What changed in this filing

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Item 1. Financial Statements

2024-10-03 compared with 2024-07-03 · 166 added, 132 removed, 553 unchanged (35% of the section changed)

3 unchanged sentences

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

May 31, 2024 November 30, 2023

August 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 both May 31, 2024 and November 30, 2023

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

Additional paid-in capital 7,458,088 7,435,274

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

Treasury stock, 14,742 and 10,343 shares as of August 31, 2024 and November 30, 2023, respectively

( 1,436,868 ) ( 949,714 )

8 unchanged sentences

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023

Revenue $ 14,684,712 $ 13,960,615 $ 42,607,873 $ 43,148,110

20 unchanged sentences

(currency in thousands)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023

Net income $ 178,556 $ 139,262 $ 494,289 $ 439,369

Other comprehensive (loss) income:

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

Other comprehensive income:

Unrealized gains on cash flow hedges during the period, net of tax expense of $ 0 for both the three months ended August 31, 2024 and 2023, respectively, and $ 0 and $( 235 ) for the nine months ended August 31, 2024 and 2023, respectively

Reclassification of net (gains) on cash flow hedges to net income, net of tax expense of $ 0 and $ 880 for the three months ended August 31, 2024 and 2023, respectively, and $ 0 and $ 1,766 for the nine months ended August 31, 2024 and 2023, respectively

— ( 2,756 ) — ( 5,453 )

1 unchanged sentence

— ( 2,756 ) — ( 4,751 )

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

Foreign currency translation adjustments and other, net of tax benefit of $ 3,487 and $ 2,807 for the three months ended August 31, 2024 and 2023, respectively, and $ 2,829 and $ 6,355 for the nine months ended August 31, 2024 and 2023, respectively

100,043 77,802 55,007 224,501

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

Reclassification of net foreign currency translation adjustment realized upon sale of foreign subsidiary, net of tax expense of $ 0 for both the three and nine months ended August 31, 2024 and 2023, respectively

— ( 578 ) — ( 578 )

Other comprehensive income 100,043 74,468 55,007 219,172

Comprehensive income $ 278,599 $ 213,730 $ 549,296 $ 658,541

4 unchanged sentences

(currency in thousands, except per share amounts)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023

Total Stockholders' equity, beginning balance $ 7,956,460 $ 8,268,770 $ 8,183,182 $ 8,025,506

18 unchanged sentences

Beginning balance ( 552,284 ) ( 575,006 ) ( 507,248 ) ( 719,710 )

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

Other comprehensive income 100,043 74,468 55,007 219,172

Ending balance ( 452,241 ) ( 500,538 ) ( 452,241 ) ( 500,538 )

6 unchanged sentences

(currency in thousands)

Six Months Ended

May 31, 2024 May 31, 2023

Nine Months Ended

August 31, 2024 August 31, 2023

Cash flows from operating activities:

17 unchanged sentences

Acquisition of businesses, net of cash acquired

Settlement of net investment hedges

( 14,840 ) ( 556 )

Other ( 8,259 ) ( 5,184 )

8 unchanged sentences

( 7,728 ) ( 8,593 )

Net (repayments) borrowings on revolving credit loans ( 45,433 ) 29,424

Net borrowings (repayments) on revolving credit loans

105,289 ( 27,457 )

Principal payments on long-term debt ( 1,485,608 ) ( 52,746 )

Borrowings on long term debt

1,349,376 51,837

Cash paid for debt issuance costs

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents

( 11,848 ) 36,098

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

Net (decrease) increase in cash and cash equivalents ( 179,853 ) 728,016

Cash and cash equivalents at beginning of period

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 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 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").

The accompanying interim unaudited Consolidated Financial Statements as of August 31, 2024 and for the three and nine months ended August 31, 2024 and August 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.

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

Through August 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 and six months ended May 31, 2024 and 2023

For the three and nine months ended August 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 Six Months Ended

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

11 % N/A ( 1 )

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023

11 % 10 % 12 % 10 %

Cisco Systems, Inc.

3 unchanged sentences

( 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.

One customer accounted for 13 % and 12 % of the Company's total revenue during the three and nine months ended August 31, 2024, respectively.

One customer accounted for 11 % of the Company's total revenue during both the three and nine months ended August 31, 2023.

As of August 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 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.

As of August 31, 2024 and November 30, 2023, accounts receivable sold to and held by the financial institutions under these programs were $ 1.0 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 $ 16.6 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.

Discount fees for these programs totaled $ 16.4 million and $ 49.0 million in the three and nine months ended August 31, 2024, respectively, and $ 12.5 million and $ 36.2 million for the three and nine months ended August 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 and six months ended May 31, 2024 and 2023

For the three and nine months ended August 31, 2024 and 2023

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

19 unchanged sentences

Disaggregated revenue disclosure is presented in Note 12 – Segment Information.

Reclassifications

Certain reclassifications have been made to prior period amounts in the Consolidated Financial Statements to conform to the current period presentation.

These reclassifications did not have a material impact on previously reported amounts.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2024 and 2023

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

Recently Adopted Accounting Pronouncements

5 unchanged sentences

For the required disclosures of key terms and amounts outstanding under the Company’s supplier finance programs, see Note 11 – Supplier Finance Programs.

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 )

Recently Issued Accounting Pronouncements

11 unchanged sentences

The Company is currently evaluating the impact the new accounting standard will have on its income tax disclosures in the notes to the consolidated financial statements.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2024 and 2023

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

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 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.

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger (as defined below) and 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 nine months ended August 31, 2024 and $ 3.0 million and $ 9.0 million during the three and nine months ended August 31, 2023, respectively.

Acquisition, integration and restructuring costs related to other acquisitions were $ 0.7 million and $ 1.9 million during the three and nine months ended August 31, 2024, respectively.

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

1 unchanged sentence

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.

The Company has substantially completed the acquisition, integration and restructuring activities related to the Merger.

Therefore, there were no material related expenses recorded within acquisition, integration and restructuring costs for the three months ended August 31, 2024 and there are no material expenses expected in future periods.

The Company previously 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.

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

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

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.

Long-lived assets charges and termination fees include accelerated depreciation and amortization expense of $ 5.5 million recorded during the nine months ended August 31, 2024 and $ 4.7 million and $ 16.2 million recorded during the three and nine months ended August 31, 2023, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $ 17.0 million recorded during the nine months ended August 31, 2024 and $ 0.4 million and $ 12.9 million recorded during the three and nine months ended August 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.

1 unchanged sentence

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

The Company incurred $ 10.1 million of costs in connection with the VSP during the nine months ended August 31, 2024, including $ 8.0 million of severance costs and $ 2.1 million of duplicative labor costs, and $ 37.2 million during the three and nine months ended August 31, 2023, including $ 30.0 million of severance costs and $ 7.2 million of duplicative labor costs.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2024 and 2023

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

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023

(currency in thousands)

9 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 six months ended May 31, 2024.

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

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

3 unchanged sentences

Exercised ( 96 )

Balances as of May 31, 2024

Balances as of August 31, 2024

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 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 May 31, 2024

Non-vested as of August 31, 2024

__________________

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

(1) During the nine months ended August 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 Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 August 31, 2024 August 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 or six months ended May 31, 2024.

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.

The Company recorded $ 9.6 million and $ 29.2 million of share-based compensation expense related to these restricted shares in “Acquisition, integration, and restructuring costs” during the three and nine months ended August 31, 2023, respectively.

NOTE 5— STOCKHOLDERS' EQUITY:

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 31, 2024 and 2023

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

5 unchanged sentences

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:

As of August 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 nine months ended August 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 ( 374 ) 94.38

Treasury stock balance as of May 31, 2024

Treasury stock balance as of August 31, 2024

14,742 $ 97.47

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 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.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the nine months ended August 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 August 31, 2024.

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

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 .

On September 26, 2024 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.40 per common share payable on October 25, 2024 to stockholders of record as of the close of business on October 11, 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 and six months ended May 31, 2024 and 2023

For the three and nine months ended August 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 Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023

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

19 unchanged sentences

The following table summarizes accounts receivable, net:

May 31, 2024 November 30, 2023

August 31, 2024 November 30, 2023

(currency in thousands)

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 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:

May 31, 2024 November 30, 2023

August 31, 2024 November 30, 2023

(currency in thousands)

7 unchanged sentences

Write-offs, recoveries, reclassifications and foreign exchange translation ( 35,111 )

Balance as of May 31, 2024

Balance as of August 31, 2024

Allowance for receivables from vendors:

3 unchanged sentences

Write-offs, recoveries, reclassifications and foreign exchange translation ( 66 )

Balance as of May 31, 2024

Balance as of August 31, 2024

NOTE 8— DERIVATIVE INSTRUMENTS:

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 31, 2024 and 2023

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

7 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 May 31, 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 August 31, 2024.

Net Investment Hedges

The Company has entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges.

The Company has entered into foreign currency forward contracts, as well as foreign currency forward contracts combined with zero cost foreign exchange collar contracts, to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges.

The Company entered into the net investment hedges to offset the risk of change in the U.S.

7 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 and nine months ended August 31, 2024 and 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)

May 31, 2024 November 30, 2023

August 31, 2024 November 30, 2023

Derivative instruments not designated as hedging instruments:

6 unchanged sentences

Other long-term liabilities 21,116 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 )

Foreign exchange collar contracts (notional value) $ 300,000 $ —

Other long-term assets 40 —

Other long-term liabilities 708 —

Volume of Activity

The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Czech koruna, Danish krone, Euro, Indian rupee, Indonesian rupiah, Japanese yen, Mexican peso, Norwegian krone, Philippine peso, Polish zloty, Singapore dollar, Swedish krona, Swiss franc and Turkish lira that will be bought or sold at maturity.

The notional amounts of foreign exchange collar contracts represent the amounts of put and call options to sell or purchase Euros at a predetermined strike price.

The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss.

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 and nine months ended August 31, 2024 and 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 Six Months Ended

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

Three Months Ended Nine Months Ended

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

(currency in thousands)

Derivative instruments not designated as hedging instruments:

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

(Losses) gains recognized from foreign exchange contracts, net⁽¹⁾ Cost of revenue $ ( 5,699 ) $ ( 18,603 ) $ 749 $ ( 43,115 )

(Losses) gains recognized from foreign exchange contracts, net⁽¹⁾ Other expense, net ( 2,210 ) 2,044 ( 444 ) ( 3,181 )

1 unchanged sentence

Derivative instruments designated as cash flow hedges:

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

Gains recognized in OCI on interest rate swaps $ — $ — $ — $ 937

Gains on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ — $ 3,636 $ — $ 7,219

Derivative instruments designated as net investment hedges:

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

Losses recognized in OCI on foreign exchange forward contracts $ ( 12,660 ) $ ( 12,580 ) $ ( 8,088 ) $ ( 27,237 )

Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 3,122 $ 2,303 $ 7,766 $ 6,889

Losses recognized in OCI on foreign exchange collar contracts (2)

$ ( 668 ) $ — $ ( 668 ) $ —

____________________________

(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.

(2) The company had no foreign exchange collar contracts outstanding during the three and nine months ended August 31, 2023.

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

There are no existing gains or losses in AOCI expected to be reclassified into earnings in the normal course of business within the next 12 months.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 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.

There are no existing gains or losses in AOCI expected to be reclassified into earnings in the normal course of business within the next 12 months.

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

6 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 May 31, 2024

As of August 31, 2024

As of November 30, 2023

3 unchanged sentences

Forward foreign currency exchange contracts not designated as hedges $ 9,025 $ — $ 9,025 $ — $ 4,326 $ — $ 4,326 $ —

Foreign exchange collar contracts designated as net investment hedges (1)

40 — 40 — — — — —

Forward foreign currency exchange contracts not designated as hedges $ 12,458 $ — $ 12,458 $ — $ 9,756 $ — $ 9,756 $ —

Forward foreign currency exchange contracts designated as net investment hedges 21,663 — 21,663 — 36,376 — 36,376 —

Foreign exchange collar contracts designated as net investment hedges (1)

708 — 708 — — — — —

(1) The company had no foreign exchange collar contracts outstanding as of November 30, 2023 .

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.

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 (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.

The fair values of foreign exchange collar contracts are measured using the cash flows of the contracts, discount rates to account for the passage of time, implied volatility and current foreign exchange market data, which are all based on inputs readily available in public markets.

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 31, 2024 and 2023

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

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 $ 2.3 billion and $ 2.2 billion as of August 31, 2024 and November 30, 2023, respectively.

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

NOTE 10— BORROWINGS:

Borrowings consist of the following:

May 31, 2024 November 30, 2023

August 31, 2024 November 30, 2023

(currency in thousands)

TD SYNNEX U.S.

Accounts Receivable Securitization Agreement

Current portion of TD SYNNEX Senior Notes

$ 700,000 $ 700,000

Current portion of term loans

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current portion of unamortized debt discount and issuance costs

( 28 ) ( 109 )

Borrowings, current $ 314,198 $ 983,585

10 unchanged sentences

U nder the terms of the U.S.

AR Arrangement, as amended December 11, 2023 and March 29, 2024, the Company and its subsidiaries that are party to the U.S.

AR Arrangement, as amended December 11, 2023, March 29, 2024 and August 1, 2024, the Company and its subsidiaries that are party to the U.S.

AR Arrangement can borrow up to a maximum of $ 1.5 billion based upon eligible trade accounts receivable.

4 unchanged sentences

A facility fee is payable on the adjusted commitment of the lenders, to accrue at different tiers ranging between 0.30 % per annum and 0.40 % per annum depending on the amount of outstanding advances from time to time.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2024 and 2023

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

Under the terms of the U.S.

1 unchanged sentence

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 $ 3.1 billion and $ 3.4 billion as of May 31, 2024 and November 30, 2023, respectively.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.5 billion and $ 3.4 billion as of August 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.

Any amounts received under the U.S.

Any amounts borrowed under the U.S.

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

There was $ 31.0 million outstanding under the U.S.

AR Arrangement at August 31, 2024 at an interest rate of 6.21 %.

There were no amounts outstanding under the U.S.

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

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 )

AR Arrangement at November 30, 2023.

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.

There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at August 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.

2 unchanged sentences

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.

There was $ 581.3 million and $ 1.4 billion outstanding on the TD SYNNEX Term Loan as of August 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).

1 unchanged sentence

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 May 31, 2024 and November 30, 2023, respectively.

The effective interest rate for the TD SYNNEX Term Loan was 6.72 % and 6.82 % as of August 31, 2024 and November 30, 2023, respectively.

TD SYNNEX Term Loan Credit Agreement

6 unchanged sentences

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

On August 9, 2021, the Company completed its offering of $ 2.5 billion aggregate principal amount of senior unsecured notes, consisting of $ 700.0 million of 1.250 % senior notes due August 9, 2024 , $ 700.0 million of 1.750 % senior notes due August 9, 2026 , $ 600.0 million of 2.375 % senior notes due August 9, 2028 , and $ 500.0 million of 2.650 % senior notes due August 9, 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

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).

The effective interest rate for the 2024 Term Loan was 6.60 % as of August 31, 2024.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 31, 2024 and 2023

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

TD SYNNEX Senior Notes

On August 9, 2021, the Company completed its offering of $ 2.5 billion aggregate principal amount of senior unsecured notes, consisting of $ 700.0 million of 1.250 % senior notes due August 9, 2024 which were repaid at maturity, $ 700.0 million of 1.750 % senior notes due August 9, 2026 , $ 600.0 million of 2.375 % senior notes due August 9, 2028 , and $ 500.0 million of 2.650 % senior notes due August 9, 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

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

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").

4 unchanged sentences

The Company incurred $ 6.1 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.

The Company used the net proceeds from the 2034 Senior Notes Offering, together with other available funds, to repay the $ 700.0 million aggregate principal amount of the 1.250 % Senior Notes that were 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 redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to (i) July 9, 2026 (the “2026 Par Call Date”) in the case of the 2026 Senior Notes, (ii) June 9, 2028 (the “2028 Par Call Date”) in the case of the 2028 Senior Notes, (iii) May 9, 2031 in the case of the 2031 Senior Notes (the “2031 Par Call Date”) and (iv) January 12, 2034 in the case of the 2034 Senior Notes (the "2034 Par Call Date" and, together with 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”), 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 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 $ 569.6 million in borrowing capacity as of May 31, 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 $ 580.9 million in borrowing capacity as of August 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 $ 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 %.

There was $ 283.2 million outstanding on these facilities at August 31, 2024, at a weighted average interest rate of 6.83 %, 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 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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2024 and 2023

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

At August 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 $ 45.1 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 U.S.

dollars at May 31, 2024 exchange rates.

dollars at August 31, 2024 exchange rates.

Covenant Compliance

1 unchanged sentence

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

As of 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 and six months ended May 31, 2024 and 2023

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

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

NOTE 11 – SUPPLIER FINANCE PROGRAMS:

5 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 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.

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

As of August 31, 2024 and November 30, 2023, the Company had $ 2.6 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 May 31, 2024

Three Months Ended August 31, 2024

Revenue $ 9,090,011 $ 4,591,161 $ 1,003,540 $ 14,684,712

Operating income 220,900 57,415 24,564 302,879

Three Months Ended May 31, 2023

Three Months Ended August 31, 2023

Revenue $ 8,879,585 $ 4,227,590 $ 853,440 $ 13,960,615

Operating income 192,606 29,531 18,096 240,233

Six Months Ended May 31, 2024

Nine Months Ended August 31, 2024

Revenue $ 25,550,680 $ 14,135,188 $ 2,922,005 $ 42,607,873

Operating income 589,866 200,100 79,433 869,399

Six Months Ended May 31, 2023

Nine Months Ended August 31, 2023

Revenue $ 26,217,631 $ 14,209,488 $ 2,720,991 $ 43,148,110

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and nine months ended August 31, 2024 and 2023

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

23 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements