What changed in this filing

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Item 1. Financial Statements

2025-04-02 compared with 2024-10-03 · 254 added, 242 removed, 477 unchanged (51% of the section changed)

3 unchanged sentences

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

August 31, 2024 November 30, 2023

February 28, 2025 November 30, 2024

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 August 31, 2024 and November 30, 2023

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both February 28, 2025 and November 30, 2024

Additional paid-in capital 7,446,315 7,437,688

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

Treasury stock, 15,796 and 15,289 shares as of February 28, 2025 and November 30, 2024, respectively

( 1,595,512 ) ( 1,513,017 )

8 unchanged sentences

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

Three Months Ended Nine Months Ended

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

Three Months Ended

February 28, 2025 February 29, 2024

Revenue $ 14,531,707 $ 13,975,253

20 unchanged sentences

(currency in thousands)

Three Months Ended Nine Months Ended

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

Three Months Ended

February 28, 2025 February 29, 2024

Net income $ 167,537 $ 172,128

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 )

Other comprehensive loss:

Unrealized losses on cash flow hedges during the period, net of tax benefit of $ 0 and $ 0 for the three months ended February 28, 2025 and February 29, 2024, respectively.

Reclassification of net gains on cash flow hedges to net income, net of tax benefit of ($ 3 ) and $ 0 for the three months ended February 28, 2025 and February 29, 2024, respectively.

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

— ( 2,756 ) — ( 4,751 )

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

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

Foreign currency translation adjustments and other, net of tax expense of ($ 3,602 ) and ($ 1,348 ) for the three months ended February 28, 2025 and February 29, 2024, respectively.

( 41,125 ) ( 31,824 )

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

Other comprehensive loss ( 41,488 ) ( 31,824 )

Comprehensive income $ 126,049 $ 140,304

4 unchanged sentences

(currency in thousands, except per share amounts)

Three Months Ended Nine Months Ended

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

Three Months Ended

February 28, 2025 February 29, 2024

Total Stockholders' equity, beginning balance $ 8,035,434 $ 8,183,182

2 unchanged sentences

Share-based compensation 21,861 17,490

Common stock issued and treasury stock reissued for employee benefit plans

Treasury stock reissued for employee benefit plans

( 13,234 ) ( 13,944 )

13 unchanged sentences

Beginning balance ( 645,117 ) ( 507,248 )

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

Other comprehensive loss ( 41,488 ) ( 31,824 )

Ending balance ( 686,605 ) ( 539,072 )

6 unchanged sentences

(currency in thousands)

Nine Months Ended

August 31, 2024 August 31, 2023

Three Months Ended

February 28, 2025 February 29, 2024

Cash flows from operating activities:

Net income $ 167,537 $ 172,128

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

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

Depreciation and amortization 99,710 100,619

9 unchanged sentences

Other operating assets and liabilities 187,549 ( 422,687 )

Net cash provided by operating activities 655,783 1,196,705

Net cash (used in) provided by operating activities ( 747,997 ) 384,709

Cash flows from investing activities:

2 unchanged sentences

Acquisition of businesses, net of cash acquired

Settlement of net investment hedges

( 3,793 ) ( 28,443 )

4 unchanged sentences

( 37,220 ) ( 35,652 )

Proceeds from issuance of common stock and reissuances of treasury stock

Proceeds from reissuance of treasury stock

Repurchases of common stock

5 unchanged sentences

Principal payments on long-term debt ( 627 ) ( 18,204 )

Borrowings on long term debt

1,349,376 51,837

Cash paid for debt issuance costs

Net cash used in financing activities ( 655,436 ) ( 405,621 )

Net cash provided by (used in) financing activities 288,596 ( 311,207 )

Effect of exchange rate changes on cash and cash equivalents

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

( 13,582 ) ( 8,422 )

Net decrease in cash and cash equivalents ( 517,515 ) ( 2,830 )

Cash and cash equivalents at beginning of period

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

3 unchanged sentences

the Americas, Europe and Asia-Pacific and Japan ("APJ").

The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, majority-owned subsidiaries in which no substantive participating rights are held by minority stockholders and variable interest entities if the Company is the primary beneficiary.

The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities if the Company is the primary beneficiary.

All intercompany accounts and transactions have been eliminated.

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

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").

The accompanying interim unaudited Consolidated Financial Statements as of February 28, 2025 and for the three months ended February 28, 2025 and February 29, 2024 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 August 31, 2024, the Company has not experienced any material credit losses on such deposits and derivative instruments.

