on September 1, 2021.

We have presented limited information by reportable segment within the Management’s Discussion and Analysis of Financial Condition and Results of Operations due to the lack of comparability between periods resulting from the Merger on September 1, 2021.

Revenue and Cost of Revenue

We distribute peripherals, information technology (“IT”) systems including data center server and storage solutions, system components, software, networking, communications and security equipment, consumer electronics and complementary products.

We distribute IT hardware, software, and systems including personal computing devices and peripherals, mobile phones and accessories, server and datacenter infrastructure, hybrid cloud, security, networking, communications and storage solutions, and system components.

We also provide systems design and integration solutions.

In fiscal years 2022 and 2021 approximately 45% and 37% of our revenue, respectively, was generated from our international operations.

As a result, our revenue growth has been impacted by fluctuations in foreign currency exchange rates.

The market for IT products is generally characterized by declining unit prices and short product life cycles.

As a result, our revenue growth is impacted by fluctuations in foreign currency exchange rates.

In fiscal year 2022, several foreign currencies in which we transact business depreciated against the U.S.

dollar, including the Euro and the Japanese yen, which adversely affected the revenue growth of our Europe and APJ segments.

The market for IT products has generally been characterized by declining unit prices and short product life cycles, although unit prices for certain products have increased during certain periods due to factors such as supply chain constraints and inflation.

Our overall business is also highly competitive on the basis of price.

We set our sales price based on the market supply and demand characteristics for each particular product or bundle of products we distribute and solutions we provide.

We also participate in the incentive and rebate

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programs of our OEM suppliers.

We also participate in the incentive and rebate programs of our OEM suppliers.

These programs are important determinants of the final sales price we charge to our reseller customers.

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In addition, cost of revenue includes the cost of material, labor and overhead for our systems design and integration solutions.

The IT distribution industry in which we operate is characterized by low gross profit as a percentage of revenue, or gross margin, and low income from operations as a percentage of revenue, or operating margin.

The IT distribution industry in which we operate is characterized by low gross profit as a percentage of revenue, or gross margin, and low operating income as a percentage of revenue, or operating margin.

Our gross margin has fluctuated annually due to changes in the mix of products we offer, customers we sell to, incentives and rebates received from our OEM suppliers, competition, seasonality, replacement of lower margin business, inventory obsolescence, and lower costs associated with increased efficiencies.

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Economic and Industry Trends

Our revenue is highly dependent on the end-market demand for IT products.

This end-market demand is influenced by many factors including the introduction of new IT products and software by OEMs, replacement cycles for existing IT products, seasonality and overall economic growth and general business activity.

A difficult and challenging economic environment may also lead to consolidation or decline in the IT distribution industry and increased price-based competition.

Business in our system design and solutions is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market.

Our business includes operations in the Americas, Europe and APJ, so we are affected by demand for our products in those regions and the strengthening or weakening of local currencies relative to the U.S.

In December 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”).

In March 2020, the World Health Organization characterized COVID-19 as a pandemic.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and workforce participation, including our own, and created significant volatility and disruption of financial markets.

The disruptions due to COVID-19 have impacted our business including logistics operations in our business particularly during the second quarter of fiscal year 2020 .

We have successfully transitioned a significant portion of our workforce to a remote working environment and implemented a number of safety and social distancing measures within our premises to protect the health and safety of co-workers who are required to be on-premise to support our business.

During the fiscal year ended November 30, 2020, we incurred net incremental costs associated with COVID-19 of approximately $45 million.

Net incremental costs associated with COVID-19 were not material during the fiscal year ended November 30, 2021.

We are unable to predict how long these conditions will persist, what additional measures may be introduced by governments, vendors or customers and the effect of any such additional measures on our business.

As a result, many of the estimates and assumptions involved in the preparation of the financial statements included in this report on Form 10-K, required increased judgment and carry a higher degree of variability and volatility.

As events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.

Critical Accounting Policies and Estimates

The discussions and analysis of our consolidated financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in conformity with GAAP.

The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period.

On an ongoing basis, we review and evaluate our estimates and assumptions.

Our estimates are based on our historical experience and a variety of other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our judgment about the carrying values of assets and liabilities that are not readily available from other sources.

Actual results could differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies involve the more significant judgments, estimates and/or assumptions used in the preparation of our Consolidated Financial Statements.

Revenue Recognition.

We generate revenue primarily from the sale of various IT products.

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We recognize revenue s from the sale of IT hardware and software as control is transferred to customers, which is at the point in time when the product is shipped or delivered.

We account 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 from customers together with agreement to our 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 us are delivered via shipment from our facilities, drop-shipment directly from the vendor, or by electronic delivery of software products.

In situations where arrangements include customer acceptance provisions, revenue is recognized when we can objectively verify the products comply with specifications underlying acceptance and the customer has control of the products .

Revenue is presented net of taxes collected from customers and remitted to government authorities.

We generally invoice a customer upon shipment, or in accordance with specific contractual provisions.

Payments are due as per contract terms and do not contain a significant financing component.

Ser vice revenues represents less than 10% of the total revenue for the periods presented.

Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue.

A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return.

These provisions are reviewed and adjusted periodically.

Revenue is reduced for early payment discounts and volume incentive rebates offered to customers, which are considered variable consideration, at the time of sale based on an evaluation of the contract terms and historical experience.

We recognize revenue on a net basis on certain contracts, where our performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which we do not assume the risks and rewards of ownership, by recognizing the margins earned in revenue with no associated cost of revenue.

Such arrangements include supplier service contracts, post-contract software support services and extended warranty contracts.

We consider shipping and handling activities as costs to fulfill the sale of products.

Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue.

Business Combinations.

We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and noncontrolling interests in the acquiree generally based on their fair values at the acquisition date.

The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and noncontrolling interests in the acquiree is recorded as goodwill and may involve engaging independent third-parties to perform an appraisal.

When determining the fair values of assets acquired, liabilities assumed, and noncontrolling interests in the acquiree, we make significant estimates and assumptions, especially with respect to intangible assets.

Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, and discount rates.

Fair value estimates are based on the assumptions we believe a market participant would use in pricing the asset or liability.

Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

Goodwill, intangible assets and long-lived assets

The values assigned to intangible assets include estimates and judgment regarding expectations for the length of customer relationships acquired in a business combination.

Included within intangible assets is an indefinite lived trade names intangible asset.

Indefinite lived intangible assets are tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Other purchased intangible assets are amortized over the useful lives based on estimates of the use of the economic benefit of the asset or on the straight-line amortization method.

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination and test for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that it may be impaired.

Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.

The factors that are considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors such as increases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows;

and other relevant entity-specific events and information.

If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value.

The fair values of the reporting units are estimated using market and discounted cash flow approaches.

The assumptions used in the market approach are based on the value of a business through an analysis of sales and other multiples of guideline companies and recent sales or offerings of a comparable entity.

The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, future economic conditions, and other relevant factors.

Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss.

No goodwill impairment has been identified for any of the years presented.

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We review the recoverability of our long-lived assets, such as definite-lived intangible assets, property and equipment and certain other assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable.

The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows, undiscounted and without interest charges, of the related operations.

If these cash flows are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value.

The asset and liability method is used in accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and laws that will be in effect when the difference is expected to reverse.

Tax on global low-taxed intangible income is accounted for as a current expense in the period in which the income is includable in a tax return using the “period cost” method.

Valuation allowances are provided against deferred tax assets that are not likely to be realized.

We recognize tax benefits from uncertain tax positions only if that tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes.

Our revenue is highly dependent on the end-market demand for IT products, and on our partners' strategic initiatives and business models.

This end-market demand is influenced by many factors including the introduction of new IT products and software by OEMs, replacement cycles for existing IT products, trends toward cloud computing, seasonality, overall economic growth and general business activity.

A difficult and challenging economic environment due to the continued impacts of increased inflation, rising interest rates and Russia's invasion of Ukraine, may also lead to consolidation or decline in the IT distribution industry and increased price-based competition.

Our systems design and integration solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market.

Our business includes operations in the Americas, Europe and APJ, so we are affected by demand for our products in those regions, and the weakening of local currencies relative to the U.S.

Dollar which occurred during fiscal year 2022 may continue to adversely affect the operating results of our Europe and APJ segments.

We continually seek to augment organic growth in our business with strategic acquisitions of businesses and assets that complement and expand our existing capabilities.

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Statements of Operations Data:

Revenue 100.00 % 100.00 %

Cost of revenue (93.74) % (94.02) %

Acquisition, integration and restructuring costs

Gross profit 6.26 % 5.98 %

Selling, general and administrative expenses (4.21) % (3.65) %

Acquisition, integration and restructuring costs (0.36) % (0.35) %

Operating income 1.69 % 1.97 %

Interest expense and finance charges, net (0.36) % (0.50) %

Other income (expense), net

Income from continuing operations before income taxes

Other (expense) income, net 0.00 % 0.00 %

Income before income taxes 1.33 % 1.48 %

Provision for income taxes (0.29) % (0.23) %

Income from continuing operations

Income from discontinued operations, net of taxes

The financial results of the former Concentrix business are presented as income from discontinued operations, net of taxes in the Consolidated Statement of Operations data.

Due to the ongoing impact of the COVID-19 pandemic, current results and financial condition discussed herein may not be indicative of future operating results and trends.

Net income 1.04 % 1.25 %

Certain non-GAAP financial information

In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including:

• Non-GAAP gross profit, which is gross profit, adjusted to exclude the portion of purchase accounting adjustments that affected cost of revenue.

• Non-GAAP gross margin, which is non-GAAP gross profit, as defined above, divided by revenue.

• Non-GAAP operating income, which is operating income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and purchase accounting adjustments.

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• Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue.

Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) which is net income before interest, taxes, depreciation and amortization, adjusted to exclude other income (expense), net, acquisition, integration and restructuring costs, share-based compensation expense, purchase accounting adjustments and income from discontinued operations, net of taxes.

Non-GAAP income from continuing operations, which is income from continuing operations, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments, contingent consideration, an acquisition-related contingent gain, income taxes related to the aforementioned items, as well as a capital loss carryback benefit .

Non-GAAP diluted earnings per common share (“EPS”) from continuing operations, which is diluted EPS from continuing operations excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments, contingent consideration, an acquisition-related contingent gain, income taxes related to the aforementioned items, as well as a capital loss carryback benefit .

• Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) which is net income before interest, taxes, depreciation and amortization, adjusted to exclude other (expense) income, net, acquisition, integration and restructuring costs, share-based compensation expense, and purchase accounting adjustments.

• Non-GAAP net income, which is net income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments, legal settlements and other litigation, net, income taxes related to the aforementioned items, as well as a capital loss carryback benefit .

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments, legal settlements and other litigation, net, income taxes related to the aforementioned items, as well as a capital loss carryback benefit .

Acquisition, integration and restructuring costs typically consist of acquisition, integration, restructuring and divestiture related costs and are expensed as incurred.

These expenses primarily represent professional services costs for legal, banking, consulting and advisory services, severance and other personnel related costs and debt extinguishment fees.

From time to time, this category may also include transaction-related gains/losses on divestitures/spin-off of businesses, as well as various other costs associated with the acquisition or divestiture.

Our acquisition activities have resulted in the recognition of definite-lived intangible assets which consist primarily of customer relationships and lists and vendor lists.

Definite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the carrying value may not be recoverable.

The amortization of intangible assets is reflected in our statements of operations.

These expenses primarily represent professional services costs for legal, banking, consulting and advisory services, severance and other personnel related costs, share-based compensation expense and debt extinguishment fees.

From time to time, this category may also include transaction-related gains/losses on divestitures/spin-off of businesses, costs related to long-lived assets including impairment charges and accelerated depreciation and amortization expense due to changes in asset useful lives, as well as various other costs associated with an acquisition or divestiture.

Our acquisition activities have resulted in the recognition of finite-lived intangible assets which consist primarily of customer relationships and vendor lists.

Finite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the carrying value may not be recoverable.

The amortization of intangible assets is reflected in our Consolidated Statements of Operations.

Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to the sale of our products.

Additionally, intangible asset amortization expense typically fluctuates based on the size and timing of our acquisition activity.

Accordingly, we believe excluding the amortization of intangible assets, along with the other non-GAAP adjustments which neither relate to the ordinary course of our business nor reflect our underlying business performance, enhances our and our investors’ ability to compare our past financial performance with its current performance and to analyze underlying business performance and trends.

Accordingly, we believe excluding the amortization of intangible assets, along with the other non-GAAP adjustments which neither relate to the ordinary course of our business nor reflect our underlying business performance, enhances our and our investors’ ability to compare our past financial performance with our current performance and to analyze underlying business performance and trends.

Intangible asset amortization excluded from the related non-GAAP financial measure represents the entire amount recorded within our GAAP financial statements, and the revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure.

Intangible asset amortization is excluded from the related non-GAAP financial measure because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised.

S hare-based compensation expense is a non-cash expense arising from the grant of equity awards to employees based on the estimated fair value of those awards.

S hare-based compensation expense is a non-cash expense arising from the grant of equity awards to employees and non-employee members of the Company's Board of Directors based on the estimated fair value of those awards.

Although share-based compensation is an important aspect of the compensation of our employees, the fair value of the share-based awards may bear little resemblance to the actual value realized upon the vesting or future exercise of the related share-based awards and the expense can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions.

Given the variety and timing of awards and the subjective assumptions that are necessary when calculating share-based compensation expense, we believe this additional information allows investors to make additional comparisons between our operating results from period to period.

Purchase accounting adjustments are primarily related to the impact of purchase accounting on the recognition of certain consideration received from vendors related to the Merger.

Purchase accounting adjustments are primarily related to the impact of recognizing the acquired vendor and customer liabilities from the Merger at fair value.

The Company expects the duration of these adjustments to benefit our non-GAAP operating income through a portion of fiscal 2023 based on historical settlement patterns with our vendors and in accordance with the timing defined in our policy for releasing vendor and customer liabilities we deem remote to be paid.

Legal settlements and other litigation, net includes a benefit recorded in other (expense) income, net during the fourth quarter of fiscal 2022 resulting from a decrease in our accrual for a legal matter in France.

For further discussion of this legal matter, please refer to Note 18 - Commitments and Contingencies to the Consolidated Financial Statements included in Part II, Item 8 of this report.

We believe that providing this additional information is useful to the reader to better assess and understand our base operating performance, especially when comparing results with previous periods and for planning and forecasting in future periods, primarily because management typically monitors the business adjusted for these items in addition to GAAP results.

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These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.

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Non-GAAP Financial Information:

Fiscal Years Ended November 30,

(in thousands, except per share amounts)

Gross Profit and Gross Margin - Consolidated (in thousands)

Revenue $ 62,343,810 $ 31,614,169

Gross profit $ 3,900,199 $ 1,889,534

Purchase accounting adjustments 96,128 23,476

Non-GAAP gross profit $ 3,996,327 $ 1,913,010

GAAP gross margin 6.26 % 5.98 %

Non-GAAP gross margin 6.41 % 6.05 %

Fiscal Years Ended November 30,

Operating Income and Operating Margin - Consolidated (in thousands)

Revenue $ 62,343,810 $ 31,614,169

Operating income $ 1,050,873 $ 623,218

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Non-GAAP operating income $ 1,724,039 $ 902,131

Operating margin

GAAP operating margin 1.69 % 1.97 %

Non-GAAP operating margin 2.77 % 2.85 %

Fiscal Years Ended November 30,

Operating Income and Operating Margin - Americas (in thousands)

Revenue $ 38,791,102 $ 23,317,274

Operating income $ 734,103 $ 497,964

Acquisition, integration and restructuring costs 137,055 80,181

Amortization of intangibles 175,371 72,434

Share-based compensation 29,717 33,078

Purchase accounting adjustments 65,117 16,095

Non-GAAP operating income $ 1,141,363 $ 699,752

GAAP operating margin 1.89 % 2.14 %

Non-GAAP operating margin 2.94 % 3.00 %

Fiscal Years Ended November 30,

Operating Income and Operating Margin - Europe (in thousands)

Revenue $ 20,289,211 $ 6,201,302

Operating income $ 227,249 $ 79,153

Acquisition, integration and restructuring costs 76,634 27,515

Amortization of intangibles 121,220 32,260

Share-based compensation 7,906 —

Purchase accounting adjustments 47,574 12,258

Non-GAAP operating income $ 480,583 $ 151,186

GAAP operating margin 1.12 % 1.28 %

Non-GAAP operating margin 2.37 % 2.44 %

Fiscal Years Ended November 30,

Operating Income and Operating Margin - APJ (in thousands)

Revenue $ 3,263,497 $ 2,095,593

Operating income $ 89,521 $ 46,100

Acquisition, integration and restructuring costs 8,630 4,454

Amortization of intangibles 2,571 638

Share-based compensation 1,371 —

Non-GAAP operating income $ 102,093 $ 51,192

GAAP operating margin 2.74 % 2.20 %

Non-GAAP operating margin 3.13 % 2.44 %

Fiscal Years Ended November 30,

Adjusted EBITDA - Consolidated (in thousands)

Net income $ 651,307 $ 395,069

Interest expense and finance charges, net 222,578 157,835

Provision for income taxes 175,823 71,416

Depreciation (1)

164,203 44,232

Amortization of intangibles 299,162 105,332

Other (income) expense, net

EBITDA $ 1,513,073 $ 773,884

Other expense (income), net 1,165 (1,102)

Acquisition, integration and restructuring costs 157,965 112,150

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Purchase accounting adjustments 112,691 28,353

Income from discontinued operations, net of taxes

Adjusted EBITDA $ 1,823,888 $ 946,363

Income from continuing operations

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(1) Includes depreciation recorded in acquisition, integration, and restructuring costs.

Fiscal Years Ended November 30,

Net Income- Consolidated (in thousands)

Net Income $ 651,307 $ 395,069

Acquisition, integration and restructuring costs 231,008 159,194

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Purchase accounting adjustments 112,691 28,353

Contingent consideration

Acquisition-related contingent gain

Income taxes related to the above

Legal settlements and other litigation, net (10,792) —

Income taxes related to above (166,129) (80,375)

Income tax capital loss carryback benefit (8,299) (44,968)

Non-GAAP income from continuing operations

Diluted EPS from continuing operations

Non-GAAP net income $ 1,147,942 $ 595,683

Fiscal Years Ended November 30,

Diluted Earnings Per Common Share (in thousands)

Diluted EPS $ 6.77 $ 6.24

Acquisition, integration and restructuring costs 2.40 2.51

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Purchase accounting adjustments 1.17 0.45

Contingent consideration

Acquisition-related contingent gain

Income taxes related to the above

Legal settlements and other litigation, net (0.11) —

Income taxes related to above (1.73) (1.27)

Income tax capital loss carryback benefit (0.09) (0.71)

Non-GAAP diluted EPS from continuing operations

Non-GAAP diluted EPS $ 11.94 $ 9.40

Fiscal Years Ended November 30, 2022 and 2021

Fiscal Years Ended November 30,

Percent Change

Fiscal Years Ended November 30, Percent Change

2022 2021 2022 to 2021

(in thousands)

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Revenue $ 62,343,810 $ 31,614,169 97.2 %

We distribute a comprehensive range of products for the technology industry and design and integrate data center equipment.

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Revenue increased in fiscal year 2022 compared to fiscal year 2021 primarily due to an increase in sales resulting from the Merger of approximately $28 billion, as well as broad-based demand for technology equipment.

Revenue increased in fiscal year 2020 compared to fiscal year 2019 primarily due to a demand for technology equipment as COVID-19 related government mandated shelter-in-place restrictions during the second, third and fourth quarters of fiscal year 2020 led to increased needs for remote work, learn and consume related solutions.

On a constant currency basis, revenue in our business increased by 4.8% during fiscal year 2020, compared to fiscal year 2019.

Fiscal Years Ended November 30,

Percent Change

Fiscal Years Ended November 30, Percent Change

2022 2021 2022 to 2021

(in thousands)

Gross profit $ 3,900,199 $ 1,889,534 106.4 %

Gross margin 6.26 % 5.98 %

Our gross margin is affected by a variety of factors, including competition, selling prices, mix of products, product costs along with rebate and discount programs from our suppliers, reserves or settlement adjustments, freight costs, inventory losses and fluctuations in revenue.

Our gross profit increased in fiscal year 2021, as compared to the prior fiscal year, primarily driven by an increase in sales as a result of the Merger.

Our gross profit increased in fiscal year 2020, as compared to the prior fiscal year, primarily driven by strong demand for technology products as COVID-19 related government mandated shelter-in-place restrictions during the second, third and fourth quarters of fiscal year 2020 led to a greater need for remote work, learn and consume related solutions.

This increase was partially offset by lower margins driven by product mix from our projects and integration-based server solutions.

Our gross profit increased in fiscal year 2022, as compared to the prior fiscal year, primarily driven by an increase in sales as a result of the Merger, as well as product and customer mix.

The increase in gross margin during fiscal year 2022, as compared to fiscal year 2021, is primarily due to product and customer mix.

Selling, General and Administrative Expenses

Fiscal Years Ended November 30, Percent Change

2022 2021 2022 to 2021

(in thousands)

Selling, general and administrative expenses $ 2,627,007 $ 1,154,166 127.6 %

Percentage of revenue 4.21 % 3.65 %

Our selling, general and administrative expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs.

Selling, general and administrative expenses also include cost of warehouses, delivery centers and other non-integration facilities, utility expenses, legal and professional fees, depreciation on certain of our capital equipment, bad debt expense, amortization of our intangible assets, and marketing expenses, offset in part by reimbursements from our OEM suppliers.

Selling, general and administrative expenses increased in fiscal year 2022, compared to fiscal year 2021, primarily due to an increase in personnel costs resulting from the Merger and an increase in amortization of intangible assets acquired in connection with the Merger.

Selling, general and administrative expenses increased as a percentage of revenue, compared to the prior year period, primarily due to the impact of the Merger including an increase in personnel costs and amortization of intangible assets.

Acquisition, Integration and Restructuring Costs

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

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

Professional services costs are primarily comprised of legal expenses and tax and other consulting services.

Personnel and other costs are primarily comprised of costs related to the settlement of c ertain outstanding long-term cash incentive awards for Tech Data upon closing of the Merger, retention and other bonuses, as well as severance costs.

Impairment of long-lived assets relates to a charge of $22.2 million recorded for the write-off of capitalized costs associated with Tech Data’s tdONE program in conjunction with the decision to consolidate certain IT systems.

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 stock units of TD SYNNEX (refer to Note 6 – Share-Based Compensation to the Consolidated Financial Statements for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

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”).

We 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.

Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses.

Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs, as well as costs related to the settlement of certain outstanding long-term cash incentive awards for Tech Data upon closing of the Merger.

Long-lived asset charges for fiscal year 2022 are primarily comprised of accelerated depreciation and amortization expense of $64.4 million due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, as well as impairment charges.

Long-lived asset charges for fiscal year 2021 represent an impairment charge of $22.2 million recorded for the write-off of capitalized costs associated with Tech Data’s tdONE program in conjunction with the decision to consolidate certain IT systems.

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 6 – Share-Based Compensation to the Consolidated Financial Statements for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

To date, acquisition and integration expenses related to the Merger were composed of the following:

Year Ended November 30,

Fiscal Years Ended November 30,

(in thousands)

1 unchanged sentence

Personnel and other costs 40,220 33,716

Impairment of long-lived assets

Long-lived assets charges 69,053 22,166

Stock-based compensation 52,171 20,113

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Total $ 190,796 $ 98,283

During fiscal 2022, acquisition and integration expenses related to the Merger increased, compared to the prior year period, due to the timing of the Merger as it was completed on September 1, 2021.

GBO 2 Program

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.

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.

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.

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

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

Acquisition, integration and restructuring costs under the GBO 2 Program for fiscal 2021 included the following:

Year Ended November 30,

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 years 2022 and 2021 in cluded the following:

Fiscal Years Ended November 30,

(in thousands)

Restructuring costs $ 21,872 $ 8,709

Other professional services costs

Restructuring costs under the GBO 2 Program for fiscal 2021 were composed of the following:

Year Ended November 30,

Other costs 9,652 5,158

Total $ 31,524 $ 13,867

Restructuring costs under the GBO 2 Program for fiscal 2022 and 2021 we re composed of the following:

Fiscal Years Ended November 30,

(in thousands)

Severance $ 7,445 $ 2,893

Other exit costs 14,427 5,816

During fiscal 2021, we recorded restructuring costs related to GBO 2 of $2.7 million, $5.7 million and $0.3 million, for the Americas, Europe and APJ regions, respectively.

The Separation

During the fiscal year ended November 30, 2020, we incurred $7.4 million in transaction costs related to the Separation of Concentrix.

Selling, General and Administrative Expenses

Total $ 21,872 $ 8,709

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

Fiscal Years Ended November 30,

Percent Change

(in thousands)

Selling, general and administrative expenses

Percentage of revenue

Our selling, general and administrative expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs.

Selling, general and administrative expenses increased in fiscal year 2021, compared to fiscal year 2020, primarily due to an increase in employee related expenses resulting from the Merger and an increase in amortization of intangible assets acquired in connection with the Merger.

S elling, general and administrative expenses increased as a percentage of revenue, compared to the prior year period, primarily due to the impact of the Merger.

Selling, general and administrative expenses increased in fiscal year 2020, compared to fiscal year 2019, primarily due to an increase in allowance for doubtful accounts and higher salaries and employee related expenses due to COVID-19.

Incremental costs related to COVID-19 were approximately $33 million for fiscal year 2020.

This increase was partially offset by a $3.7 million decrease in amortization of intangible assets.

Our selling, general and administrative expenses as a percentage of revenue in fiscal year 2020, was consistent with the prior fiscal year.

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Americas $ 5,666 $ 2,658

Europe 15,737 5,746

Total $ 21,872 $ 8,709

During fiscal 2022, restructuring costs under the GBO 2 Program increased, compared to the prior year period, due to the timing of the Merger as it was completed on September 1, 2021.

The GBO 2 Program was not applicable to the Consolidated Financial Statements prior to the Merger.

Operating Income

Fiscal Years Ended November 30,

Percent Change

Fiscal Years Ended November 30, Percent Change

2022 2021 2022 to 2021

(in thousands)

1 unchanged sentence

Operating margin 1.69 % 1.97 %

Operating income increased during fiscal year 2021, compared to the prior year, primarily due to increased sales as a result of the Merger, partially offset by an increase in employee related expenses resulting from the Merger, an increase in acquisition, integration and restructuring costs and an increase in amortization of intangible assets acquired in connection with the Merger.

Operating margin decreased due to an increase in employee related expenses resulting from the Merger, an increase in acquisition, integration and restructuring costs and an increase in amortization of intangible assets acquired in connection with the Merger.

Operating income increased during fiscal year 2020, compared to the prior year, primarily due to broad based growth, decreases in the amortization of intangible assets and transaction-related expenses.

These increases were offset by the impact of COVID-19 related incremental costs associated with allowances for doubtful accounts and higher salary and employee related costs.

Operating margin in our business decreased due to product mix.

Operating income increased during fiscal year 2022, compared to fiscal year 2021, primarily due to increased sales as a result of the Merger and an increase in gross margin primarily due to product and customer mix, partially offset by an increase in personnel costs resulting from the Merger, an increase in amortization of intangible assets acquired in connection with the Merger and an increase in acquisition, integration and restructuring costs.

Operating margin decreased due to an increase in personnel costs resulting from the Merger, an increase in amortization of intangible assets acquired in connection with the Merger and an increase in acquisition, integration and restructuring costs, partially offset by an increase in gross margin primarily due to product and customer mix.

Interest Expense and Finance Charges, Net

Fiscal Years Ended November 30,

Percent Change

Fiscal Years Ended November 30, Percent Change

2022 2021 2022 to 2021

(in thousands)

1 unchanged sentence

Percentage of revenue 0.36 % 0.50 %

Amounts recorded in interest expense and finance charges, net, consist primarily of interest expense paid on our Senior Notes (as defined below), our lines of credit and term loans and fees associated with the sale or pledge of accounts receivable through our securitization facilities, offset by income earned on our cash investments.

The increase in our interest expense and finance charges net, during the fiscal year 2021, compared to the prior year, was due to approximately $47 million of acquisition and integration related financing costs primarily related to a commitment for a bridge loan facility obtained in March 2021 which was terminated in conjunction with the Merger and an increase in interest expense related to the issuance of our Senior Notes and higher average outstanding borrowings.

The increase in our interest expense and finance charges net, during the fiscal year 2020, compared to the prior year, was primarily due to increased financing activities related to growth in the business and the planned Separation of Concentrix.

Other Income (Expense), Net

Fiscal Years Ended November 30,

Percent Change

Amounts recorded in interest expense and finance charges, net, consist primarily of interest expense paid on our Senior Notes, our lines of credit, our term loans and our accounts receivable securitization facilities, and fees associated with the sale of accounts receivable, partially offset by income earned on our cash investments.

Additionally, interest expense during fiscal year 2021 included approximately $47 million of acquisition and integration related financing costs primarily related to a commitment for a bridge loan facility obtained in March 2021 which was terminated as the permanent financing sources for the Merger were obtained or entered into.

The increase in our interest expense and finance charges net, during fiscal year 2022, compared to fiscal year 2021, was primarily due to an increase in interest expense from higher average outstanding borrowings as well as higher average interest rates, and increased costs associated with the sale of accounts receivable due to higher discount fees and higher volume of accounts receivable sold, partially offset by the $47 million of acquisition and integration related financing costs in fiscal year 2021.

Other (Expense) Income, Net

Fiscal Years Ended November 30, Percent Change

2022 2021 2022 to 2021

(in thousands)

Other income (expense), net

Other (expense) income, net $ (1,165) $ 1,102 (205.7) %

Percentage of revenue 0.00 % 0.00 %

Amounts recorded as other income (expense), net include certain foreign currency transaction gains and losses, investment gains and losses, debt extinguishment gains and losses, and other non-operating gains and losses, such as settlements received from class actions lawsuits and realization of contingent assets.

Other income (expense), net increased during the fiscal year ended November 30, 2021, compared to the prior year, primarily due to a gain on sale of investment.

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Other income (expense), net decreased during the fiscal year ended November 30, 2020, compared to the prior year, primarily due to a gain of $19.0 million upon the settlement of contingent consideration related to our acquisition of Westcon-Comstor Americas in an earlier year and a gain of $11.1 million recorded upon realization of contingent sales-tax assets related to the Westcon-Comstor Americas acquisition recorded in fiscal year 2019.

In addition, other income (expense), net in fiscal year 2020 decreased compared to the prior year due to the write-off of $2.2 million of deferred financing costs associated with the $1.2 billion partial prepayment of our term loans on November 30, 2020 in preparation of the Separation on December 1, 2020.

Amounts recorded as other (expense) income, net include certain foreign currency transaction gains and losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions, the cost of hedging, investment gains and losses, and other non-operating gains and losses, such as settlements received from class action lawsuits.

Other (expense) income, net increased during fiscal year 2022, compared to fiscal year 2021, primarily due to increased costs for foreign exchange hedges coupled with an expanded program and a gain on sale of an investment in the prior year, partially offset by a decrease in our accrual during fiscal year 2022 for a legal matter in France of $10.8 million.

For further discussion of this legal matter, please refer to Note 18 - Commitments and Contingencies to the Consolidated Financial Statements included in Part II, Item 8 of this Report.

Provision for Income Taxes

Fiscal Years Ended November 30,

Percent Change

Fiscal Years Ended November 30, Percent Change

2022 2021 2022 to 2021

(in thousands)

2 unchanged sentences

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

Our income tax expense increased during the fiscal year ended November 30, 2022, as compared to the prior year, due to the increase in income before income taxes, as well as a lower capital loss carryback benefit.

The effective tax rate for fiscal year 2022 was higher when compared to the prior year primarily due to the lower capital loss carryback benefit, partially offset by the impact of the relative mix of earnings and losses within the taxing jurisdictions in which we operate.

In connection with the Merger, the Company restructured its foreign financing structure, as well as select legal entities in anticipation of legally integrating legacy Tech Data and SYNNEX foreign operations.

In addition to the treasury efficiencies, these restructurings resulted in a one-time domestic capital loss which would offset certain domestic capital gains when carried back under United States tax law to tax year 2020, resulting in a tax benefit of approximately $45 million.

Our income tax expense decreased during the fiscal year ended November 30, 2021, as compared to the prior year, due to the capital loss carryback benefit, partially offset by an increase in income from continuing operations before income taxes.

The effective tax rate for fiscal year 2021 was lower when compared to the prior year due to the capital loss carryback benefit.

Our income tax expense decreased during the fiscal year ended November 30, 2020, as compared to the prior year, due to the decrease in our effective tax rate.

The effective tax rate for fiscal year 2020 was lower compared to the prior year, due to the benefit from the exercise of employee stock options and the reversal of a reserve for uncertain tax positions.

The comparative decrease in the effective tax rate for fiscal year 2020 was partially offset by the favorable impact of a nontaxable contingent consideration gain recorded in the prior year period related to the fiscal year 2017 Westcon-Comstor Americas acquisition.

Discontinued Operations

Fiscal Years Ended November 30,

Percent Change

(in thousands)

Income from discontinued operations, net of taxes

Percentage of revenue

Income from discontinued operations includes net income from Concentrix during the fiscal years ended November 30, 2020 and 2019, prior to the Separation on December 1, 2020.

See Note 5 - Discontinued Operations of the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further details.

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In fiscal year 2022, we recorded additional tax benefits of $8.3 million related to the capital loss carryback.

Liquidity and Capital Resources

1 unchanged sentence

Three Months Ended

2022 November 30,

(Amounts in thousands)

Days sales outstanding ("DSO")

Accounts receivable, net

Days sales outstanding

Revenue (a) $ 16,247,957 $ 15,611,266

Accounts receivable, net (b) 9,420,999 8,310,032

Days sales outstanding (c) = ((b)/(a))*the

number of days

1 unchanged sentence

Days inventory outstanding ("DIO")

Cost of revenue

Days inventory outstanding

(f) = ((e)/(d))*the

Cost of revenue (d) $ 15,188,238 $ 14,668,096

Inventories (e) 9,066,620 6,642,915

Days inventory outstanding (f) = ((e)/(d))*the

number of days

1 unchanged sentence

Days payable outstanding ("DPO")

Cost of revenue

Accounts payable

Days payable outstanding

(i) = ((h)/(g))*the

Cost of revenue (g) $ 15,188,238 $ 14,668,096

Accounts payable (h) 13,988,980 12,034,946

Days payable outstanding (i) = ((h)/(g))*the

number of days

during the period

Cash conversion cycle ("CCC")

(j) = (c)+(f)-(i)

Cash conversion cycle ("CCC") (j) = (c)+(f)-(i) 23 14

Our business is working capital intensive.

Our working capital needs are primarily to finance accounts receivable and inventory.

We rely heavily on term loans, accounts receivable arrangements, our securitization programs, our revolver programs and trade credit from vendors for our working capital needs.

We rely heavily on term loans, sales of accounts receivable, our securitization programs, our revolver programs and trade credit from vendors for our working capital needs.

We have financed our growth and cash needs to date primarily through cash generated from operations and financing activities.

2 unchanged sentences

We calculate CCC as days of the last fiscal quarter’s revenue outstanding in accounts receivable plus days of supply on hand in inventory, less days of the last fiscal quarter’s cost of revenue outstanding in accounts payable.

Our CCC was 14 days, 25 days and 41 days at the end of fiscal years 2021, 2020 and 2019, respectively.

The decrease in fiscal year 2021, compared to fiscal year 2020, was primarily due to our DPO, which was impacted by the timing of payments of accounts payable in our business including the impact of the Merger.

The decrease in fiscal year 2020, compared to fiscal year 2019, was primarily due to efficient collections of accounts receivable and faster turnover of our inventories in the Company and the timing of payments of accounts payable in our business.

Our CCC was 23 days and 14 days at the end of fiscal years 2022 and 2021, respectively.

The increase in fiscal year 2022, compared to fiscal year 2021, was primarily due to our DIO, which was impacted by an increase in inventory to support growth in our business and supply chain constraints, partially offset by a corresponding increase in our DPO.

To increase our market share and better serve our customers, we may further expand our operations through investments or acquisitions.

1 unchanged sentence

These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities.

Our Consolidated Statements of Cash Flows include both continuing and discontinued operations.

See Note 5 – Discontinued Operations of the Consolidated Financial Statements for further details.

Operating Activities

Net cash used in operating activities was $49.6 million during fiscal year 2022, primarily due to an increase in inventories and accounts receivable driven by growth in our business, partially offset by an increase in accounts payable due to timing of payments and increased net income.

Net cash provided by operating activities was $809.8 million during fiscal year 2021, primarily due to net income and an increase in accounts payable due to the timing of payments, including the impact of the Merger.

These cash inflows were partially offset by an increase in inventory and accounts receivable driven by growth in our business, including the impact of the Merger.

Net cash provided by operating activities was $1.834 billion during fiscal year 2020, primarily due to net income and cash inflows from an increase in accounts payable and changes in other operating assets and liabilities primarily reflecting efficient

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working capital management in our business, and a decrease in DSO in our business of approximately 9 days from the end of fiscal year 2019 largely due to the impact of COVID-19.

These items were partially offset by an increase in inventories driven by growth in our larger projects and integration-based server solutions.

Net cash provided by operating activities was $550 million during fiscal year 2019, primarily due to net income, an increase in accounts payable and a net change in other operating assets and liabilities.

These cash inflows were partially offset by an increase in accounts receivable and receivables from vendors, and an increase in inventories.

The increase in accounts receivable, including receivables from vendors, inventories and accounts payable was driven by growth in our business.

The significant components of our investing and financing cash flow activities are listed below.

Investing Activities

$907.1 million in net cash paid related to the Merger.

• $117.0 million related to infrastructure investments.

$198.0 million related to infrastructure investments.

$5.6 million of cash paid related to the settlement of employee stock-based awards assumed under the Convergys acquisition, being paid in accordance with the original vesting schedule.

• $907.1 million in net cash paid related to the Merger.

• $54.9 million related to infrastructure investments.

$9.4 million of cash paid related to the settlement of employee stock-based awards assumed under the Convergys acquisition.

Financing Activities

• Dividends of $114.9 million paid.

• Share repurchases under the share repurchase program of $125.0 million.

• Net repayments of borrowings of $32.1 million.

• Proceeds of $2.5 billion for issuance of Senior Notes to finance the Merger.

• Repayment of approximately $2.6 billion of debt of Tech Data paid off substantially concurrent with the closing of the Merger.

$149.9 million net transfer of cash and cash equivalents to Concentrix in connection with the Separation.

• $149.9 million net transfer of cash and cash equivalents to Concentrix Corporation in connection with the Separation.

• Dividends of $50.3 million paid.

• Debt issuance costs of $42.3 million paid.

Net repayments of $262.6 million under our borrowing arrangements.

Dividends of $20.8 million paid.

Net repayments of $521.4 million under our borrowing arrangements.

$76.6 million of dividend payments.

$15.2 million of repurchases of our common stock.

$14.0 million in cash was used to pay contingent consideration related to our Westcon-Comstor Americas acquisition.

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We believe our current cash balances, cash flows from operations and credit availability are sufficient to support our operating activities for at least the next twelve months.

Capital Resources

Our cash and cash equivalents totaled $994.0 million and $1.4 billion as of November 30, 2021 and 2020, respectively.

Our cash and cash equivalents totaled $522.6 million and $994.0 million as of November 30, 2022 and 2021, respectively.

Our cash and cash equivalents held by international subsidiaries are no longer subject to U.S.

6 unchanged sentences

We also believe that our longer-term working capital, planned capital expenditures, anticipated stock repurchases, dividend payments and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.

Historically, we have renewed our accounts receivable securitization program and our parent company credit facilities on, or prior to, their respective expiration dates.

We have no reason to believe that these and other arrangements will not be renewed or replaced as we continue to be in good credit standing with the participating financial institutions.

We have had similar borrowing arrangements with various financial institutions throughout our years as a public company.

On-Balance Sheet Arrangements

TD SYNNEX United States accounts receivable securitization agreement

Credit Facilities and Borrowings

In the United States, we have an accounts receivable securitization program to provide additional capital for our operations (the "U.S.

AR Arrangement").

U nder the terms of the U.S.

AR Arrangement, that, prior to the December 2021 amendment described below, was scheduled to expire in May 2022, our subsidiary that is the borrower under this facility could borrow up to a maximum of $650 million based upon eligible trade accounts receivable.

The effective borrowing cost under the U.S.

AR Arrangement was a blended rate based upon the composition of the lenders, that included prevailing dealer commercial paper rates and a rate based upon LIBOR.

In addition, a program fee payable on the used portion of the lenders’ commitment, accrued at 1.25% per annum in the case of lender groups who funded their advances based on prevailing commercial paper rates, and 1.30% per annum in the case of lender groups who funded their advances based on LIBOR (subject to a 0.50% per annum floor).

A facility fee was payable on the adjusted commitment of the lenders, to accrue at different tiers ranging between 0.35% per annum and 0.45% per annum depending on the amount of outstanding advances from time to time.

Under the terms of the U.S.

AR Arrangement, we and certain of our U.S.

subsidiaries sell, on a revolving basis, our receivables to a wholly-owned, bankruptcy-remote subsidiary.

The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by our bankruptcy-remote subsidiary as security.

Any amounts received under the U.S.

AR Arrangement are recorded as debt on our Consolidated Balance Sheets.

On December 22, 2021, we and our subsidiaries that are party to the U.S.

AR Arrangement amended the U.S.

AR Arrangement to extend the maturity date to December 2024 and increase the lending commitment to $1.5 billion.

Further, the effective borrowing cost under the U.S.

AR Arrangement was also modified through adjustments to the (i) program fee payable on the used portion of the lenders’ commitment, which now accrues at 0.75% per annum and (ii) facility fee payable on the adjusted commitment of the lenders, which now accrues at different tiers ranging between 0.30% per annum and 0.40% per annum depending on the amount of outstanding advances from time to time.

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SYNNEX United States credit agreement

Prior to the Merger, in the United States, we had a senior secured credit agreement (as amended, the "U.S.

Credit Agreement") with a group of financial institutions.

Credit Agreement included a $600 million commitment for a revolving credit facility and a term loan in the original principal amount of $1.2 billion.

Interest on borrowings under the U.S.

Credit Agreement was based on LIBOR or a base rate at our option, plus a margin.

The margin for LIBOR loans ranged from 1.25% to 2.00% and the margin for base rate loans ranged from 0.25% to 1.00%, provided that LIBOR was not less than zero.

The base rate was a variable rate which was the highest of (a) the Federal Funds Rate, plus a margin of 0.5%, (b) the rate of interest announced, from time to time, by the agent, Bank of America, N.A., as its “prime rate,” and (c) the Eurodollar Rate, plus 1.0%.

The unused revolving credit facility commitment fee ranged from 0.175% to 0.30% per annum.

The margins above the applicable interest rates and the revolving commitment fee for revolving loans were based on our consolidated leverage ratio, as calculated under the U.S.

Credit Agreement.

Our obligations under the U.S.

Credit Agreement were secured by substantially all of the parent company’s and our United States domestic subsidiaries’ assets on a pari passu basis with the interests of the lenders under the U.S.

Term Loan Credit Agreement (defined below) pursuant to an intercreditor agreement and were guaranteed by certain of our United States domestic subsidiaries.

Credit Agreement was originally scheduled to mature in September 2022, however the U.S.

Credit Agreement was terminated on September 1, 2021 and all outstanding balances were repaid in full as part of the Merger (see Note 3 – Acquisitions for further discussion).

SYNNEX United States term loan credit agreement

Prior to the Merger, in the United States we had a senior secured term loan credit agreement (the “U.S.

Term Loan Credit Agreement”) with a group of financial institutions in the original principal amount of $1.8 billion.

The remaining outstanding principal was payable on maturity.

Interest on borrowings under the U.S.

Term Loan Credit Agreement were based on LIBOR or a base rate at our option, plus a margin.

The margin for LIBOR loans ranged from 1.25% to 1.75% and the margin for base rate loans ranged from 0.25% to 0.75%, provided that LIBOR was not less than zero.

The base rate was a variable rate which was the highest of (a) 0.5% plus the greater of (x) the Federal Funds Rate in effect on such day and (y) the overnight bank funding rate in effect on such day, (b) the Eurodollar Rate plus 1.0% per annum, and (c) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.

During the period in which the term loans were available to be drawn, we paid term loan commitment fees.

The margins above our applicable interest rates and the term loan commitment fee were based on our consolidated leverage ratio as calculated under the U.S.

Term Loan Credit Agreement.

Our obligations under the U.S.

Term Loan Credit Agreement were secured by substantially all of our and certain of our domestic subsidiaries’ assets on a pari passu basis with the interests of the lenders under the U.S.

Credit Agreement pursuant to an intercreditor agreement, and were guaranteed by certain of our domestic subsidiaries.

Term Loan Credit Agreement was originally scheduled to mature in October 2023, however the U.S.

Term Loan Credit Agreement was terminated on September 1, 2021 and all outstanding balances were repaid in full as part of the Merger (see Note 3 – Acquisitions for further discussion).

TD SYNNEX credit agreement

In connection with the Merger Agreement, we entered into 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 we 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 our request but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $500 million.

The TD SYNNEX Credit Agreement also includes a senior unsecured term loan (the “TD SYNNEX term loan” and, together with the TD SYNNEX revolving credit facility, the “TD SYNNEX credit facilities”) in an aggregate principal amount of $1.5 billion, that was fully funded in connection with the closing of the Merger.

The borrower under the TD SYNNEX credit facilities is the Company.

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, subject in the case of the revolving credit facility, to two one-year extensions upon our 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 commencing on the last day of the first full fiscal quarter after the closing date of the TD SYNNEX credit facilities, with the outstanding principal amount of the term loans due in full on the maturity date.

Loans borrowed under the TD SYNNEX Credit Agreement bear interest, in the case of LIBOR (or successor) rate loans, at a per annum rate equal to the applicable LIBOR (or successor) rate, plus the applicable margin, which may range from 1.125% to 1.75%, based on our public debt rating (as defined in the TD SYNNEX Credit Agreement).

The applicable margin on base rate loans is 1.00% less than the corresponding margin on LIBOR (or successor rate) based loans.

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

As of November 30, 2021, the effective interest rate for the term loan was 1.49%.

The TD SYNNEX Credit Agreement contains various loan covenants that are customary for similar facilities for similarly rated borrowers that restrict our ability to take certain actions.

The TD SYNNEX Credit Agreement also contains financial covenants that require compliance with a maximum debt to EBITDA ratio and a minimum interest coverage ratio, in each case tested on the last day of each fiscal quarter commencing with the first full fiscal quarter to occur after the closing date of the TD SYNNEX credit facilities.

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The TD SYNNEX Credit Agreement also contains various customary events of default, including with respect to a change of control of the Company .

On March 22, 2021, we had entered into a debt commitment letter (the “Commitment Letter”), under which Citigroup Global Markets Inc.

and certain other financing institutions joining thereto pursuant to the terms thereof committed to provide (i) a $1.5 billion senior unsecured term bridge facility (the "Term Loan A Bridge Facility"), (ii) a $2.5 billion senior unsecured term bridge facility (the “Bridge Facility”) and (iii) a $3.5 billion senior unsecured revolving bridge facility (the "Bridge Revolving Facility"), subject to the satisfaction of certain customary closing conditions.

On April 16, 2021, (i) the $1.5 billion commitment with respect to the Term Loan A Bridge Facility under the Commitment Letter and (ii) the $3.5 billion commitment with respect to the Bridge Revolving Facility under the Commitment Letter were reduced to zero, in each case, as a result of us entering into the TD SYNNEX Credit Agreement;

and on August 9, 2021 the Bridge Facility was reduced to zero as a result of the issuance of the TD SYNNEX Senior Notes described below.

TD SYNNEX Senior Notes

On August 9, 2021, we completed our offering of $2.5 billion aggregate principal amount of senior unsecured notes, consisting of $700.0 million of 1.25% senior notes due 2024, $700.0 million of 1.75% senior notes due 2026, $600.0 million of 2.375% senior notes due 2028, and $500.0 million of 2.65% senior notes due 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

We incurred $19.6 million towards issuance costs for the Senior Notes.

We will pay interest semi-annually on the notes on each of February 9 and August 9, beginning February 9, 2022.

The net proceeds from this offering were used to fund a portion of the aggregate cash consideration payable in connection with the Merger, refinance certain of our existing indebtedness and pay related fees and expenses and for general corporate purposes.

The interest rate payable on each series of the Senior Notes will be subject to adjustment from time to time if the credit rating assigned to such series of Senior Notes is downgraded (or downgraded and subsequently upgraded).

We may redeem the Senior Notes, at any time in whole or from time to time in part, prior to (i) August 9, 2022 (the “2024 Par Call Date”) in the case of the 2024 Senior Notes, (ii) July 9, 2026 (the “2026 Par Call Date”) in the case of the 2026 Senior Notes, (iii) June 9, 2028 (the “2028 Par Call Date”) in the case of the 2028 Senior Notes, and (iv) May 9, 2031 in the case of the 2031 Senior Notes (the “2031 Par Call Date” and, together with the 2024 Par Call Date, the 2026 Par Call Date and the 2028 Par Call Date, each, a “Par Call Date” and together, the “Par Call Dates”), at a redemption price equal to the greater of (x) 100% of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable treasury rate plus 15 basis points for the 2024 Senior Notes, 20 basis points for the 2026 Senior Notes and 25 basis points for the 2028 Senior Notes and 2031 Senior Notes, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.

We may also redeem the Senior Notes of any series at our 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

We have various other committed and uncommitted lines of credit with financial institutions at certain locations outside the United States, accounts receivable securitization arrangements, factoring of accounts receivable with recourse provisions, capital leases, a building mortgage, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $635.5 million in borrowing capacity as of November 30, 2021.

Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal.

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

AR Arrangement, we and our 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.

AR Arrangement has a maturity date of December 2024.

We are also party to a credit agreement, dated as of April 16, 2021 (the "TD SYNNEX Credit Agreement"), pursuant to which we 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 our request but subject to the lenders' discretion, potentially be increased by up to an aggregate amount of $500.0 million.

The TD SYNNEX Credit Agreement also includes a $1.5 billion term loan facility that was fully funded in connection with the Merger.

The TD SYNNEX Credit Agreement has a maturity date of September 2026, in the case of the TD SYNNEX revolving credit facility, subject to two one-year extensions upon our prior notice to the lenders and the agreement of the lenders to extend such maturity date.

The outstanding amount of our borrowings under the U.S.

AR Arrangement and the TD SYNNEX revolving credit facility may fluctuate in response to changes in our working capital and other liquidity requirements.

There were no amounts outstanding under the U.S.

AR Arrangement and the TD SYNNEX revolving credit facility at November 30, 2022 and 2021.

We have 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 $574.9 million in borrowing capacity as of November 30, 2022.

Our borrowings on these facilities vary within the period primarily based on changes in our working capital.

There was $193.1 million outstanding on these facilities at November 30, 2022, at a weighted average interest rate of 4.69%, and there was $106.3 million outstanding at November 30, 2021, at a weighted average interest rate of 4.59%.

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

At November 30, 2021, we were also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $104.7 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 November 30, 2021 exchange rates.

Off-Balance Sheet Arrangements

We have financing programs under which trade accounts receivable owed by certain customers may be sold to financial institutions.

Historically, we have renewed our accounts receivable securitization program and our parent company credit facilities on, or prior to, their respective expiration dates.

We have no reason to believe that these and other arrangements will not be renewed or replaced as we continue to be in good credit standing with the participating financial institutions.

We have had similar borrowing arrangements with various financial institutions throughout our years as a public company.

Our credit facilities have a number of covenants and restrictions that require us to maintain specified financial ratios.

They also limit our (or our subsidiaries', as applicable) ability to incur additional debt or liens, enter into agreements with affiliates, modify the nature of our business, and merge or consolidate.

As of November 30, 2022, we were in compliance with the financial covenant requirements for the above arrangements.

We had total outstanding borrowings of approximately $4.1 billion as of November 30, 2022 and 2021.

Our outstanding borrowings include Senior Notes of $2.5 billion at November 30, 2022 and 2021, and term loans under the term loan facility of the TD SYNNEX Credit Agreement of $1.4 billion and $1.5 billion at November 30, 2022 and 2021, respectively.

For additional information on our borrowings, see Note 11 - Borrowings to the Consolidated Financial Statements included in Part II, Item 8 of this Report.

Accounts Receivable Purchase Agreements

We have uncommitted supply-chain financing programs under which trade accounts receivable owed by certain customers may be acquired, without recourse, by certain financial institutions.

Available capacity under these programs is dependent upon the level of our trade accounts receivable eligible to be sold into these programs and the financial institutions’ willingness to purchase such receivables.

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

At November 30, 2021 and 2020, we had a total of $759.9 million and $21.4 million, respectively, of trade accounts receivable sold to and held by the financial institutions under

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these programs.

Discount fees for these programs in the year s ended November 30, 2021, 2020 and 2019 totaled $4.7 million , $3.2 million and $2.3 million , respectively.

Covenant Compliance

Our credit facilities have a number of covenants and restrictions that require us to maintain specified financial ratios.

They also limit our ability to incur additional debt, create liens, enter into agreements with affiliates, modify the nature of our business, and merge or consolidate.

As of November 30, 2021, we were in compliance with all current and material covenants for the above arrangements.

At November 30, 2022 and 2021, we had a total of $1.4 billion and $759.9 million, respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

Discount fees for these programs in the years ended November 30, 2022 and 2021 totaled $26.2 million and $4.7 million, respectively.

Contractual Obligations

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As we do not have access to information regarding the amount of inventory purchased from us still on hand with the customer at any point in time, our repurchase obligations relating to inventory cannot be reasonably estimated.

For more information on our third-party revolving short-term financing arrangements, see Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements included in Part II, Item 8 of this Report.

Critical Accounting Policies and Estimates

The discussions and analysis of our consolidated financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in conformity with GAAP.

On an ongoing basis, we review and evaluate our estimates and assumptions.

Actual results could differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies involve the more significant judgments, estimates and/or assumptions used in the preparation of our Consolidated Financial Statements.

Revenue Recognition.

We generate revenue primarily from the sale of various IT products.

We recognize revenues from the sale of IT hardware and software as control is transferred to customers, which is at the point in time when the product is shipped or delivered.

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

Revenue is presented net of taxes collected from customers and remitted to government authorities.

We generally invoice a customer upon shipment, or in accordance with specific contractual provisions.

Payments are due as per contract terms and do not contain a significant financing component.

Service revenues represents less than 10% of the total revenue for the periods presented.

Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue.

These provisions are reviewed and adjusted periodically.

Such arrangements include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts and extended warranty contracts.

We consider shipping and handling activities as costs to fulfill the sale of products.

Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue.

Business Combinations.

Fair value estimates are based on the assumptions we believe a market participant would use in pricing the asset or liability.

Amounts recorded in a business combination may change during the

measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

Goodwill, intangible assets and long-lived assets

The values assigned to intangible assets include estimates and judgment regarding expectations for the length of customer relationships acquired in a business combination.

Included within intangible assets is an indefinite lived trade name intangible asset.

Our indefinite lived trade name intangible asset is considered a single unit of accounting and is tested for impairment at the consolidated level annually as of September 1, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

No impairment of our indefinite lived trade name intangible asset has been identified for any of the periods presented.

Other purchased intangible assets are amortized over the useful lives based on estimates of the use of the economic benefit of the asset or on the straight-line amortization method.

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination and test for impairment annually as of September 1, or more frequently if events or changes in circumstances indicate that it may be impaired.

and other relevant entity-specific events and information.

We also have the option to bypass the qualitative assessment for any reporting unit in any period.

If the reporting unit does not pass or we choose to bypass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value.

The fair values of the reporting units are estimated using market and discounted cash flow approaches.

The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, working capital requirements, future economic conditions, discount rates, and other relevant factors.

The assumptions used in the market and discounted cash flow approaches include inherent uncertainty and actual results could differ from these estimates.

Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss.

We performed our annual goodwill impairment test as of September 1, 2022 and chose to bypass the qualitative assessment for all reporting units and proceed directly to the quantitative assessment, which indicated that the estimated fair values of our Europe and APJ reporting units exceeded their carrying values by approximately 6% and 9%, respectively.

The goodwill allocated to our Europe and APJ reporting units as of November 30, 2022 was approximately $1.3 billion and $74.8 million, respectively.

If actual results in our Europe or APJ reporting units are substantially lower than the projections used in our valuation methodology, if market discount rates substantially increase or our market capitalization substantially decreases, our future valuations could be adversely affected, potentially resulting in a future impairment.

We review the recoverability of our long-lived assets, such as finite-lived intangible assets, property and equipment and certain other assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable.

If these cash flows are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value.

The asset and liability method is used in accounting for income taxes.

Tax on global low-taxed intangible income is accounted for as a current expense in the period in which the income is included in a tax return using the “period cost” method.

Valuation allowances are provided against deferred tax assets that are not likely to be realized.

The tax benefits

recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes.

Related Party Transactions

We have a business relationship with MiTAC Holdings, a publicly-traded company in Taiwan, which began in 1992 when MiTAC Holdings became our primary investor through its affiliates.

As of November 30, 2021 and 2020, MiTAC Holdings and its affiliates beneficially owned approximately 9.5% and 18% of our outstanding common stock, respectively.

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

The shares owned by MiTAC Holdings are held by the following entities:

As of November 30, 2021

(shares in thousands)

MiTAC Holdings (1)

Synnex Technology International Corp.

Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings.

Excludes 192 shares held directly by Mr.

Miau, 217 shares indirectly held by Mr.

Miau through a charitable remainder trust, and 190 shares held by his spouse.

Synnex Technology International Corp.

(“Synnex Technology International”) is a separate entity from us and is a publicly-traded corporation in Taiwan.

Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International.

MiTAC Holdings owns a noncontrolling interest of 14.1% in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of 15.7% in Synnex Technology International.

Neither MiTAC Holdings nor Mr.

Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.

We purchased inventories and services from MiTAC Holdings and its affiliates totaling $199.7 million, $211.9 million and $173.4 million during fiscal years 2021, 2020 and 2019, respectively.

Our sales to MiTAC Holdings and its affiliates during fiscal years 2021, 2020 and 2019 totaled $0.6 million, $0.8 million and $0.8 million, respectively.

In addition, we made payments of $0.2 million, $0.1 million and $41 thousand to MiTAC Holdings and its affiliates for reimbursement of rent and overhead costs for facilities used by us during the fiscal years ended November 30, 2021, 2020 and 2019, respectively.

Our business relationship with MiTAC Holdings and its affiliates has been informal and is generally not governed by long-term commitments or arrangements with respect to pricing terms, revenue or capacity commitments.

We negotiate pricing and other material terms on a case-by-case basis with MiTAC Holdings.

We have adopted a policy requiring that material transactions with MiTAC Holdings or its related parties be approved by our Audit Committee, which is composed solely of independent directors.

In addition, Mr.

Miau’s compensation is approved by the Nominating and Corporate Governance Committee, which is also composed solely of independent directors.

Synnex Technology International is a publicly-traded corporation in Taiwan that currently provides distribution and fulfillment services to various markets in Asia and Australia, and is also our competitor.

MiTAC Holdings and its affiliates are not restricted from competing with us.

For a summary of related party transactions, see Note 1 4 - Related Party Transactions to the Consolidated Financial Statements included in Part II, Item 8 of this Report.

Recently Issued Accounting Pronouncements

For a summary of recent accounting pronouncements and the anticipated effects on our consolidated financial statements see Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements, which can be found under Item 8 of this Report.

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Item 7. Management’s Discussion and Analysis