What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-07-03 compared with 2024-04-04 · 163 added, 128 removed, 270 unchanged (52% of the section changed)

3 unchanged sentences

When used in this Quarterly Report on Form 10-Q, or this “Report”, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “allows,” “can,” “may,” “could,” “designed,” “will,” and similar expressions are intended to identify forward-looking statements.

These are statements that relate to future periods and include statements about our business model and our services, our business and market strategy, future growth, demand, our infrastructure, our investment in our information technology, or IT, systems, our employee hiring and retention, our Merger-related integration plans, our revenue, sources of revenue, our gross margins, our operating costs and results, timing of payment, our competition, our future needs and sources for additional financing, contract terms, relationships with our suppliers, adequacy of our facilities, our operations, foreign currency exchange rates and hedging activities, our strategic acquisitions including anticipated cost savings and other benefits, seasonality of sales, adequacy of our cash resources, our debt and financing arrangements, including our plans with respect to refinancing the same, including the impact of any change to our credit rating, interest rate risk and impact thereof, cash held by our international subsidiaries and repatriation, changes in fair value of derivative instruments, our tax liabilities, adequacy of our disclosure controls and procedures, cybersecurity, impact of our pricing policies, impact of economic and industry trends, changes to the markets in which we compete, impact of new reporting rules and accounting policies, our estimates and assumptions, impact of inventory repurchase obligations and commitments and contingencies, our effective tax rates, and our share repurchase and dividend program.

These are statements that relate to future periods and include statements about our business model and our services, our business and market strategy, future growth, demand, our infrastructure, our investment in our information technology ("IT") systems, our employee hiring and retention, our acquisition-related integration plans, our revenue, sources of revenue, our gross margins, our operating costs and results, timing of payment, our competition, our future needs and sources for additional financing, contract terms, relationships with our suppliers, adequacy of our facilities, our operations, foreign currency exchange rates and hedging activities, our strategic acquisitions including anticipated cost savings and other benefits, seasonality of sales, adequacy of our cash resources, our debt and financing arrangements, including the impact of any change to our credit rating, interest rate risk and impact thereof, cash held by our international subsidiaries and repatriation, changes in fair value of derivative instruments, our tax liabilities, adequacy of our disclosure controls and procedures, cybersecurity, impact of our pricing policies, impact of economic and industry trends, changes to the markets in which we compete, impact of new reporting rules and accounting policies, our estimates and assumptions, impact of inventory repurchase obligations and commitments and contingencies, our effective tax rates, and our share repurchase and dividend program.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

These risks and uncertainties include, but are not limited to, those risks discussed herein and others, including risks related to the buying patterns of our customers, concentration of sales to large customers, the loss or consolidation of one or more of our significant original equipment manufacturer ("OEM") suppliers or customers, market acceptance of the products we assemble and distribute, competitive conditions in our industry and their impact on our margins, pricing and other terms with our OEM suppliers, our ability to gain market share, variations in supplier-sponsored programs, changes in our costs and operating expenses, increased inflation, dependence upon and trends in capital spending budgets in the IT industry, fluctuations in general economic conditions, changes in tax laws, risks associated with our international operations, uncertainties and variability in demand by our reseller and integration customers, supply shortages or delays, any termination or reduction in our floor plan financing arrangements, changes in value of foreign currencies and interest rates and other risk factors contained in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended November 30, 2023 and below under Part II, Item 1A, “Risk Factors.” These forward-looking statements speak only as of the date hereof.

These forward-looking statements speak only as of the date hereof.

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by law.

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We are 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 OEM suppliers, replacement cycles for existing IT products, trends toward cloud computing, overall economic growth and general business activity.

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

A difficult and challenging economic environment, including the continued persistence of inflation and elevated interest rates, may also lead to consolidation or decline in the IT industries 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 Asia-Pacific and Japan ("APJ") so we are affected by demand for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the U.S.

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").

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The following table sets forth, for the indicated periods, data as percentages of total revenue:

Three Months Ended

Three Months Ended Six Months Ended

Consolidated Statements of Operations Data:

February 29, 2024 February 28, 2023

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

Revenue 100.00 % 100.00 % 100.00 % 100.00 %

12 unchanged sentences

• Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance.

Revenue in constant currency is calculated by translating the revenue for the three months ended February 29, 2024 in the billing currency using the comparable prior period currency conversion rate.

Revenue in constant currency is calculated by translating the revenue for the three and six months ended May 31, 2024 in the billing currency using the comparable prior period currency conversion rate.

Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates will be higher or lower than growth reported at actual exchange rates.

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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.

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

The following table summarizes our revenue and change in revenue by segment for the three months ended February 29, 2024 and February 28, 2023:

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

Three and Six Months Ended May 31, 2024 and 2023:

The following table summarizes our revenue and change in revenue by segment for the three and six months ended May 31, 2024 and 2023:

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change May 31, 2024 May 31, 2023 Percent Change

Revenue in constant currency

(in thousands)

(in thousands) (in thousands)

Revenue $ 13,947,908 $ 14,062,124 (0.8) % $ 27,923,161 $ 29,187,495 (4.3) %

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Consolidated Commentary

During the three months ended February 29, 2024, consolidated revenue and revenue in constant currency decreased by $1.2 billion and $1.3 billion, respectively, as compared to the prior year period.

The decreases are primarily driven by our Advanced Solutions portfolio due to market dynamics of the prior year which resulted in higher revenues from strong demand and backlog conversion, as well as a decline in our Endpoint Solutions portfolio.

A greater percentage of our revenues were presented on a net basis, which negatively impacted our revenue compared to the prior three months ended February 28, 2023 by approximately $450 million, or 3%.

During the three months ended May 31, 2024, consolidated revenue and revenue in constant currency slightly decreased by $114.2 million and $76.4 million, respectively, as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue compared to the prior three months ended May 31, 2023 by approximately $550 million, or 4%, partially offset by growth in our Advanced Solutions and Endpoint Solutions portfolios.

The impact of changes in foreign currencies is primarily due to the weakening of the Japanese yen against the U.S.

During the six months ended May 31, 2024, both consolidated revenue and revenue in constant currency decreased by $1.3 billion, as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue compared to the prior six months ended May 31, 2023 by approximately $1 billion, or 3%, and a decline in our Endpoint Solutions portfolio.

The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S.

dollar, partially offset by the weakening of the Japanese yen against the U.S.

Americas Commentary

During the three months ended February 29, 2024, Americas revenue and revenue in constant currency decreased by $735.6 million and $746.5 million, respectively, as compared to the prior year period.

A greater percentage of our revenues were presented on a net basis, which negatively impacted our revenue by approximately $350 million, or 4%, compared to the three months ended February 28, 2023.

During the three months ended May 31, 2024, both Americas revenue and revenue in constant currency decreased by $141.8 million as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue compared to the three months ended May 31, 2023 by approximately $440 million, or 5%, partially offset by growth in our Advanced Solutions portfolio.

During the six months ended May 31, 2024, Americas revenue and revenue in constant currency decreased by $877.4 million and $888.2 million, respectively, as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue compared to the six months ended May 31, 2023 by approximately $780 million, or 5%, and a decline in our Endpoint Solutions portfolio in the region.

Europe Commentary

During the three months ended February 29, 2024, Europe revenue and revenue in constant currency decreased by $403.2 million and $522.5 million, respectively, as compared to the prior year period.

A greater percentage of our revenues were presented on a net basis, which negatively impacted our revenue by approximately $100 million, or 2%, compared to the three months ended February 28, 2023.

During the three months ended May 31, 2024, Europe revenue and revenue in constant currency decreased by $34.7 million and $33.6 million, respectively, as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue compared to the three months ended May 31, 2023 by approximately $90 million, or 2%, partially offset by an increase in our Endpoint Solutions portfolio.

During the six months ended May 31, 2024, Europe revenue and revenue in constant currency decreased by $437.9 million and $556.2 million, respectively, as compared to the prior year period.

The decrease from the prior year period was primarily driven by the market dynamics of the prior year which resulted in higher revenue from strong demand and backlog conversion in our Advanced Solutions portfolio.

A greater percentage of our revenue was presented on a net basis, which negatively impacted our revenue by approximately $200 million, or 2%, compared to the six months ended May 31, 2023.

The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S.

APJ Commentary

During the three months ended February 29, 2024, APJ revenue decreased by $11.3 million, primarily due to the impact of changes in foreign currencies.

During the three months ended February 29, 2024, APJ revenue in constant currency increased by $16.4 million, as compared to the prior year period, driven primarily by growth in our Advanced Solutions portfolio in the region.

During the three months ended May 31, 2024, APJ revenue and revenue in constant currency increased by $62.2 million and $98.9 million, respectively, as compared to the prior year period.

During the six months ended May 31, 2024, APJ revenue and revenue in constant currency increased by $50.9 million and $115.3 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in our Advanced Solutions portfolio in the region, partially offset by a decline in our Endpoint Solutions portfolio.

The impact of changes in foreign currencies is primarily due to the weakening of the Japanese yen against the U.S.

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

Non-GAAP gross profit & non-GAAP gross margin - Consolidated

(in thousands)

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change

Non-GAAP gross profit & non-GAAP gross margin - Consolidated (in thousands) (in thousands)

Revenue $ 13,947,908 $ 14,062,124 (0.8) % $ 27,923,161 $ 29,187,495 (4.3) %

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Our gross margin is affected by a variety of factors, including competition, selling prices, mix of products, the percentage of revenue that is presented on a net basis, 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 during the three months ended February 29, 2024, compared to the prior year period, primarily due to our improved gross margin along with a decrease in purchase accounting adjustments related to the Merger, partially offset by the decrease in revenues.

Our gross margin increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to margin expansion in strategic technologies, the presentation of additional revenues on a net basis which positively impacted our gross margin by approximately 23 basis points, and the decrease in purchase accounting adjustments related to the Merger.

During the three months ended February 29, 2024, non-GAAP gross profit decreased, as compared to the prior year period, primarily due to the decrease in revenues, partially offset by an improvement in gross margin.

During the three months ended February 29, 2024, non-GAAP gross margin increased, as compared to the prior year period, primarily due to margin expansion in strategic technologies and the presentation of additional revenues on a net basis.

Our gross profit increased during the three and six months ended May 31, 2024, compared to the prior year period, primarily due to a decrease in purchase accounting adjustments related to the Merger.

Our gross margin increased during the three and six months ended May 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenue on a net basis, which positively impacted our gross margin by approximately 27 and 25 basis points, respectively, and the decrease in purchase accounting adjustments related to the Merger.

During the three and six months ended May 31, 2024, non-GAAP gross profit was relatively flat, as compared to the prior year period, primarily due to a decrease in revenue, partially offset by an improvement in gross margin.

During the three and six months ended May 31, 2024, non-GAAP gross margin increased, as compared to the prior year period, primarily due to the presentation of additional revenue on a net basis.

Selling, General and Administrative Expenses

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

(in thousands)

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change

(in thousands) (in thousands)

Selling, general and administrative expenses $ 671,714 $ 673,698 (0.3) % $ 1,343,259 $ 1,327,921 1.2 %

Percentage of revenue 4.82 % 4.79 % 4.82 % 4.55 %

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.

During the three months ended February 29, 2024, selling, general and administrative expenses increased, compared to the prior year period, primarily due to higher personnel costs.

Selling, general and administrative expenses increased as a percentage of revenue, compared to the prior year period, primarily due to a decrease in revenue and higher personnel costs.

A greater percentage of our revenue was presented on a net basis which contributed to the increase in selling, general and administrative expenses as a percentage of revenue by approximately 15 basis points.

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

Selling, general and administrative expenses also include cost of warehouses, delivery centers and other non-integration facilities, share-based compensation expense, 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.

During the three months ended May 31, 2024, selling, general and administrative expenses slightly decreased, compared to the prior year period, primarily due to lower personnel costs in the quarter, partially offset by higher share-based compensation expense.

During the six months ended May 31, 2024, selling, general and administrative expenses increased, compared to the prior year period, primarily due to higher share-based compensation expense.

During the three and six months ended May 31, 2024, selling, general and administrative expenses increased as a percentage of revenue, compared to the prior year period, primarily due to the decrease in revenue.

A greater percentage of our revenue was presented on a net basis which contributed to the increase in selling, general and administrative expenses as a percentage of revenue for the three and six months ended May 31, 2024 by approximately 19 and 18 basis points, respectively.

Acquisition, Integration and Restructuring Costs

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger, along with $3.5 million of costs in fiscal year 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, costs related to the Global Business Optimization 2 Program initiated by Tech Data 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.

We do not expect to incur additional costs under the GBO 2 Program in future periods.

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 termination fees, and stock-based compensation expense.

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

Long-lived assets charges and termination fees include $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 to the Consolidated Financial Statements in Part I, Item 1 of this Report for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

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

We 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, we offered a voluntary severance program ("VSP") to certain co-workers in the U.S.

as part of our cost optimization efforts related to the Merger.

We 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 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

(in thousands)

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Voluntary severance program costs

2,893 — 10,113 —

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

During the three months ended February 29, 2024, acquisition and integration expenses related to the Merger decreased, compared to the prior year period, primarily due to decreases in stock-based compensation expense and long-lived assets charges and termination fees, partially offset by voluntary severance program costs.

During the three months ended May 31, 2024, acquisition and integration expenses related to the Merger slightly decreased, compared to the prior year period, primarily due to a decrease in stock-based compensation expense, partially offset by increases in long-lived assets charges and termination fees.

During the six months ended May 31, 2024, acquisition and integration expenses related to the Merger decreased, compared to the prior year period, primarily due to a decrease in stock-based compensation expense, partially offset by voluntary severance program costs.

Operating Income

The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the three months ended February 29, 2024 and February 28, 2023:

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change May 31, 2024 May 31, 2023 Percent Change

Non-GAAP operating income & non-GAAP operating margin - Consolidated

(in thousands)

(in thousands) (in thousands)

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

8 unchanged sentences

Non-GAAP operating margin 2.78 % 2.67 % 2.91 % 2.81 %

Consolidated operating income increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to decreases in acquisition, integration, and restructuring costs and the improvement in gross margin due to margin expansion in strategic technologies, partially offset by the decline in revenues and higher personnel costs.

Consolidated operating margin increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to the improvement in gross margin due to margin expansion in strategic technologies, the presentation of additional revenues on a net basis, and decreases in acquisition, integration, and restructuring costs, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decline in revenues and higher personnel costs.

Consolidated non-GAAP operating income decreased during the three months ended February 29, 2024, compared to the prior year period, primarily due to the decline in revenues and higher personnel costs, partially offset by an increase in gross margin due to margin expansion in strategic technologies.

Consolidated non-GAAP operating margin increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies and the presentation of additional revenues on a net basis, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decline in revenues and higher personnel costs.

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

Consolidated operating income increased during the three months ended May 31, 2024, compared to the prior year period, primarily due to an increase in gross profit, including the impact of lower purchase accounting adjustments related to the Merger, as well as lower personnel costs, partially offset by higher share-based compensation expense.

Consolidated operating income increased during the six months ended May 31, 2024, compared to the prior year period, primarily due to decreases in acquisition, integration and restructuring costs and purchase accounting adjustments related to the Merger, partially offset by higher share-based compensation expense.

Consolidated operating margin increased during the three months ended May 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenue on a net basis and lower purchase accounting adjustments related to the Merger.

Consolidated operating margin increased during the six months ended May 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenue on a net basis, and decreases in acquisition, integration and restructuring costs and purchase accounting adjustments related to the Merger, partially offset by higher share-based compensation expense.

Consolidated non-GAAP operating income increased during the three months ended May 31, 2024, compared to the prior year period, primarily due to the increase in gross profit and lower personnel costs.

Consolidated non-GAAP operating income decreased during the six months ended May 31, 2024, compared to the prior year period, primarily due to slightly higher selling, general and administrative expenses.

Consolidated non-GAAP operating margin increased during the three months ended May 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenue on a net basis and lower personnel costs.

Consolidated non-GAAP operating margin increased during the six months ended May 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenue on a net basis.

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change May 31, 2024 May 31, 2023 Percent Change

Non-GAAP operating income & non-GAAP operating margin - Americas

(in thousands)

(in thousands) (in thousands)

Revenue $ 8,557,573 $ 8,699,342 $ 16,460,669 $ 17,338,046

7 unchanged sentences

Non-GAAP operating margin 3.33 % 3.01 % 3.19 % 3.05 %

Americas operating income, on both a GAAP and non-GAAP basis, decreased during the three months ended February 29, 2024, as compared to the prior year period, primarily due to the decrease in revenues in the region.

Americas operating margin, on both a GAAP and non-GAAP basis, decreased during the three months ended February 29, 2024, compared to the prior year period, primarily due to higher selling, general and administrative expenses as a percentage of revenue due to the decrease in revenues, partially offset by increased gross margin due to the presentation of additional revenues on a net basis.

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

Americas operating income increased during the three months ended May 31, 2024, as compared to the prior year period, primarily due to increased gross profit in the region along with decreases in personnel costs and credit costs.

Americas operating income slightly increased during the six months ended May 31, 2024, as compared to the prior year period, primarily due to a decrease in acquisition, integration and restructuring costs, partially offset by the decrease in revenue.

Americas non-GAAP operating income increased during the three months ended May 31, 2024, as compared to the prior year period, primarily due to increased gross profit in the region along with decreases in personnel costs and credit costs.

Americas non-GAAP operating income slightly decreased during the six months ended May 31, 2024, as compared to the prior year period, primarily due to the decrease in revenue.

Americas operating margin, on both a GAAP and non-GAAP basis, increased during the three months ended May 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenue on a net basis, increased gross profit in the region, and decreases in personnel costs and credit costs.

Americas operating margin, on both a GAAP and non-GAAP basis, increased during the six months ended May 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenue on a net basis.

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change May 31, 2024 May 31, 2023 Percent Change

Non-GAAP operating income & non-GAAP operating margin - Europe

(in thousands)

(in thousands) (in thousands)

Revenue $ 4,426,775 $ 4,461,461 $ 9,544,027 $ 9,981,898

8 unchanged sentences

Non-GAAP operating margin 1.83 % 1.94 % 2.40 % 2.30 %

Europe operating income increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies, along with decreases in acquisition, integration and restructuring costs and purchase accounting adjustments, partially offset by the decline in revenues and an increase in personnel costs.

Europe operating margin increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies and the presentation of additional revenues on a net basis, along with decreases in acquisition, integration and restructuring costs and purchase accounting adjustments, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decrease in revenues and higher personnel costs.

Europe non-GAAP operating income increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies, partially offset by the decline in revenues and an increase in personnel costs.

Europe non-GAAP operating margin increased during the three months ended February 29, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies and the presentation of additional revenues on a net basis, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decrease in revenues and higher personnel costs.

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

Europe operating income and margin decreased during the three months ended May 31, 2024, compared to the prior year period, primarily due to an increase in acquisition, integration and restructuring costs and a decline in gross margin, partially offset by a decrease in purchase accounting adjustments.

Europe operating income and margin increased during the six months ended May 31, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies, a decrease in purchase accounting adjustments and a decrease in acquisition, integration and restructuring costs, partially offset by the decline in revenue.

Europe non-GAAP operating income and margin decreased during the three months ended May 31, 2024, compared to the prior year period, primarily due to a decline in gross margin.

Europe non-GAAP operating income was flat during the six months ended May 31, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies, partially offset by the decrease in revenue.

Europe non-GAAP operating margin increased during the six months ended May 31, 2024, compared to the prior year period, primarily due to an increase in gross margin due to margin expansion in strategic technologies.

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change May 31, 2024 May 31, 2023 Percent Change

Non-GAAP operating income & non-GAAP operating margin - APJ

(in thousands)

(in thousands) (in thousands)

Revenue $ 963,560 $ 901,321 $ 1,918,465 $ 1,867,551

7 unchanged sentences

Non-GAAP operating margin 2.29 % 3.04 % 3.05 % 3.24 %

During the three months ended February 29, 2024, APJ operating income and margin increased, on both a GAAP and non-GAAP basis, compared to the prior year period, primarily due to increased gross profit and gross margin in the region due to margin expansion in strategic technologies.

APJ operating income, on both a GAAP and non-GAAP basis, decreased during the three months ended May 31, 2024, compared to the prior year period, primarily due to decreased gross margin in the region and an increase in personnel costs, partially offset by an increase in revenue.

APJ operating income, on both a GAAP and non-GAAP basis, slightly decreased during the six months ended May 31, 2024, compared to the prior year period, primarily due to higher personnel costs in the region, partially offset by the increase in revenue.

APJ operating margin, on both a GAAP and non-GAAP basis, decreased during the three months ended May 31, 2024, compared to the prior year period, primarily due to decreased gross margin in the region and an increase in personnel costs.

APJ operating margin, on both a GAAP and non-GAAP basis, decreased during the six months ended May 31, 2024, compared to the prior year period, primarily due to higher personnel costs in the region.

Interest Expense and Finance Charges, Net

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

(in thousands)

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change

(in thousands) (in thousands)

Interest expense and finance charges, net $ 76,701 $ 74,285 3.3 % $ 152,592 $ 154,485 (1.2) %

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

During the three months ended February 29, 2024, our interest expense and finance charges, net decreased, compared to the prior year period, primarily due to higher income earned on our cash investments, partially offset by increased costs associated with the sale of accounts receivable due to higher discount fees, which totaled $ 16.0 million in the three months ended February 29, 2024, compared to $ 11.7 million in the three months ended February 28, 2023.

During the three months ended May 31, 2024, our interest expense and finance charges, net increased, compared to the prior year period.

The increase was primarily driven by increased costs associated with the sale of accounts receivable due to higher discount fees.

During the six months ended May 31, 2024, our interest expense and finance charges, net decreased, compared to the prior year period.

The decrease was primarily due to higher income earned on our cash investments, partially offset by increased costs associated with the sale of accounts receivable due to higher discount fees.

Accounts receivable discount fees totaled $ 16.6 million and $ 32.6 million in the three and six months ended May 31, 2024, respectively, compared to $ 12.0 million and $ 23.7 million in the three and six months ended May 31, 2023, respectively.

Other Expense, Net

Three Months Ended

February 29, 2024 February 28, 2023 Change in Dollars

(in thousands)

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Change in Dollars

(in thousands) (in thousands)

Other expense, net $ 3,091 $ 4,164 $ (1,073) $ 5,975 $ 4,320 $ 1,655

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Amounts recorded as other expense, net include 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.

During the three months ended February 29, 2024, our other expense, net increased, compared to the prior year period, primarily due to increased hedging costs.

During the three months ended May 31, 2024, our other expense, net was relatively flat compared to the prior year period.

During the six months ended May 31, 2024, our other expense, net increased, compared to the prior year period, primarily due to increased hedging costs.

Provision for Income Taxes

Three Months Ended

February 29, 2024 February 28, 2023 Percent Change

(in thousands)

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2023 Percent Change

(in thousands) (in thousands)

Provision for income taxes $ 40,551 $ 41,347 (1.9) % $ 92,220 $ 92,133 0.1 %

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Income taxes for the interim periods presented have been included in the accompanying Consolidated Financial Statements on the basis of an estimated annual effective tax rate.

During the three months ended February 29, 2024, our income tax expense slightly increased, compared to the prior year period, primarily due to higher income during the period, partially offset by a slightly lower effective tax rate.

The effective tax rate was slightly lower during the three months ended February 29, 2024 as compared to the three months ended February 28, 2023, primarily due to the relative mix of earnings and losses within the taxing jurisdictions in which we operate.

During the three months ended May 31, 2024, our income tax expense decreased, compared to the prior year period, primarily due to a lower effective tax rate, which was partially offset by higher income during the period.

The effective tax rate was lower during the three months ended May 31, 2024 as compared to the three months ended May 31, 2023, primarily due to the relative mix of earnings and losses within the taxing jurisdictions in which we operate.

During the six months ended May 31, 2024, our income tax expense was flat, compared to the prior year period, as higher income during the period was offset by a lower effective tax rate.

The effective tax rate was lower during the six months ended May 31, 2024 as compared to the six months ended May 31, 2023, primarily due to the relative mix of earnings and losses within the taxing jurisdictions in which we operate.

Net Income and Diluted EPS

The following tables present net income and diluted EPS as well as a reconciliation of our most comparable GAAP measures to the related non-GAAP measures presented:

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

Non-GAAP net income - Consolidated

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Non-GAAP net income $ 236,861 $ 228,980 $ 503,084 $ 508,215

Three Months Ended

Three Months Ended Six Months Ended

Non-GAAP diluted EPS

February 29, 2024 February 28, 2023

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

Diluted EPS (1)

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Unvested restricted stock awards granted to employees are considered participating securities.

For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9% and 0.8% of net income for the three months ended February 29, 2024 and February 28, 2023, respectively.

For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9% of net income for both the three and six months ended May 31, 2024, and wa s approximately 0.8% of net income for both the three and six months ended May 31, 2023.

Liquidity and Capital Resources

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Three Months Ended

February 29, 2024 November 30, 2023 February 28, 2023

May 31, 2024 November 30, 2023 May 31, 2023

(Amounts in thousands)

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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 21 days and 23 days as of February 29, 2024 and November 30, 2023, respectively.

Our CCC decreased as compared to November 30, 2023 primarily due to a decrease in DSO partially offset by a decrease in DPO, as both our accounts receivable and accounts payable balances declined due to the timing of cash receipts and payments.

Our CCC was 21 days and 26 days as of February 29, 2024 and February 28, 2023, respectively.

The decrease was primarily due to an increase in our DPO related to the timing of payments, along with a decrease in our DIO due to a decline in our inventory balances which were higher in the prior year as a result of strategic inventory purchases that occurred during fiscal year 2022.

Our CCC was 23 days as of both May 31, 2024 and November 30, 2023.

Our CCC remained flat as compared to November 30, 2023, with offsetting decreases in DSO and DPO as both our accounts receivable and accounts payable balances declined due to the timing of cash receipts and payments.

Our CCC was 23 days and 24 days as of May 31, 2024 and May 31, 2023, respectively.

The decrease was primarily due to a decrease in our DIO due to a decline in our inventory balances, partially offset by an increase in our DSO due to the timing of cash receipts.

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

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Operating Activities

Net cash provided by operating activities was $384.7 million during the three months ended February 29, 2024, compared to net cash used in operating activities of $102.8 million during the three months ended February 28, 2023.

The increase in net cash provided by operating activities was primarily due to a decrease in accounts receivable during the three months ended February 29, 2024 related to timing of cash receipts, partially offset by a decrease in inventory during the three months ended February 28, 2023 due to the ongoing sell-through of strategic inventory purchases that occurred during fiscal year 2022.

Net cash provided by operating activities was $270.0 million during the six months ended May 31, 2024, compared to net cash provided by operating activities of $604.8 million during the six months ended May 31, 2023.

The decrease in net cash provided by operating activities was primarily due to a larger decrease in inventory during the six months ended May 31, 2023 related to ongoing sell-through of strategic inventory purchases that occurred during fiscal year 2022, partially offset by a larger decrease in accounts payable during the six months ended May 31, 2023 correlated with the decrease in inventory.

Investing Activities

Net cash used in investing activities during the three months ended February 29, 2024 and February 28, 2023 was $67.9 million and $34.2 million, respectively.

Net cash used in investing activities during the six months ended May 31, 2024 and May 31, 2023 was $100.8 million and $64.5 million, respectively.

The increase in cash used in investing activities is primarily due to cash paid for the acquisition of a business of $26.2 million.

Financing Activities

Net cash used in financing activities during the three months ended February 29, 2024 was $311.2 million as compared to net cash provided by financing activities during the three months ended February 28, 2023 of $129.5 million.

The increase in cash used in financing activities is primarily due to a decrease in net short-term borrowings needed to fund working capital requirements, which totaled $56.1 million of net repayments during the three months ended February 29, 2024 compared to $303.3 million of net borrowings during the three months ended February 28, 2023.

Additionally, there was an increase in repurchases of common stock under our share repurchase program, which totaled $199.2 million during the three months ended February 29, 2024, compared to $114.8 million during the three months ended February 28, 2023.

Net cash used in financing activities during the six months ended May 31, 2024 was $17.5 million as compared to net cash used in financing activities during the six months ended May 31, 2023 of $247.1 million.

The decrease in cash used in financing activities is primarily due to the issuance of the 2034 Senior Notes for $600.0 million, partially offset by an increase in repurchases of common stock under our share repurchase program, which totaled $453.4 million during the six months ended May 31, 2024, compared to $174.8 million during the six months ended May 31, 2023, coupled with $45.4 million of net repayments of short-term borrowings during the six months ended May 31, 2024 compared to $29.4 million of net short-term borrowings during the six months ended May 31, 2023.

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 $1.0 billion as of February 29, 2024 and November 30, 2023.

Our cash and cash equivalents totaled $1.2 billion and $1.0 billion as of May 31, 2024 and November 30, 2023, respectively.

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

federal tax on repatriation into the United States.

federal tax on repatriation into the U.S..

Repatriation of some foreign balances is restricted by local laws.

If in the future we repatriate foreign cash back to the United States, we will report in our Consolidated Financial Statements the impact of state and withholding taxes depending upon the planned timing and manner of such repatriation.

Presently, we believe we have sufficient resources, cash flow and liquidity within the United States to fund current and expected future working capital, investment and other general corporate funding requirements.

If in the future we repatriate foreign cash back to the U.S., we will report in our Consolidated Financial Statements the impact of state and withholding taxes depending upon the planned timing and manner of such repatriation.

Presently, we believe we have sufficient resources, cash flow and liquidity within the U.S.

to fund current and expected future working capital, investment and other general corporate funding requirements.

We believe that our available cash and cash equivalents balances, cash flows from operations and our existing sources of liquidity, including available capacity under our borrowing facilities, will be sufficient to enable the repayment of $700.0 million of our Senior Notes due in August 2024 and satisfy our current and planned working capital and investment needs for the next twelve months in all geographies.

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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.

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

AR Arrangement").

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AR Arrangement, as amended December 11, 2023 and March 29, 2024, has a maturity date of December 2025.

We also have a credit agreement, dated as of April 16, 2021 and amended May 22, 2023 (as amended, 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 and, 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.

We also have an amended and restated credit agreement, dated as of April 16, 2024 (as amended, 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.

There were no amounts outstanding under the U.S.

AR Arrangement or the TD SYNNEX revolving credit facility at February 29, 2024 or November 30, 2023.

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

AR Arrangement or the TD SYNNEX Revolving Credit Facility at May 31, 2024 or November 30, 2023.

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

The TD SYNNEX Term Loan has a maturity date of 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 our prior notice to the lenders.

On April 19, 2024, we entered into a Term Loan Credit Agreement (the "2024 Term Loan Credit Agreement") which provides for a senior unsecured term loan in the 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 2024 Term Loan will mature on September 1, 2027.

We have 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.

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

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 on these facilities 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 on these facilities at November 30, 2023, at a weighted average interest rate of 7.52%.

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

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

We had total outstanding borrowings of approximately $4.0 billion and $4.1 billion as of February 29, 2024 and November 30, 2023, respectively.

Our outstanding borrowings include Senior Notes of $2.5 billion at both February 29, 2024 and November 30, 2023, and term loans under the term loan facility of the TD SYNNEX Credit Agreement of approximately $1.3 billion and $1.4 billion at February 29, 2024 and November 30, 2023, respectively.

We had total outstanding borrowings of approximately $4.6 billion and $4.1 billion as of May 31, 2024 and November 30, 2023, respectively.

Our outstanding borrowings include Senior Notes of $3.1 billion and $2.5 billion as of May 31, 2024 and November 30, 2023, respectively, and term loans described above as the TD SYNNEX Term Loan and 2024 Term Loan of approximately $1.3 billion and $1.4 billion at May 31, 2024 and November 30, 2023, respectively.

For additional information on our borrowings, see Note 10 - Borrowings to the Consolidated Financial Statements included in Part I, Item 1 of this Report.

With respect to our $700.0 million of 1.25% Senior Notes due August 9, 2024, we are currently assessing our debt structure ahead of the maturity date, and our current intention is to refinance some or all of that debt prior to its maturity.

With respect to our $700.0 million of 1.250% Senior Notes due August 9, 2024, our current intention is to repay these notes on or before their maturity date primarily using funds received from the issuance of our $600.0 million of 6.10% Senior Notes due April 12, 2034.

Accounts Receivable Purchase Agreements

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

At February 29, 2024 and November 30, 2023, we had a total of $1.2 billion and $864.6 million, respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

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

At May 31, 2024 and November 30, 2023, we had a total of $1.2 billion and $864.6 million, respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

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 in the three and six months ended May 31, 2023, respectively.

Share Repurchase Program

In January 2023, the Board of Directors authorized a three-year $1.0 billion share repurchase program pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions.

We repurchased 2.0 million shares of common stock for $199.2 million and 1.2 million shares of common stock for $114.8 million in the three months ended February 29, 2024 and February 28, 2023, respectively.

As of February 29, 2024, we had $196.7 million available for future repurchases of our common stock.

In March 2024, the Board of Directors authorized a new $2.0 billion share repurchase program, supplementing the existing program of which $196.7 million remains, 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.

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, supplementing the amount remaining under the existing program, pursuant to which we may repurchase our 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 authorization does not have an expiration date.

We repurchased 2.3 million shares of common stock for $254.2 million and 4.2 million shares for $453.4 million in the three and six months ended May 31, 2024, respectively and 0.7 million shares for $60.0 million and 1.8 million shares for $174.8 million during the three and six months ended May 31, 2023, respectively.

As of May 31, 2024, we had $1.9 billion available for future repurchases of our common stock.

For additional information on our share repurchase program, see Note 5 - Stockholders' Equity to the Consolidated Financial Statements included in Part I, Item 1 of this Report.

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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 consolid ate.

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

Related Party Transactions

For a summary of related party transactions, see Note 13 - Related Party Transactions to the Consolidated Financial Statements, which can be found under Part I, Item 1 of this Report.

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

Critical Accounting Policies and Estimates

During the three months ended February 29, 2024, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023.

During the six months ended May 31, 2024, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023.

Recently Issued Accounting Pronouncements

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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 2. Management’s Discussion and Analysis