Through February 28, 2025, 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 nine months ended August 31, 2024 and 2023

For the three months ended February 28, 2025 and February 29, 2024

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

Accounts receivable include amounts due from customers, including related party customers.

Accounts receivable include amounts due from customers, including related parties.

Receivables from vendors, net, includes amounts due from original equipment manufacturer ("OEM") vendors primarily in the technology industry.

3 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 Nine Months Ended

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

11 % 10 % 12 % 10 %

Cisco Systems, Inc.

10 % N/A ( 1 )

Three Months Ended

February 28, 2025 February 29, 2024

10 % N/A ( 1 )

1 unchanged sentence

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

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.

One customer accounted for 10 % of the Company's total revenue during both the three months ended February 28, 2025 and February 29, 2024.

As of February 28, 2025 and November 30, 2024, 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 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.

As of February 28, 2025 and November 30, 2024, accounts receivable sold to and held by the financial institutions under these programs were $ 1.3 billion and $ 1.2 billion, 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 $ 16.4 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.

Discount fees for these programs totaled $ 12.0 million and $ 16.0 million in the three months ended February 28, 2025 and February 29, 2024, respectively.

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

1 unchanged sentence

These historical patterns may not be repeated in subsequent periods.

Revenue Recognition

The Company generates revenue primarily from the sale of various IT products.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

Revenue Recognition

The Company generates revenue primarily from the sale of various IT products.

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

7 unchanged sentences

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

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

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

13 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

Recently Adopted Accounting Pronouncements

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

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

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

The Company adopted this standard during the fiscal quarter ended February 29, 2024, except for the rollforward requirement which will be effective for the Company beginning with the quarter ending February 28, 2025.

The adoption of the new standard did not have an impact on the Company’s results of operations, financial condition, or cash flows.

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

Recently Issued Accounting Pronouncements

1 unchanged sentence

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

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

Early adoption is permitted.

The amendments in ASU 2023-07 will first be applied in the Company's Annual Report on Form 10-K for the fiscal year ending November 30, 2025, and for subsequent interim periods.

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

6 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 )

In November 2024, the FASB issued an accounting standards update, ASU 2024-03, which requires new tabular disclosures in the notes to consolidated financial statements, disaggregating certain cost and expense categories within relevant captions on the Consolidated Statements of Operations.

The prescribed cost and expense categories requiring disaggregated disclosures include purchases of inventory, employee compensation, depreciation and intangible asset amortization, along with certain other expense disclosures already required by U.S.

GAAP that would need to be integrated within the new tabular disaggregated expense disclosures.

Additionally, the amendments also require the disclosure of total selling expenses and an entity's definition of those expenses.

The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026, which for the Company would be the fiscal year ending November 30, 2028, and for subsequent interim periods.

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

Retrospective application is permitted.

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

NOTE 3— ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

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.

Acquisition, integration and restructuring costs during the three months ended February 29, 2024 were comprised of costs related to the Merger (as defined below).

There were no acquisition, integration and restructuring costs related to other acquisitions during the three months ended February 29, 2024.

Acquisition, integration and restructuring costs related to other acquisitions were $ 1.1 million during the three months ended February 28, 2025.

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

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

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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2025 and February 29, 2024

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

The Company completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024.

There were no related expenses recognized during the three months ended February 28, 2025 and there are no related 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, and long-lived assets charges and termination fees.

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 $ 5.5 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.

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

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

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

The Company incurred $ 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

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

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

Three Months Ended

February 29, 2024

(currency in thousands)

2 unchanged sentences

Long-lived assets charges and termination fees 7,037

Stock-based compensation — 11,912 — 34,472

Voluntary severance program costs

— 37,178 10,113 37,178

Total $ 31,649

NOTE 4— SHARE-BASED COMPENSATION:

Overview of TD SYNNEX Stock Incentive Plans

Overview of Stock Incentive Plans

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 nine months ended August 31, 2024.

The following tables summarize the Company's share-based awards activity for stock incentive plans during the three months ended February 28, 2025.

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

3 unchanged sentences

Exercised ( 58 )

Balances as of August 31, 2024

Balances as of February 28, 2025

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

5 unchanged sentences

Attainment adjustments (1)

Non-vested as of August 31, 2024

Non-vested as of February 28, 2025

__________________

(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 Nine Months Ended

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

(currency in thousands)

Selling, general and administrative expenses $ 16,176 $ 8,530 $ 47,096 $ 29,252

Acquisition, integration and restructuring costs — 2,312 — 5,290

Total share-based compensation expense $ 16,176 $ 10,842 $ 47,096 $ 34,542

Tech Data Equity Awards

Prior to the Merger, certain of Tech Data’s employees were granted performance-based equity awards in Tiger Parent Holdings L.P., a partnership entity that was the parent company of Tiger Parent (AP) Corporation and Tech Data, that were unvested at the time of the closing of the Merger.

Upon closing of the Merger, the unvested performance-based equity awards were converted into restricted shares of TD SYNNEX that vested over two years .

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 nine months ended August 31, 2024.

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.

(1) During the three months ended February 28, 2025, the attainment on PRSUs vested was adjusted to reflect actual performance.

The Company recorded $ 21.9 million and $ 17.5 million of share-based compensation expense during the three months ended February 28, 2025 and February 29, 2024, respectively within "Selling, general and administrative expenses" in the Consolidated Statements of Operations for stock incentive plans.

NOTE 5— STOCKHOLDERS' EQUITY:

1 unchanged sentence

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

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

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

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

As of 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:

As of February 28, 2025, the Company had $ 1.7 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 three months ended February 28, 2025 is summarized as follows:

(shares in thousands, except per share amounts)

5 unchanged sentences

Shares of treasury stock reissued for employee benefit plans ( 233 ) 98.97

Treasury stock balance as of August 31, 2024

Treasury stock balance as of February 28, 2025

15,796 $ 101.01

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 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 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.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the three months ended February 28, 2025 and February 29, 2024 excludes amounts related to excise tax that when accrued are included in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets.

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

On March 27, 2025 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.44 per common share payable on April 25, 2025 to stockholders of record as of the close of business on April 11, 2025 .

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

NOTE 6— EARNINGS PER COMMON SHARE:

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

Three Months Ended Nine Months Ended

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

Three Months Ended

February 28, 2025 February 29, 2024

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

14 unchanged sentences

_________________________

(1) RSAs granted by the Company are considered participating securities.

Income available to participating securities was immaterial in all periods presented .

(1) Diluted EPS is calculated using the two-class method.

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% of net income for both the three months ended February 28, 2025 and February 29, 2024.

NOTE 7— BALANCE SHEET COMPONENTS:

1 unchanged sentence

The following table summarizes accounts receivable, net:

August 31, 2024 November 30, 2023

February 28, 2025 November 30, 2024

(currency in thousands)

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

Receivables from vendors, net:

The following table summarizes receivables from vendors, net:

August 31, 2024 November 30, 2023

(currency in thousands)

Receivables from vendors $ 872,033 $ 976,453

Allowance for doubtful accounts ( 8,651 ) ( 12,119 )

Receivables from vendors, net $ 863,382 $ 964,334

Allowance for doubtful trade receivables:

3 unchanged sentences

Write-offs, recoveries, reclassifications and foreign exchange translation ( 9,618 )

Balance as of August 31, 2024

Allowance for receivables from vendors:

The following table summarizes the changes to the allowance for receivables from vendors (currency in thousands):

Balance as of February 28, 2025

Accumulated other comprehensive loss:

The components of accumulated other comprehensive loss (“AOCI”), net of taxes, were as follows:

Unrealized (losses) gains

hedges, net of

Foreign currency

adjustment and other,

net of taxes Total

Balance as of November 30, 2024

Charged to income

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

Balance as of August 31, 2024

$ ( 110 ) $ ( 645,007 ) $ ( 645,117 )

Other comprehensive loss before reclassification

( 7 ) ( 41,125 ) ( 41,132 )

Reclassification of gains from accumulated other comprehensive loss

( 356 ) — ( 356 )

Balance as of February 28, 2025

$ ( 473 ) $ ( 686,132 ) $ ( 686,605 )

Refer to Note 8 - Derivative Instruments for the location of gains and losses reclassified from AOCI to the Consolidated Statements of Operations.

NOTE 8— DERIVATIVE INSTRUMENTS:

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

Cash Flow Hedges

The Company uses interest rate swap derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt.

The Company designates certain foreign currency forward contracts used to hedge forecasted inventory purchases and forecasted operating expenses that are denominated in currencies other than the legal entity's functional currency as cash flow hedges.

These foreign currency forward contracts generally have terms up to 24 months.

Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings.

Deferred gains and losses associated with cash flow hedges of interest payments are recognized in “Interest expense and finance charges, net” in the same period as the related expense is recognized.

Deferred gains and losses associated with cash flow hedges of forecasted inventory purchases are recognized in "Cost of revenue" in the same period as the related expense is recognized.

Deferred gains and losses associated with cash flow hedges of forecasted operating expenses are recognized in "Selling, general and administrative expenses" in the same period as the related expense is recognized.

Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period.

2 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 August 31, 2024.

Net Investment Hedges

11 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

2 unchanged sentences

Balance Sheet Line Item (currency in thousands)

August 31, 2024 November 30, 2023

February 28, 2025 November 30, 2024

Derivative instruments not designated as hedging instruments:

2 unchanged sentences

Other accrued liabilities 9,418 8,096

Derivative instruments designated as cash flow hedges:

Foreign exchange forward contracts (notional value) (1)

Other current assets 37 —

Other current liabilities

Derivative instruments designated as net investment hedges:

Foreign currency forward contracts (notional value) $ 680,559 $ 687,475

Other current assets 375 220

Other long-term assets 11,269 2,320

Other accrued liabilities 22 91

2 unchanged sentences

Other long-term assets 3,693 1,792

Other long-term liabilities 708 —

(1) The Company had no material cash flow hedges outstanding as of November 30, 2024.

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 forward contracts represent the gross amounts of foreign currency, including, principally, the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Costa Rican colón, Czech koruna, Danish krone, Euro, Indian rupee, Indonesian rupiah, Japanese yen, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, 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.

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

( 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 Nine Months Ended

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

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

Three Months Ended

Location of Gains (Losses) in Income February 28, 2025 February 29, 2024

(currency in thousands)

Derivative instruments not designated as hedging instruments:

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

Gains recognized from foreign exchange contracts, net⁽¹⁾ Cost of revenue $ 14,997 $ 6,122

(Losses) gains recognized from foreign exchange contracts, net⁽¹⁾ Other expense, net ( 2,487 ) 2,056

1 unchanged sentence

Derivative instruments designated as cash flow hedges (2) :

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 recognized in OCI on foreign exchange forward contracts $ ( 7 ) $ —

Gains on foreign exchange forward contracts reclassified from AOCI into income Cost of revenue $ 408 $ —

Losses on foreign exchange forward contracts reclassified from AOCI into income Selling, general and administrative expenses $ ( 55 ) $ —

Derivative instruments designated as net investment hedges:

Gains recognized in OCI on foreign exchange forward contracts $ 12,224 $ 5,444

Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 2,523 $ 2,256

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

$ ( 668 ) $ — $ ( 668 ) $ —

Gains recognized in OCI on foreign exchange collar contracts (3)

____________________________

(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.

(2) The Company had no material cash flow hedges outstanding during the three months ended February 29, 2024.

(3) The Company had no foreign exchange collar contracts outstanding during the three months ended February 29, 2024.

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.

Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 0.3 million.

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.

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

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

NOTE 9— FAIR VALUE MEASUREMENTS:

4 unchanged sentences

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

As of August 31, 2024

As of February 28, 2025

As of November 30, 2024

3 unchanged sentences

Forward foreign currency exchange contracts not designated as hedges $ 9,185 $ — $ 9,185 $ — $ 11,863 $ — $ 11,863 $ —

Forward foreign currency exchange contracts designated as net investment hedges 11,644 — 11,644 — 2,540 — 2,540 —

Foreign exchange collar contracts designated as net investment hedges 3,693 — 3,693 — 1,792 — 1,792 —

Forward foreign currency exchange contracts designated as cash flow hedges (1)

37 — 37 — — — — —

1 unchanged sentence

Forward foreign currency exchange contracts designated as net investment hedges 2,548 — 2,548 — 7,980 — 7,980 —

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

Forward foreign currency exchange contracts designated as cash flow hedges (1)

291 — 291 — — — — —

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

(1) The Company had no material cash flow hedges outstanding as of November 30, 2024.

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 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.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of February 28, 2025 and November 30, 2024.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

1 unchanged sentence

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.

The estimated fair value of the Senior Notes was approximately $ 2.3 billion as of both February 28, 2025 and November 30, 2024.

During the three months ended February 28, 2025, there were no transfers between the fair value measurement category levels.

NOTE 10— BORROWINGS:

Borrowings consist of the following:

August 31, 2024 November 30, 2023

February 28, 2025 November 30, 2024

(currency in thousands)

1 unchanged sentence

Accounts Receivable Securitization Agreement

Current portion of TD SYNNEX Senior Notes

Current portion of term loans

$ 390,000 $ —

Other short-term borrowings 200,956 171,092

Borrowings, current $ 590,956 $ 171,092

TD SYNNEX 1.750 % Senior Notes due August 9, 2026 (1) (2)

$ 700,000 $ 700,000

Short-term borrowings before debt discount and issuance costs

TD SYNNEX 2.375 % Senior Notes due August 9, 2028 (1) (2)

600,000 600,000

current portion of unamortized debt discount and issuance costs

Borrowings, current $ 314,198 $ 983,585

TD SYNNEX 2.650 % Senior Notes due August 9, 2031 (1) (2)

500,000 500,000

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

TD SYNNEX 6.100 % Senior Notes due April 12, 2034 (2)

600,000 600,000

Total TD SYNNEX Senior Notes

$ 2,400,000 $ 2,400,000

TD SYNNEX Term Loan 581,250 581,250

2024 Term Loan

750,000 750,000

Total term loans

$ 1,331,250 $ 1,331,250

Other credit agreements and long-term debt 24,383 24,956

2 unchanged sentences

Long-term borrowings $ 3,737,009 $ 3,736,399

(1) The interest rate payable on each of these series of Senior Notes is 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).

(2) The Company pays interest semi-annually on the Senior Notes on each of February 9 and August 9, except for the 2034 Senior Notes in which the Company pays interest semi-annually on each of April 12 and October 12.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2025 and February 29, 2024

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

TD SYNNEX U.S.

2 unchanged sentences

AR Arrangement”).

U nder the terms of 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.

AR Arrangement has a maturity date of December 2025.

The effective borrowing cost under the U.S.

AR Arrangement is a blended rate based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon SOFR.

In addition, a program fee payable on the used portion of the lenders’ commitment accrues at 0.85 % per annum.

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.

AR Arrangement, as amended, the Company and its subsidiaries that are party to the U.S.

AR Arrangement can borrow based on the key terms in the table below (currency in thousands):

Maximum Borrowing Capacity (1)

Maturity Date Effective Borrowing Cost (2)

Program Fee Payable (3)

Facility Fee Payable (4)

$ 1,500,000 November 30, 2026 Blended rate

0.85 % 0.30 % - 0.40 %

(1) Based on eligible trade accounts receivable.

(2) Based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon SOFR.

(3) Payable on the used portion of the lenders’ commitment;

accrues per annum.

(4) Payable on the adjusted commitment of the lenders, accrues at different tiers per annum depending on the amount of outstanding advances from time to time.

Under the terms of the U.S.

AR Arrangement, the Company and certain of its U.S.

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 $ 3.5 billion and $ 3.4 billion as of August 31, 2024 and November 30, 2023, respectively.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.1 billion and $ 3.4 billion as of February 28, 2025 and November 30, 2024, respectively .

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

2 unchanged sentences

There was $ 390.0 million outstanding under the U.S.

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

AR Arrangement at February 28, 2025 at an interest rate of 5.33 %.

There were no amounts outstanding under the U.S.

1 unchanged sentence

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 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.

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 (the “TD SYNNEX Revolving Credit Facility”) not to exceed an aggregate principal amount of $ 3.5 billion, which 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 .

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

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

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

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

There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at February 28, 2025 or November 30, 2024.

Borrowings under the TD SYNNEX Revolving Credit Facility bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:

Maturity Date Credit Spread Adjustment Margin (2)

Commitment Fee (3)

April 16, 2029 (1)

0.10 % 1.000 %- 1.750 %

0.100 %- 0.300 %

(1) 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 lenders.

(2) The margin is based on the Company’s Public Debt Rating (as defined in the TD SYNNEX Credit Agreement).

The applicable margin on base rate loans is 1.00 % less than the corresponding margin on SOFR rate based loans.

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

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

(3) The commitment fee range is applied to any unused commitment under the TD SYNNEX Revolving Credit Facility based on the Company’s Public Debt Rating.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2025 and February 29, 2024

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

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 .

There was $ 581.3 million outstanding on the TD SYNNEX Term Loan as of both February 28, 2025 and November 30, 2024 .

Loans borrowed under the TD SYNNEX Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin as referenced in the table below:

Maturity Date Credit Spread Adjustment Margin (1)

Effective Interest Rate as of February 28, 2025

Effective Interest Rate as of November 30, 2024

September 1, 2026

0.10 % 1.125 %- 1.750 %

5.80 % 6.05 %

(1) The margin is based on the Company’s Public Debt Rating.

The applicable margin on base rate loans is 1.00 % less than the corresponding margin on SOFR rate based loans.

TD SYNNEX Term Loan Credit Agreement

1 unchanged sentence

as lead arranger and lead bookrunner.

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

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

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

The borrower under the 2024 Term Loan is the Company.

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

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

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

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 )

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

Key terms for the 2024 Term Loan Credit Agreement are as follows:

Maturity Date Credit Spread Adjustment Margin

Effective Interest Rate as of February 28, 2025

Effective Interest Rate as of November 30, 2024

September 1, 2027 0.10 % 1.000 % - 1.625 %

5.67 % 6.04 %

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.

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).

On August 9, 2021, the Company completed its offering of $ 2.5 billion aggregate principal amount of senior unsecured notes due in 2024, 2026, 2028 and 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

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

1 unchanged sentence

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

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

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

The Company incurred $ 6.1 million towards issuance costs on the 2034 Senior Notes.

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

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.

The Company incurred $ 6.1 million towards issuance costs on the 2034 Senior Notes.

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

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.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2025 and February 29, 2024

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

The Company may redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to respective Par Call Dates (as reflected in the table below) 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 the applicable spread, as shown in the table below, 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.

Par Call Dates and the spread to the applicable treasury rate for the respective outstanding Senior Notes are as follows:

Par Call Date

Spread (in basis points)

Senior Notes due 2026

July 9, 2026 20

Senior Notes due 2028

June 9, 2028 25

Senior Notes due 2031

May 9, 2031 25

Senior Notes due 2034

January 12, 2034 30

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 $ 580.9 million in borrowing capacity as of August 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 $ 566.0 million in borrowing capacity as of February 28, 2025.

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 $ 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 %.

There was $ 201.0 million outstanding on these facilities at February 28, 2025, at a weighted average interest rate of 5.78 %, and there was $ 171.1 million outstanding at November 30, 2024, at a weighted average interest rate of 7.91 %.

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

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.

At February 28, 2025, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 56.2 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 August 31, 2024 exchange rates.

dollars at February 28, 2025 exchange rates.

Covenant Compliance

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

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

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

As of February 28, 2025, the Company was in compliance with all material financial covenants for the above arrangements.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended February 28, 2025 and February 29, 2024

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

NOTE 11 – SUPPLIER FINANCE PROGRAMS:

The Company has certain agreements with third-party financial institutions ("supplier finance programs"), which facilitate the participating vendors’ ability to sell their receivables from the Company to the third-party financial institutions, at the sole discretion of these vendors.

The Company has certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating vendors’ ability to sell their accounts receivable from the Company to the third-party financial institutions, at the sole discretion of these vendors.

The Company is not party to the agreements between the vendor and the third-party financial institution.

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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 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.

however, the Company did recognize an immaterial amount of fees during the three months ended February 28, 2025 and February 29, 2024 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of February 28, 2025 and November 30, 2024, the Company had $ 2.7 billion and $ 3.2 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:

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(currency in thousands)

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 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

Nine Months Ended August 31, 2024

Three Months Ended February 28, 2025

Revenue $ 8,389,338 $ 5,137,765 $ 1,004,604 $ 14,531,707

Operating income 193,722 85,892 24,845 304,459

Nine Months Ended August 31, 2023

Three Months Ended February 29, 2024

Revenue $ 7,903,096 $ 5,117,252 $ 954,905 $ 13,975,253

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended February 28, 2025 and February 29, 2024

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

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The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.

The French Autorité de la Concurrence (“Competition Authority”) began in 2013 an investigation into the French market for certain products of Apple, Inc.

In 2013, The French Autorité de la Concurrence (“Competition Authority”) began an investigation into the French market for certain products of Apple, Inc.

("Apple") for which the Company is a distributor.

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

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

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

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

A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, the Company and another distributor was filed by eBizcuss.

The Company is currently evaluating this matter and cannot currently estimate the probability or amount of any potential loss.

On November 25, 2024, the Paris Commercial Court ruled in favor of the Company and the other defendants and dismissed the claims in the eBizcuss civil lawsuit.

An appeal to the ruling has since been made by eBizcuss, and while the Company continues to evaluate this matter, based on the favorable ruling from the Paris Commercial Court, the Company believes the likelihood of a material loss related to the eBizcuss lawsuit is remote.

From time to time, the Company receives notices from third parties, including customers and suppliers, seeking indemnification, payment of money or other actions in connection with claims made against them.

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

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

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

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

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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 1. Financial Statements