What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-03 compared with 2024-04-04 · 180 added, 216 removed, 505 unchanged (44% of the section changed)

3 unchanged sentences

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

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

Current assets:

23 unchanged sentences

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

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of February 29, 2024 and November 30, 2023

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both May 31, 2024 and November 30, 2023

Additional paid-in capital 7,446,829 7,435,274

Treasury stock, 12,171 and 10,343 shares as of February 29, 2024 and November 30, 2023, respectively

Treasury stock, 14,348 and 10,343 shares as of May 31, 2024 and November 30, 2023, respectively

( 1,388,845 ) ( 949,714 )

8 unchanged sentences

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

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

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

Revenue $ 13,947,908 $ 14,062,124 $ 27,923,161 $ 29,187,495

20 unchanged sentences

(currency in thousands)

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

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

Net income $ 143,605 $ 133,087 $ 315,733 $ 300,107

Other comprehensive (loss) income:

Unrealized gains on cash flow hedges during the period, net of tax expense of $ 0 and ($ 289 ) for the three months ended February 29, 2024 and February 28, 2023, respectively

Reclassification of net (gains) on cash flow hedges to net income, net of tax expense of $ 0 and $ 285 for the three months ended February 29, 2024 and February 28, 2023, respectively

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

Foreign currency translation adjustments and other, net of tax (expense) benefit of ($ 1,348 ) and $ 1,919 for the three months ended February 29, 2024 and February 28, 2023, respectively

Unrealized (losses) gains on cash flow hedges during the period, net of tax benefit (expense) of $ 0 and $ 53 for the three months ended May 31, 2024 and 2023, respectively, and $ 0 and $( 235 ) for the six months ended May 31, 2024 and 2023, respectively

— ( 164 ) — 702

Reclassification of net (gains) on cash flow hedges to net income, net of tax expense of $ 0 and $ 602 for the three months ended May 31, 2024 and 2023, respectively, and $ 0 and $ 886 for the six months ended May 31, 2024 and 2023, respectively

— ( 1,843 ) — ( 2,697 )

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

— ( 2,007 ) — ( 1,995 )

Foreign currency translation adjustments and other, net of tax benefit (expense) of $ 690 and $ 1,629 for the three months ended May 31, 2024 and May 31, 2023, respectively, and $( 658 ) and $ 3,548 for the six months ended May 31, 2024 and 2023, respectively

( 13,212 ) 62,610 ( 45,036 ) 146,699

Other comprehensive (loss) income ( 13,212 ) 60,603 ( 45,036 ) 144,704

5 unchanged sentences

(currency in thousands, except per share amounts)

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

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

Total Stockholders' equity, beginning balance $ 8,102,175 $ 8,148,586 $ 8,183,182 $ 8,025,506

27 unchanged sentences

(currency in thousands)

Three Months Ended

February 29, 2024 February 28, 2023

Six Months Ended

May 31, 2024 May 31, 2023

Cash flows from operating activities:

Net income $ 315,733 $ 300,107

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

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

Depreciation and amortization 206,906 209,632

9 unchanged sentences

Other operating assets and liabilities ( 687,155 ) ( 296,768 )

Net cash provided by (used in) operating activities 384,709 ( 102,795 )

Net cash provided by operating activities 270,001 604,750

Cash flows from investing activities:

14 unchanged sentences

Principal payments on long-term debt ( 784,714 ) ( 33,441 )

Net cash (used in) provided by financing activities ( 311,207 ) 129,547

Borrowings on long term debt

Cash paid for debt issuance costs

Net cash used in financing activities ( 17,484 ) ( 247,087 )

Effect of exchange rate changes on cash and cash equivalents

( 11,848 ) 36,098

Net (decrease) increase in cash and cash equivalents ( 2,830 ) 16,429

Net increase in cash and cash equivalents 139,872 329,223

Cash and cash equivalents at beginning of period

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

6 unchanged sentences

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

The accompanying interim unaudited Consolidated Financial Statements as of February 29, 2024 and for the three months ended February 29, 2024 and February 28, 2023 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

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

The accompanying interim unaudited Consolidated Financial Statements as of May 31, 2024 and for the three and six months ended May 31, 2024 and May 31, 2023 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S.

have been condensed or omitted in accordance with such rules and regulations.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented.

11 unchanged sentences

The Company’s cash and cash equivalents and derivative instruments are transacted and maintained with financial institutions with high credit standing, and their compositions and maturities are regularly monitored by management.

Through February 29, 2024, the Company has not experienced any material credit losses on such deposits and derivative instruments.

Through May 31, 2024, the Company has not experienced any material credit losses on such deposits and derivative instruments.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

5 unchanged sentences

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

Three Months Ended

February 29, 2024 February 28, 2023

One customer accounted for 10 % and 11 % of the Company's total revenue during the three months ended February 29, 2024 and February 28, 2023, respectively.

As of February 29, 2024 and November 30, 2023, no single customer comprised more than 10% of the consolidated accounts receivable balance.

Three Months Ended Six Months Ended

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

11 % N/A ( 1 )

Cisco Systems, Inc.

10 % N/A ( 1 )

10 % 10 % N/A ( 1 )

_________________________

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

One customer accounted for 12 % and 11 % of the Company's total revenue during the three and six months ended both May 31, 2024 and May 31, 2023, respectively.

As of May 31, 2024 and November 30, 2023, no single customer comprised more than 10% of the consolidated accounts receivable balance.

Accounts Receivable

7 unchanged sentences

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

As of February 29, 2024 and November 30, 2023, accounts receivable sold to and held by the financial institutions under these programs were $ 1.2 billion and $ 864.6 million, respectively.

As of May 31, 2024 and November 30, 2023, accounts receivable sold to and held by the financial institutions under these programs were $ 1.2 billion and $ 864.6 million, respectively.

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

Discount fees for these programs totaled $ 16.0 million and $ 11.7 million in the three months ended February 29, 2024 and February 28, 2023, respectively.

Discount fees for these programs totaled $ 16.6 million and $ 32.6 million in the three and six months ended May 31, 2024, respectively, and $ 12.0 million and $ 23.7 million for the three and six months ended May 31, 2023, respectively.

The Company's operating results are affected by the seasonality of the IT products industry.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

The Company recognizes 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.

The Company recognizes revenue 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.

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

6 unchanged sentences

In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed.

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

Service revenue 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.

10 unchanged sentences

In September 2022, the FASB issued an accounting standards update, ASU 2022-04, which requires new enhanced disclosures by the buyer in supplier finance programs.

Disclosures will include key terms of the program, including payment terms, along with the amount of related obligations, the financial statement caption that includes such obligations, and a rollforward of activity related to the obligations during the period.

Disclosures include key terms of the program, including payment terms, along with the amount of related obligations, the financial statement caption that includes such obligations, and a rollforward of activity related to the obligations during the period.

The new accounting standard must be adopted retrospectively to the earliest comparative period presented, except for the rollforward requirement, which should be adopted prospectively.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

2 unchanged sentences

(1) significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, (2) other segment items by reportable segment and a description of its composition, and (3) the title of the chief operating decision maker, an explanation of how they use the reported measures of segment profit/loss in assessing segment performance and decide how to allocate resources, as well as clarifications if they use more than one measure of a segment’s profit or loss in assessing segment performance.

The amendments in this ASU are effective for annual periods beginning after December 15, 2023, which for the Company would be for the fiscal year ending November 30, 2025, and for subsequent interim periods.

The amendments in ASU 2023-07 are effective for annual periods beginning after December 15, 2023, which for the Company would be for the fiscal year ending November 30, 2025, and for subsequent interim periods.

Early adoption is permitted.

2 unchanged sentences

The enhanced disclosures required include disclosure of specific categories and disaggregation of information in the rate reconciliation table.

The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, which for the Company would be the fiscal year ending November 30, 2026.

ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, which for the Company would be the fiscal year ending November 30, 2026.

Early adoption is permitted and the amendments should be applied on a prospective basis.

2 unchanged sentences

NOTE 3— ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger (as defined below), along with $ 3.5 million of costs during the three months ended February 28, 2023 related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”).

The GBO 2 Program was completed in fiscal year 2023.

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger (as defined below), along with costs related to the Global Business Optimization 2 Program initiated by Tech Data Corporation prior to the Merger (the “GBO 2 Program”) of $ 3.9 million during the three and six months ended May 31, 2024 and $ 2.6 million and $ 6.1 million during the three and six months ended May 31, 2023, respectively, and $ 1.2 million of costs during the three and six months ended May 31, 2024 related to other acquisitions.

The Company does not expect to incur additional costs under the GBO 2 Program in future periods.

On March 22, 2021, the Company 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").

On September 1, 2021, pursuant to the terms of the Merger Agreement, the Company 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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2024 and 2023

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

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

1 unchanged sentence

Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs.

Long-lived asset charges and termination fees include accelerated depreciation and amortization expense of $ 0.4 million and $ 6.2 million recorded during the three months ended February 29, 2024 and February 28, 2023, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $ 6.6 million and $ 10.2 million recorded during the three months ended February 29, 2024 and February 28, 2023, respectively for termination fees related to certain IT systems.

Long-lived assets charges and termination fees include accelerated depreciation and amortization expense of $ 5.1 million and $ 5.5 million recorded during the three and six months ended May 31, 2024, respectively, and $ 5.3 million and $ 11.5 million recorded during the three and six months ended May 31, 2023, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $ 10.4 million and $ 17.0 million recorded during the three and six months ended May 31, 2024, respectively, and $ 2.3 million and $ 12.5 million recorded during the three and six months ended May 31, 2023, respectively, for termination fees related to 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 4 - Share-Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

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

In July 2023, the Company offered a voluntary severance program ("VSP") to certain co-workers in the United States as part of the Company's cost optimization efforts related to the Merger.

The Company incurred $ 7.2 million of costs in connection with the VSP during the three months ended February 29, 2024, including $ 6.0 million of severance costs and $ 1.2 million of duplicative labor costs.

During the three months ended February 29, 2024 and February 28, 2023, acquisition and integration expenses related to the Merger were composed of the following:

Three Months Ended

February 29, 2024 February 28, 2023

In July 2023, the Company offered a voluntary severance program ("VSP") to certain co-workers in the U.S.

as part of the Company's cost optimization efforts related to the Merger.

The Company incurred $ 2.9 million and $ 10.1 million of costs in connection with the VSP during the three and six months ended May 31, 2024, respectively, including $ 2.0 million and $ 8.0 million of severance costs and $ 0.9 million and $ 2.1 million of duplicative labor costs, respectively.

During the three and six months ended May 31, 2024 and May 31, 2023, acquisition and integration expenses related to the Merger were composed of the following:

Three Months Ended Six Months Ended

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

(currency in thousands)

4 unchanged sentences

Voluntary severance program costs

2,893 — 10,113 —

Total $ 32,763 $ 34,238 $ 64,381 $ 81,952

2 unchanged sentences

The Company recognizes share-based compensation expense for all share-based awards made to employees and outside directors, including employee stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance-based RSUs ("PRSUs") and employee stock purchase rights, based on estimated fair values.

The following tables summarize the Company's share-based awards activity for TD SYNNEX stock incentive plans during the three months ended February 29, 2024.

The following tables summarize the Company's share-based awards activity for TD SYNNEX stock incentive plans during the six months ended May 31, 2024.

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

3 unchanged sentences

Exercised ( 74 )

Balances as of February 29, 2024

Balances as of May 31, 2024

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

5 unchanged sentences

Attainment adjustments (1)

Non-vested as of February 29, 2024

Non-vested as of May 31, 2024

__________________

(1) During the three months ended February 29, 2024, the attainment on PRSUs vested was adjusted to reflect actual performance.

(1) During the six months ended May 31, 2024, the attainment on PRSUs vested was adjusted to reflect actual performance.

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

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

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

(currency in thousands)

6 unchanged sentences

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

Vesting of the restricted shares was completed as of September 1, 2023, therefore there was no related share-based compensation expense recorded by the Company during the three months ended February 29, 2024.

The Company recorded $ 10.0 million of share-based compensation expense related to these restricted shares in “Acquisition, integration, and restructuring costs” during the three months ended February 28, 2023.

The Company recorded $ 9.5 million and $ 19.6 million of share-based compensation expense related to these restricted shares in “Acquisition, integration, and restructuring costs” during the three and six months ended May 31, 2023, respectively.

NOTE 5— STOCKHOLDERS' EQUITY:

Share Repurchase Program

In January 2023, the Board of Directors authorized a three-year $ 1.0 billion share repurchase program, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

In January 2023, the Board of Directors authorized a three-year $ 1.0 billion share repurchase program.

In March 2024, the Board of Directors authorized a new $ 2.0 billion share repurchase program (the "March 2024 share repurchase program"), supplementing the $ 196.7 million remaining authorization under the prior program, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

The March 2024 share repurchase program does not have an expiration date.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

On January 31, 2024, the Company announced the closing of a secondary public offering (the "January Offering") of an aggregate of 8.8 million shares (which includes approximately 1.1 million additional shares that underwriters had the option to purchase) of its common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc (the "Selling Stockholders").

All the shares in the January Offering were sold by the Selling Stockholders.

The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the January Offering.

Also pursuant to the related underwriting agreement, the Company repurchased 1.4 million shares of its common stock from the underwriters as part of the January Offering, at a repurchase price of $ 100.50 per share, resulting in a purchase price of approximately $ 138.2 million (the "January Concurrent Share Repurchase").

The January Concurrent Share Repurchase was made under the Company's existing $ 1.0 billion share repurchase program, and is included within the caption "Shares of treasury stock purchased under share repurchase program" in the table below.

As of February 29, 2024, the Company had $ 196.7 million available for future repurchases of its common stock under the authorized share repurchase program.

The Company's common share repurchase activity for the three months ended February 29, 2024 is summarized as follows:

On January 31, 2024, March 27, 2024, and April 4, 2024, the Company announced the closing of secondary public offerings (the "Offerings"), of an aggregate of 26.2 million shares in total (which includes approximately 2.7 million of additional shares that underwriters had the option to purchase) of its common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc (the "Selling Stockholders").

All the shares in the Offerings were sold by the Selling Stockholders.

The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offerings.

Also pursuant to the related underwriting agreements, the Company repurchased a total of 3.6 million shares of its common stock from the respective underwriters as part of the Offerings, for a total purchase price in the aggregate of approximately $ 392.3 million (the "Concurrent Share Repurchases").

The Offerings reduced the Selling Stockholders' ownership interest in the Company to zero.

The Concurrent Share Repurchases were all made under the Company's share repurchase programs described above, and are included within the caption "Shares of treasury stock purchased under share repurchase program" in the table below.

As of May 31, 2024, the Company had $ 1.9 billion available for future repurchases of its common stock under the March 2024 share repurchase program.

The Company's common share repurchase activity for the six months ended May 31, 2024 is summarized as follows:

(shares in thousands, except per share amounts)

5 unchanged sentences

Shares of treasury stock reissued for employee benefit plans ( 266 ) 93.40

Treasury stock balance as of February 29, 2024

Treasury stock balance as of May 31, 2024

14,348 $ 96.80

1 unchanged sentence

(1) Weighted-average price per share excludes broker's commissions and excise taxes.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the three months ended February 29, 2024 excludes amounts related to accrued excise tax that is included in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets at February 29, 2024.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the six months ended May 31, 2024 excludes amounts related to accrued excise tax that is included in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets at May 31, 2024.

Excise taxes when paid are classified as operating activities in the Consolidated Statements of Cash Flows.

In March 2024, the Board of Directors authorized a new $ 2.0 billion share repurchase program, supplementing the amount remaining under the existing program, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

The new March 2024 share repurchase authorization does not have an expiration date.

On March 27, 2024, the Company announced a secondary public offering (the "March Offering") of an aggregate of 12.1 million shares of its common stock (which includes approximately 1.6 million shares that underwriters had the option to purchase) that were sold by the Selling Stockholders.

All the shares in the March Offering were sold by the Selling Stockholders.

The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the March Offering.

Also pursuant to the related underwriting agreement, the Company repurchased 500 thousand shares of its common stock from the underwriters as part of the March Offering (the "March Concurrent Share Repurchase") at a repurchase price of $ 108.60 per share, resulting in a purchase price of $ 54.3 million.

The March Concurrent Share Repurchase was made under the Company's existing share repurchase program.

On March 26, 2024 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.40 per common share payable on April 26, 2024 to stockholders of record as of the close of business on April 12, 2024 .

On June 25, 2024 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.40 per common share payable on July 26, 2024 to stockholders of record as of the close of business on July 12, 2024 .

Dividends are subject to continued capital availability and the declaration by the Board of Directors in the best interest of the Company’s stockholders.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

1 unchanged sentence

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

Three Months Ended

February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

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

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

19 unchanged sentences

The following table summarizes accounts receivable, net:

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

(currency in thousands)

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

1 unchanged sentence

The following table summarizes receivables from vendors, net:

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

(currency in thousands)

7 unchanged sentences

Write-offs, recoveries, reclassifications and foreign exchange translation ( 25,284 )

Balance as of February 29, 2024

Balance as of May 31, 2024

Allowance for receivables from vendors:

1 unchanged sentence

Balance as of November 30, 2023

Additions 7,623

Charged to income

Write-offs, recoveries, reclassifications and foreign exchange translation ( 103 )

Balance as of February 29, 2024

Accumulated other comprehensive loss:

The following table summarizes the components of accumulated other comprehensive income (loss) ("AOCI"), net of taxes:

(currency in thousands) Foreign currency

adjustment and other,

Balance as of November 30, 2023

$ ( 507,248 )

Other comprehensive income (loss) before reclassification ( 31,824 )

Reclassifications from accumulated other comprehensive loss —

Balance as of February 29, 2024

$ ( 539,072 )

Refer to Note 8 - Derivative Instruments for the location of gains and losses reclassified from accumulated other comprehensive income (loss) to the Consolidated Statements of Operations on derivative instruments.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

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

Balance as of May 31, 2024

NOTE 8— DERIVATIVE INSTRUMENTS:

7 unchanged sentences

All derivatives are recognized on the balance sheet at their fair value.

Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.

Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of accumulated other comprehensive income (loss) ("AOCI") in the Consolidated Balance Sheets, as discussed below.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2024 and 2023

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

Cash Flow Hedges

6 unchanged sentences

The Company classifies cash flows related to the settlement of its cash flow hedges as operating activities in the Consolidated Statements of Cash Flows.

The Company terminated its remaining interest rate swaps in May 2023 and had no interest rate swaps designated as cash flow hedges outstanding as of February 29, 2024.

The Company terminated its remaining interest rate swaps in May 2023 and had no interest rate swaps designated as cash flow hedges outstanding as of May 31, 2024.

Net Investment Hedges

2 unchanged sentences

dollar value of the Company's investment in a euro functional subsidiary due to fluctuating foreign exchange rates.

Gains and losses on the net investment hedges have been recorded in AOCI and will remain in AOCI until the sale or substantial liquidation of the underlying assets of the Company's investment.

Gains and losses on the net investment hedges, which have been recorded in AOCI and will remain in AOCI until the sale or substantial liquidation of the underlying assets of the Company's investment, are included within the "Foreign currency translation adjustments and other" caption on the Consolidated Statements of Comprehensive Income.

The initial fair value of hedge components excluded from the assessment of effectiveness is being recognized in the Consolidated Statements of Operations under a systematic and rational method over the life of the hedging instrument.

4 unchanged sentences

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

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

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

1 unchanged sentence

Balance Sheet Line Item (currency in thousands)

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

Derivative instruments not designated as hedging instruments:

6 unchanged sentences

Other long-term liabilities 13,600 18,041

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2024 and 2023

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

Volume of Activity

2 unchanged sentences

The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

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

The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations

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

Three Months Ended

Location of Gains (Losses) in Income February 29, 2024 February 28, 2023

Three Months Ended Six Months Ended

Location of Gains (Losses) in Income May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

(currency in thousands)

1 unchanged sentence

Gains (losses) recognized from foreign exchange contracts, net⁽¹⁾ Cost of revenue $ 326 $ ( 7,611 ) $ 6,448 $ ( 24,512 )

Gains (losses) recognized from foreign exchange contracts, net⁽¹⁾ Other expense, net 2,056 ( 2,563 )

(Losses) gains recognized from foreign exchange contracts, net⁽¹⁾ Other expense, net ( 290 ) ( 2,662 ) 1,766 ( 5,225 )

Total $ 36 $ ( 10,273 ) $ 8,214 $ ( 29,737 )

Derivative instruments designated as cash flow hedges:

Gains recognized in OCI on interest rate swaps $ — $ 1,154

(Losses) gains recognized in OCI on interest rate swaps $ — $ ( 217 ) $ — $ 937

Gains on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ — $ 2,445 $ — $ 3,583

Derivative instruments designated as net investment hedges:

Gains (losses) recognized in OCI on foreign exchange forward contracts $ 5,444 $ ( 8,025 )

(Losses) gains recognized in OCI on foreign exchange forward contracts $ ( 872 ) $ ( 6,632 ) $ 4,572 $ ( 14,657 )

Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 2,388 $ 2,308 $ 4,644 $ 4,586

1 unchanged sentence

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2024 and 2023

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

Except for the net investment hedge amounts shown above, there were no gain or loss amounts excluded from the assessment of effectiveness.

2 unchanged sentences

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

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

NOTE 9— FAIR VALUE MEASUREMENTS:

4 unchanged sentences

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

As of February 29, 2024

As of May 31, 2024

As of November 30, 2023

6 unchanged sentences

The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers.

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

There were no interest rate swaps outstanding as of February 29, 2024.

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

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

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

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

The estimated fair value of the Senior Notes was approximately $ 2.2 billion as of February 29, 2024 and November 30, 2023.

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

The estimated fair value of the Senior Notes (inclusive of the newly issued 2034 Senior Notes, defined in Note 10 - Borrowings below) was approximately $ 2.9 billion and $ 2.2 billion as of May 31, 2024 and November 30, 2023, respectively.

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

1 unchanged sentence

Borrowings consist of the following:

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

(currency in thousands)

1 unchanged sentence

$ 700,000 $ 700,000

Current portion of TD SYNNEX term loan

75,000 75,000

Current portion of term loans

Other short-term borrowings

5 unchanged sentences

Borrowings, current $ 860,106 $ 983,585

TD SYNNEX term loan $ 1,256,250 $ 1,275,000

$ 1,331,250 $ 1,275,000

TD SYNNEX Senior Notes 2,400,000 1,800,000

3 unchanged sentences

Long-term borrowings $ 3,735,592 $ 3,099,193

TD SYNNEX United States Accounts Receivable Securitization Arrangement

In the United States, the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S.

TD SYNNEX U.S.

Accounts Receivable Securitization Arrangement

In the U.S., the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S.

AR Arrangement”).

10 unchanged sentences

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

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 2.8 billion and $ 3.4 billion as of February 29, 2024 and November 30, 2023, respectively.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.1 billion and $ 3.4 billion as of May 31, 2024 and November 30, 2023, respectively.

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

2 unchanged sentences

There were no amounts outstanding under the U.S.

AR Arrangement at February 29, 2024 or November 30, 2023.

AR Arrangement at May 31, 2024 or November 30, 2023.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

TD SYNNEX Credit Agreement

The Company is party to a credit agreement, dated as of April 16, 2021 and amended May 22, 2023 (as amended, the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $ 3.5 billion, which revolving credit facility (the “TD SYNNEX revolving credit facility”) may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $ 500.0 million.

There were no amounts outstanding under the TD SYNNEX revolving credit facility at February 29, 2024 or November 30, 2023.

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 original 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 Agreement is the Company.

There are no guarantors of the TD SYNNEX Credit Agreement.

The maturity of the TD SYNNEX Credit Agreement is on the fifth anniversary of the September 2021 closing date, to occur in September 2026, subject in the case of the revolving credit facility, to two one-year extensions upon the Company’s prior notice to the lenders and the agreement of the lenders to extend such maturity date.

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

Loans borrowed under the TD SYNNEX Credit Agreement bear interest, in the case of SOFR rate loans, at a per annum rate equal to the applicable SOFR rate, plus the applicable margin, which may range from 1.125 % to 1.750 %, based on the Company’s public debt rating (as defined in the TD SYNNEX Credit Agreement).

The Company is party to an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $ 3.5 billion, which revolving credit facility (the “TD SYNNEX Revolving Credit Facility”) may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $ 500.0 million.

There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at May 31, 2024 or November 30, 2023.

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

The borrowers under the TD SYNNEX Credit Agreement are TD SYNNEX Corporation and certain subsidiaries of the Company.

The maturity of the TD SYNNEX Term Loan is on the fifth anniversary of the September 2021 closing date, to occur in September 2026.

As amended, the TD SYNNEX Revolving Credit Facility will mature on April 16, 2029, subject, in the lender's discretion, to two one-year extensions upon the Company's prior notice to the lenders.

There was $ 581.3 million and $ 1.4 billion outstanding on the TD SYNNEX Term Loan as of May 31, 2024 and November 30, 2023, respectively.

Loans borrowed under the TD SYNNEX Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus 0.100 % credit spread adjustment, plus the applicable margin, which may range from 1.000 % to 1.750 %, for borrowings under the TD SYNNEX Revolving Credit Facility and 1.125 % to 1.750 % for the TD SYNNEX Term Loan, in each case based on the Company’s 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 SOFR rate based loans.

In addition to these borrowing rates, there is a commitment fee that ranges from 0.100 % to 0.300 % on any unused commitment under the TD SYNNEX Revolving Credit Facility based on the Company’s Public Debt Rating.

The effective interest rate for the TD SYNNEX term loan was 6.80 % and 6.82 % as of February 29, 2024 and November 30, 2023, respectively.

The Company used interest rate swap derivative contracts to economically convert a portion of the TD SYNNEX term loan to fixed-rate debt.

The interest rate swaps were terminated in May 2023 (see Note 8 - Derivative Instruments for further discussion).

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

The TD SYNNEX Credit Agreement also contains financial covenants which 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.

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

The effective interest rate for the TD SYNNEX Term Loan was 6.80 % and 6.82 % as of May 31, 2024 and November 30, 2023, respectively.

TD SYNNEX Term Loan Credit Agreement

On April 19, 2024, the Company entered into a Term Loan Credit Agreement (the "2024 Term Loan Credit Agreement") with the initial lenders party thereto, Bank of America N.A., as administrative agent for the lenders, and BOFA Securities, Inc.

as lead arranger and lead bookrunner.

The 2024 Term Loan Credit Agreement provides for a senior unsecured term loan in an aggregate principal amount of $ 750.0 million (the "2024 Term Loan").

The proceeds from the 2024 Term Loan were used to repay a portion of the TD SYNNEX Term Loan.

The borrower under the 2024 Term Loan is the Company.

The 2024 Term Loan will mature on September 1, 2027.

Loans borrowed under the 2024 Term Loan Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus 0.10 % credit spread adjustment, plus the applicable margin, which may range from 1.000 % to 1.625 %, based on the Company’s Public Debt Rating (as defined in the 2024 Term Loan Credit Agreement).

The effective interest rate for the 2024 Term Loan was 6.67 % as of May 31, 2024.

TD SYNNEX Senior Notes

1 unchanged sentence

The Company pays interest semi-annually on the notes on each of February 9 and August 9.

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).

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

The Company 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.

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

In July 2022, the Company completed an offer to exchange (the "Exchange Offer") its outstanding unregistered Senior Notes for new registered notes (the "Exchange Notes").

1 unchanged sentence

The terms of the Exchange Notes are substantially identical to the terms of the respective series of the Senior Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the Senior Notes do not apply to the Exchange Notes.

With respect to the 2024 Senior Notes, the Company is currently assessing its debt structure ahead of the August 9, 2024 maturity date, and its current intention is to refinance some or all of that debt prior to its maturity.

On April 12, 2024, the Company issued and sold $ 600.0 million of 6.100 % senior notes due April 12, 2034 (the "2034 Senior Notes" and such offering, the "2034 Senior Notes Offering").

The Company will pay interest semi-annually on the 2034 Senior Notes on each of April 12 and October 12, commencing on October 12, 2024.

The Company incurred $ 5.7 million towards issuance costs on the 2034 Senior Notes.

The Company will use the net proceeds from the 2034 Senior Notes Offering, together with other available funds, to repay or redeem on or prior to maturity the outstanding $ 700.0 million aggregate principal amount of the 1.250 % Senior Notes due August 9, 2024 and for general corporate purposes.

References to the collective Senior Notes hereafter also include the 2034 Senior Notes.

The Company may redeem the Senior Notes, in whole or in part, at any time and from time to time, 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, (iv) May 9, 2031 in the case of the 2031 Senior Notes (the “2031 Par Call Date”) and (v) January 12, 2034 (the "2034 Par Call Date" and, together with the 2024 Par Call Date, the 2026 Par Call Date, the 2028 Par Call Date, and the 2031 Par Call Date , each, a “Par Call Date” and together, the “Par Call Dates”) in the case of the 2034 Senior Notes, in each case, 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, in each case discounted to the date of redemption (assuming the applicable Senior Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the supplemental indenture establishing the terms of the applicable Senior Notes) plus 15 basis points for the 2024 Senior Notes, 20 basis points for the 2026 Senior Notes, 25 basis points for the 2028 Senior Notes and 2031 Senior Notes and 30 basis points for the 2034 Senior Notes, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.

The Company may also redeem the Senior Notes of any series at its option, in whole or in part, at any time and from time to time 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 Short-Term Borrowings

The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $ 577.3 million in borrowing capacity as of February 29, 2024.

The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $ 569.6 million in borrowing capacity as of May 31, 2024.

Most of these facilities are provided on a 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.

There was $ 151.8 million outstanding on these facilities at February 29, 2024, at a weighted average interest rate of 6.24 %, and there was $ 208.7 million outstanding at November 30, 2023, at a weighted average interest rate of 7.52 %.

There was $ 160.1 million outstanding on these facilities at May 31, 2024, at a weighted average interest rate of 5.93 %, and there was $ 208.7 million outstanding at November 30, 2023, at a weighted average interest rate of 7.52 %.

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

At February 29, 2024, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 81.1 million.

At May 31, 2024, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 74.4 million.

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

The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at February 29, 2024 exchange rates.

The maximum commitment amounts for local currency credit facilities have been translated into U.S.

dollars at May 31, 2024 exchange rates.

Covenant Compliance

The Company's credit facilities have a number of covenants and restrictions that require the Company to maintain specified financial ratios.

The Company's credit facilities have a number of covenants and restrictions that require the Company to maintain specified financial ratios, including a maximum debt to EBITDA ratio and a minimum interest coverage ratio, in each case tested on the last day of each fiscal quarter.

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

As of February 29, 2024, the Company was in compliance with the financial covenant requirements for the above arrangements.

As of May 31, 2024, the Company was in compliance with the financial covenant requirements for the above arrangements.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

6 unchanged sentences

The Company generally does not incur any fees under supplier finance programs;

however, the Company did recognize an immaterial amount of fees during the three months ended February 29, 2024 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of both February 29, 2024 and November 30, 2023, the Company had $ 2.7 billion in obligations outstanding under these programs included in “ Accounts payable ” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.

however, the Company did recognize an immaterial amount of fees during the three and six months ended May 31, 2024 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of May 31, 2024 and November 30, 2023, the Company had $ 2.5 billion and $ 2.7 billion, respectively, in obligations outstanding under these programs included in “ Accounts payable ” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.

NOTE 12— SEGMENT INFORMATION:

2 unchanged sentences

(currency in thousands)

Three Months Ended February 29, 2024

Three Months Ended May 31, 2024

Revenue $ 8,557,573 $ 4,426,775 $ 963,560 $ 13,947,908

Operating income 209,284 34,360 20,304 263,948

Three Months Ended February 28, 2023

Three Months Ended May 31, 2023

Revenue $ 8,699,342 $ 4,461,461 $ 901,321 $ 14,062,124

Operating income 187,259 40,057 25,567 252,883

NOTE 13— RELATED PARTY TRANSACTIONS:

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

As of February 29, 2024 and November 30, 2023, MiTAC Holdings and its affiliates beneficially owned approximately 9.5 % and 9.3 % of the Company’s outstanding common stock, respectively.

Matthew Miau, who served as Chairman Emeritus of the Company’s Board of Directors and a director until his retirement from the Board effective as of March 20, 2024, is the Chairman of MiTAC Holdings and a director or officer of MiTAC Holdings’ affiliates.

Also effective as of March 20, 2024, the Company appointed Mr.

Ting Herh to serve on the Board as a director.

Herh also serves as an independent director on the board of MiTAC Holdings, a position he has held since May 2022.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

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

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

As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 9.5 % of the Company’s outstanding common stock as of February 29, 2024.

These shares are owned by the following entities:

(shares in thousands)

As of February 29, 2024

MiTAC Holdings (1)

Synnex Technology International Corp.

_________________________

(1) Shares are held as follows:

302 thousand shares by Silver Star Developments Ltd.

and 2,065 thousand shares by MiTAC International Corp., both of which are wholly-owned subsidiaries of MiTAC Holdings, along with 2,403 thousand shares held directly by MiTAC Holdings.

Excludes 146 thousand shares held directly by Mr.

Miau, 217 thousand shares indirectly held by Mr.

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

(2) Synnex Technology International Corp.

(“Synnex Technology International”) is a separate entity from the Company 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.

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

Three Months Ended

February 29, 2024 February 28, 2023

(currency in thousands)

Purchases of inventories and services $ 56,130 $ 40,443

Sale of products to MiTAC Holdings and affiliates 8,380 3,748

Payments made for rent and overhead costs

for use of facilities of MiTAC Holdings and affiliates, net 212 307

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

February 29, 2024 November 30, 2023

(currency in thousands)

Receivable from related parties (included in Accounts receivable, net) $ 6,782 $ 4,330

Payable to related parties (included in Accounts payable) 28,017 16,538

Six Months Ended May 31, 2024

Revenue $ 16,460,669 $ 9,544,027 $ 1,918,465 $ 27,923,161

Operating income 368,966 142,685 54,869 566,520

Six Months Ended May 31, 2023

Revenue $ 17,338,046 $ 9,981,898 $ 1,867,551 $ 29,187,495

Operating income 366,764 128,262 56,019 551,045

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 29, 2024 and February 28, 2023

For the three and six months ended May 31, 2024 and 2023

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

12 unchanged sentences

On October 6, 2022, the appeals court issued a ruling that reduced the fine imposed on the Company from € 76.1 million to € 24.9 million.

As a result of the appeals court ruling, the Company has determined that the best estimate of probable loss related to this matter is € 24.9 million (approximately $ 27.0 million as of February 29, 2024), which was paid in full in fiscal year 2022.

As a result of the appeals court ruling, the Company paid € 24.9 million in fiscal year 2022.

The Company continues to contest the arguments of the Competition Authority and has further appealed this matter.

4 unchanged sentences

In addition, the Company is subject to various other claims, both asserted and unasserted, that arise in the ordinary course of business.

The Company evaluates these claims and records the related liabilities.

The Company evaluates these claims, and records related liabilities in cases where a contingent obligation is deemed probable and reasonably estimable.

It is possible that the ultimate liabilities could differ from the amounts recorded.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements