What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-02 compared with 2024-10-03 · 135 added, 175 removed, 256 unchanged (55% of the section changed)

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

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

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

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

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

These risks and uncertainties include, but are not limited to, those risks discussed herein and others, including risks related to the buying patterns of our customers, concentration of sales to large customers, the loss or consolidation of one or more of our significant original equipment manufacturer ("OEM") suppliers or customers, market acceptance of the products we assemble and distribute, competitive conditions in our industry and their impact on our margins, pricing and other terms with our OEM suppliers, our ability to gain market share, variations in supplier-sponsored programs, changes in our costs and operating expenses, increased inflation, dependence upon and trends in capital spending budgets in the IT industry, fluctuations in general economic conditions, changes in tax laws, risks associated with our international operations, uncertainties and variability in demand by our reseller and integration customers, supply shortages or delays, changes in value of foreign currencies and interest rates and other risk factors contained in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended November 30, 2024.

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

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This enables us to offer comprehensive solutions to our reseller and retail customers.

Our reseller customers include value-added resellers, corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers.

Our reseller customers include value-added resellers ("VARs"), corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers ("MSPs").

We combine our core strengths in distribution with demand generation, supply chain management and design and integration solutions to help our customers achieve greater efficiencies in time to market, cost minimization, real-time linkages in the supply chain and aftermarket product support.

We also provide comprehensive IT solutions in key vertical markets such as government and healthcare and we provide specialized service offerings that increase efficiencies in the areas of global computing components, logistics services and supply chain management.

We also provide comprehensive IT solutions in key vertical markets such as government and healthcare, and specialized service offerings that increase efficiencies in the areas of global computing components, logistics services and supply chain management.

Additionally, we provide systems design and integration solutions for data center servers and networking solutions built specific to our customers’ workloads and data center environments.

We group the majority of our offerings into two primary solutions portfolios, Endpoint Solutions and Advanced Solutions.

Our Endpoint Solutions portfolio primarily includes personal computing devices and peripherals, mobile phones and accessories, printers, peripherals, and supplies.

Our Endpoint Solutions portfolio primarily includes personal computing devices and peripherals, mobile phones and accessories, printers and supplies.

Our Advanced Solutions portfolio primarily includes data center technologies such as hybrid cloud, security, storage, networking, servers, software, converged and hyper-converged infrastructure and hyperscale infrastructure, via our Hyve business.

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

Economic and Industry Trends

We are highly dependent on the end-market demand for IT products, and on our partners’ strategic initiatives and business models.

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

A difficult and challenging economic environment, including the continued persistence of inflation and elevated interest rates, may also lead to consolidation or decline in the IT industries and increased price-based competition.

A difficult and challenging economic environment, due to the continued persistence of inflation, elevated interest rates, market volatility connected to geopolitical developments including tariff uncertainty, or other factors may also lead to decline in the IT industry or increased price-based competition.

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

Our business includes operations in the Americas, Europe and Asia-Pacific and Japan ("APJ") so we are affected by demand for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the United States ("U.S.") dollar.

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.

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

We also divest businesses that we deem no longer strategic to our ongoing operations.

We seek to acquire new OEM relationships, enhance our supply chain and integration capabilities, the services we provide to our customers and OEM suppliers, and expand our geographic footprint.

As part of our corporate strategy and to augment organic growth, we evaluate strategic acquisitions of businesses and assets that complement and expand our existing capabilities or enable us to acquire new OEM relationships, enhance our supply chain and integration capabilities, the services we provide to our customers and OEM suppliers, and expand our geographic footprint.

In addition, we continually review our operations and product and service offerings and divest businesses that we deem no longer strategic to our ongoing operations.

On March 22, 2021, we 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, we acquired all the outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent corporation of Tech Data, for consideration of $1.6 billion in cash ($1.1 billion in cash after giving effect to a $500.0 million equity contribution by Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation's sole stockholder and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP) Corporation prior to the effective time of the Merger) and 44 million shares of common stock of SYNNEX, valued at approximately $5.6 billion.

Results of Operations

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

Three Months Ended Nine Months Ended

Three Months Ended

Consolidated Statements of Operations Data:

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

February 28, 2025 February 29, 2024

Revenue 100.00 % 100.00 %

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

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

Revenue in constant currency is calculated by translating the revenue for the three months ended February 28, 2025 in the billing currency using the comparable prior period currency conversion rate.

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

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

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

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

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

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

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

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments and income taxes related to the aforementioned items.

• Non-GAAP net income, which is net income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items.

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items.

Acquisition, integration and restructuring costs, which are expensed as incurred, primarily represent professional services costs for legal, banking, consulting and advisory services, severance and other personnel related costs, share-based compensation expense and debt extinguishment fees that are incurred in connection with acquisition, integration, restructuring and divestiture activities.

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

Effective as of the third quarter of fiscal 2024, the Company ceased recording expenses associated with activities related to the Merger within acquisition, integration and restructuring costs.

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

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

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

These adjustments benefited our non-GAAP operating income through the third fiscal quarter of fiscal 2023 based on historical settlement patterns with our vendors and in accordance with the timing defined in our policy for releasing vendor and customer liabilities we deem remote to be paid.

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

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

Three and Nine Months Ended August 31, 2024 and 2023:

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change August 31, 2024 August 31, 2023 Percent Change

Three Months Ended February 28, 2025 and February 29, 2024:

The following table summarizes our revenue and change in revenue by segment for the three months ended February 28, 2025 and February 29, 2024:

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

Revenue in constant currency

(in thousands) (in thousands)

(in thousands)

Revenue $ 14,531,707 $ 13,975,253 4.0 %

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Consolidated Commentary

During the three months ended August 31, 2024, consolidated revenue and revenue in constant currency increased by $724.1 million and $782.8 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by a greater percentage of our revenue being presented on a net basis, which negatively impacted our revenue compared to the prior three months ended August 31, 2023 by approximately $550 million, or 4%.

During the nine months ended August 31, 2024, consolidated revenue and revenue in constant currency decreased by $540.2 million and $546.2 million, respectively, as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue compared to the prior nine months ended August 31, 2023 by approximately $1.6 billion, or 4%, partially offset by growth in our Advanced Solutions portfolio.

During the three months ended February 28, 2025, consolidated revenue and revenue in constant currency increased by $556.5 million and $840.2 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios, partially offset by a greater percentage of our sales being presented on a net basis due to changes in product mix, which negatively impacted our revenue compared to the prior three months ended February 29, 2024 by approximately $490 million, or 4%.

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

Americas Commentary

During the three months ended August 31, 2024, Americas revenue and revenue in constant currency increased by $210.4 million and $238.2 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in our Advanced Solutions portfolio in the region, partially offset by a greater percentage of our revenue being presented on a net basis, which negatively impacted our revenue compared to the three months ended August 31, 2023 by approximately $470 million, or 5%.

During the nine months ended August 31, 2024, Americas revenue and revenue in constant currency decreased by $667.0 million and $650.0 million, respectively, as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue compared to the nine months ended August 31, 2023 by approximately $1.3 billion, or 5%, partially offset by growth in our Advanced Solutions portfolio.

During the three months ended February 28, 2025, Americas revenue and revenue in constant currency increased by $486.2 million and $552.5 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to changes in product mix, which negatively impacted our revenue compared to the three months ended February 29, 2024 by approximately $150 million, or 2%.

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

Europe Commentary

During the three months ended August 31, 2024, Europe revenue and revenue in constant currency increased by $363.6 million and $376.4 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our revenue being presented on a net basis, which negatively impacted our revenue compared to the three months ended August 31, 2023 by approximately $40 million, or 1%.

During the nine months ended August 31, 2024, Europe revenue and revenue in constant currency decreased by $74.3 million and $179.8 million, respectively, as compared to the prior year period.

The decreases are primarily driven by the presentation of additional revenue on a net basis, which negatively impacted our revenue by approximately $240 million, or 2%, compared to the nine months ended August 31, 2023, partially offset by growth in our Endpoint Solutions portfolio.

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

During the three months ended February 28, 2025, Europe revenue and revenue in constant currency increased by $20.5 million and $219.2 million, respectively, as compared to the prior year period.

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

APJ Commentary

During the three months ended August 31, 2024, APJ revenue and revenue in constant currency increased by $150.1 million and $168.3 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by a greater percentage of our revenue being presented on a net basis, which negatively impacted our revenue by approximately $50 million, or 6%.

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

During the nine months ended August 31, 2024, APJ revenue and revenue in constant currency increased by $201.0 million and $283.6 million, respectively, as compared to the prior year period.

The increases are primarily driven by growth in our Advanced Solutions portfolio in the region, partially offset by a decline in our Endpoint Solutions portfolio and by a greater percentage of our revenue being presented on a net basis, which negatively impacted our revenue by approximately $60 million, or 2%.

During the three months ended February 28, 2025, APJ revenue and revenue in constant currency increased by $49.7 million and $68.5 million, respectively, as compared to the prior year period.

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

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change

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

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

Gross profit & gross margin - Consolidated

(in thousands)

Revenue $ 14,531,707 $ 13,975,253 4.0 %

Gross profit $ 998,006 $ 1,005,766 (0.8) %

Purchase accounting adjustments — 2,427 — 15,047

Non-GAAP gross profit $ 961,048 $ 973,700 (1.3) % $ 2,940,361 $ 2,953,297 (0.4) %

Gross margin 6.87 % 7.20 %

Non-GAAP gross margin 6.54 % 6.97 % 6.90 % 6.84 %

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

Our gross profit, on both a GAAP and non-GAAP basis, decreased during the three months ended August 31, 2024, compared to the prior year period, primarily due a decrease in gross margin, partially offset by an increase in revenue due to growth in both our Advanced Solutions and Endpoint Solutions portfolios.

Our gross margin, on both a GAAP and non-GAAP basis, decreased during the three months ended August 31, 2024, compared to the prior year period, primarily due to higher strategic technologies margins in the prior year period and a less profitable mix of products sold in the current period.

The presentation of additional revenues on a net basis positively impacted our gross margin by approximately 23 basis points.

Our gross profit increased slightly during the nine months ended August 31, 2024, compared to the prior year period, primarily due to a decrease in purchase accounting adjustments related to the Merger.

Our non-GAAP gross profit decreased during the nine months ended August 31, 2024, compared to the prior year period, primarily due to the decrease in revenues.

Our gross margin, on both a GAAP and non-GAAP basis, increased during the nine months ended August 31, 2024, compared to the prior year period, primarily due to the presentation of additional revenues on a net basis, which positively impacted our gross margin by approximately 24 basis points.

Our gross profit decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the decrease in gross margin, partially offset by an increase in revenue due to growth in both our Endpoint Solutions and Advanced Solutions portfolios.

Our gross margin decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to higher strategic technologies margins in the prior year period and a less profitable mix of products sold in the current period.

The presentation of additional revenues on a net basis due to changes in product mix positively impacted our gross margin by approximately 23 basis points.

Selling, General and Administrative Expenses

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change

(in thousands) (in thousands)

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

(in thousands)

Selling, general and administrative expenses $ 692,485 $ 671,545 3.1 %

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

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

During the nine months ended August 31, 2024, selling, general and administrative expenses increased, compared to the prior year period, primarily due to higher share-based compensation expense, partially offset by lower credit costs.

During the three months ended August 31, 2024, selling, general and administrative expenses decreased as a percentage of revenue, compared to the prior year period, primarily due to increased revenue and lower credit costs, partially offset by higher share-based compensation expense.

During the nine months ended August 31, 2024, selling, general and administrative expenses increased as a percentage of revenue, compared to the prior year period, primarily due to a decrease in revenue along with higher share-based compensation expense, partially offset by lower credit costs.

A greater percentage of our revenue was presented on a net basis which increased the ratio of selling, general and administrative expenses as a percentage of revenue for the three and nine months ended August 31, 2024 by approximately 16 and 17 basis points, respectively.

During the three months ended February 28, 2025, selling, general and administrative expenses increased, compared to the prior year period, primarily due to higher personnel costs and higher share-based compensation expense.

Selling, general and administrative expenses as a percentage of revenue was relatively flat compared to the prior year period.

A greater percentage of our revenue was presented on a net basis due to changes in product mix, which increased the ratio of selling, general and administrative expenses as a percentage of revenue for the three months ended February 28, 2025 by approximately 16 basis points.

Acquisition, Integration and Restructuring Costs

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

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

We have 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.

We 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.

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

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.

We 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.

We 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 to the Consolidated Financial Statements in Part I, Item 1 of this Report for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

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

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

We incurred $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.

We incurred $37.2 million of costs in connection with the VSP 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.

During the three and nine months ended August 31, 2024 and 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

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

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

Three Months Ended

February 29, 2024

(in thousands)

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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

Operating Income

The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the three and nine months ended August 31, 2024 and 2023:

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change August 31, 2024 August 31, 2023 Percent Change

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

(in thousands) (in thousands)

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

Operating income & operating margin - Consolidated

(in thousands)

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

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Share-based compensation 21,861 17,490

Purchase accounting adjustments — 2,427 — 15,047

Non-GAAP operating income $ 398,789 $ 424,588 (6.1) %

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Non-GAAP operating margin 2.74 % 3.04 %

Consolidated operating income and margin increased during the three and nine months ended August 31, 2024, compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs.

Consolidated non-GAAP operating income slightly decreased during the three and nine months ended August 31, 2024, compared to the prior year period, primarily due to the decrease in non-GAAP gross profit, partially offset by lower credit costs.

Consolidated non-GAAP operating margin decreased during the three months ended August 31, 2024, compared to the prior year period, primarily due to the decrease in gross margin due to higher strategic technologies margins in the prior year period and a less profitable mix of products sold in the current period.

Consolidated non-GAAP operating margin was flat during the nine months ended August 31, 2024, compared to the prior year period.

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change August 31, 2024 August 31, 2023 Percent Change

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

(in thousands) (in thousands)

Consolidated operating income slightly increased during the three months ended February 28, 2025, compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs and an increase in revenue, partially offset by a decrease in strategic technologies gross margins and higher personnel costs.

Consolidated non-GAAP operating income decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to a decrease in strategic technologies gross margins and higher personnel costs, partially offset by the increase in revenue.

Consolidated operating margin slightly decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to a decrease in strategic technologies gross margins, partially offset by lower acquisition, integration and restructuring costs.

Consolidated non-GAAP operating margin decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the decrease in strategic technologies gross margins.

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

Operating income & operating margin - Americas

(in thousands)

Revenue $ 8,389,338 $ 7,903,096

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Non-GAAP operating margin 2.96 % 3.04 %

Americas operating income increased during the three and nine months ended August 31, 2024, as compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs and lower credit costs, partially offset by a decrease in gross margin due to higher strategic technologies margins in the prior year period and a less profitable mix of products sold in the current period.

Americas non-GAAP operating income decreased during the three and nine months ended August 31, 2024, as compared to the prior year period, primarily due to the decrease in gross margin due to higher strategic technologies margins in the prior year period and a less profitable mix of products sold in the current period, partially offset by lower credit costs.

Americas operating margin increased during the three and nine months ended August 31, 2024, compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs, lower credit costs, and the impact of the presentation of additional revenue on a net basis, partially offset by the decrease in gross margin due to higher strategic technologies margins in the prior year period and a less profitable mix of products sold in the current period.

Americas non-GAAP operating margin decreased during the three and nine months ended August 31, 2024, compared to the prior year period, primarily due to the decrease in gross margin due to higher strategic technologies margins in the prior year period and a less profitable mix of products sold in the current period, partially offset by lower credit costs and the impact of the presentation of additional revenue on a net basis.

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change August 31, 2024 August 31, 2023 Percent Change

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

(in thousands) (in thousands)

Americas operating income increased during the three months ended February 28, 2025, as compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs and the increase in revenue, partially offset by a decrease in strategic technologies gross margins and an increase in personnel costs.

Americas operating margin increased during the three months ended February 28, 2025, compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs, partially offset by the decrease in strategic technologies gross margins.

Americas non-GAAP operating income increased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the increase in revenue, partially offset by the decrease in strategic technologies gross margins and an increase in personnel costs.

Americas non-GAAP operating margin slightly decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the decrease in strategic technologies gross margins.

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

Operating income & operating margin - Europe

(in thousands)

Revenue $ 5,137,765 $ 5,117,252

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Share-based compensation 6,860 4,763

Purchase accounting adjustments — 2,427 — 15,047

Non-GAAP operating income $ 123,567 $ 147,842 (16.4) %

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Non-GAAP operating margin 2.41 % 2.89 %

Europe operating income increased during the three months ended August 31, 2024, compared to the prior year period, primarily due to the increase in revenue along with lower acquisition, integration and restructuring costs.

Europe operating margin increased during the three months ended August 31, 2024, compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs, along with selling, general and administrative expenses remaining consistent despite the increase in revenue.

Europe operating income and margin increased during the nine months ended August 31, 2024, compared to the prior year period, primarily due to lower acquisition, integration and restructuring costs and the prior year impact of purchase accounting adjustments related to the Merger.

Europe non-GAAP operating income increased during the three months ended August 31, 2024, compared to the prior year period, primarily due to the increase in revenue.

Europe non-GAAP operating margin increased during the three months ended August 31, 2024, compared to the prior year period, primarily due to selling, general and administrative expenses remaining consistent despite the increase in revenue.

Europe non-GAAP operating income and margin increased during the nine months ended August 31, 2024, compared to the prior year period, primarily due to an increase in gross margins in strategic technologies.

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change August 31, 2024 August 31, 2023 Percent Change

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

(in thousands) (in thousands)

Europe operating income and non-GAAP operating income decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the decrease in strategic technologies gross margins and higher personnel costs.

Europe operating margin and non-GAAP operating margin decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the decrease in strategic technologies gross margins.

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

Operating income & operating margin - APJ

(in thousands)

Revenue $ 1,004,604 $ 954,905

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Non-GAAP operating margin 2.70 % 3.82 %

APJ operating income, on both a GAAP and non-GAAP basis, increased during the three and nine months ended August 31, 2024, compared to the prior year period, primarily due to the increase in revenue.

APJ operating margin, on both a GAAP and non-GAAP basis, increased during the three months ended August 31, 2024, compared to the prior year period, primarily due to selling, general and administrative expenses remaining relatively consistent despite the increase in revenue.

APJ operating margin, on both a GAAP and non-GAAP basis, was relatively flat during the nine months ended August 31, 2024, compared to the prior year period.

APJ operating income and non-GAAP operating income decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the decrease in strategic technologies gross margins.

APJ operating margin and non-GAAP operating margin decreased during the three months ended February 28, 2025, compared to the prior year period, primarily due to the decrease in strategic technologies gross margins, partially offset by the impact of the presentation of additional revenue on a net basis due to changes in product mix.

Interest Expense and Finance Charges, Net

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change

(in thousands) (in thousands)

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

(in thousands)

Interest expense and finance charges, net $ 87,880 $ 75,891 15.8 %

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

During the three months ended August 31, 2024, our interest expense and finance charges, net increased, compared to the prior year period, primarily driven by higher average volumes of short-term borrowings along with increased costs associated with the sale of accounts receivable due to higher discount fees.

During the nine months ended August 31, 2024, our interest expense and finance charges, net increased, compared to the prior year period, primarily due to increased costs associated with the sale of accounts receivable due to higher discount fees.

Accounts receivable discount fees totaled $ 16.4 million and $ 49.0 million in the three and nine months ended August 31, 2024, respectively, compared to $ 12.5 million and $ 36.2 million in the three and nine months ended August 31, 2023, respectively.

During the three months ended February 28, 2025, our interest expense and finance charges, net increased, compared to the prior year period, primarily driven by an increase in short-term borrowings to fund working capital requirements along with higher average interest rates on our Senior Notes, partially offset by decreased costs associated with the sale of accounts receivable due to lower volumes of sold accounts receivable along with lower related discount fees.

Accounts receivable discount fees totaled $12.0 million in the three months ended February 28, 2025, compared to $16.0 million in the three months ended February 29, 2024.

Other Expense, Net

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Change in Dollars

(in thousands) (in thousands)

Three Months Ended

February 28, 2025 February 29, 2024 Change in Dollars

(in thousands)

Other expense, net $ 1,696 $ 2,884 $ (1,188)

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

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

During the three months ended February 28, 2025, our other expense, net slightly decreased compared to the prior year period, primarily due to decreased hedging costs.

Provision for Income Taxes

Three Months Ended Nine Months Ended

August 31, 2024 August 31, 2023 Percent Change

(in thousands) (in thousands)

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

(in thousands)

Provision for income taxes $ 47,346 $ 51,669 (8.4) %

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

During the three months ended August 31, 2024, our income tax expense increased, compared to the prior year period, primarily due to higher income during the period and a slightly higher effective tax rate.

The effective tax rate was higher during the three months ended August 31, 2024 as compared to the three months ended August 31, 2023, primarily due to the prior year utilization of tax credits earned in certain jurisdictions and the relative mix of earnings and losses within the taxing jurisdictions in which we operate.

During the nine months ended August 31, 2024, our income tax expense increased, compared to the prior year period, primarily due to higher income during the period, partially offset by a slightly lower effective tax rate.

The effective tax rate was lower during the nine months ended August 31, 2024 as compared to the nine months ended August 31, 2023, primarily due to the relative mix of earnings and losses within the taxing jurisdictions in which we operate, partially offset by the prior year utilization of tax credits earned in certain jurisdictions.

During the three months ended February 28, 2025, our income tax expense decreased, compared to the prior year period, primarily due to lower income during the period and a slightly lower effective tax rate.

The effective tax rate was slightly lower during the three months ended February 28, 2025 as compared to the three months ended February 29, 2024, primarily due to the relative mix of earnings and losses within the taxing jurisdictions in which we operate.

Net Income and Diluted EPS

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

Three Months Ended Nine Months Ended

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

Three Months Ended

February 28, 2025 February 29, 2024

Non-GAAP net income - Consolidated

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Share-based compensation 21,861 17,490

Purchase accounting adjustments — 2,427 — 15,047

Income taxes related to the above (24,496) (27,921)

Non-GAAP net income $ 237,371 $ 266,223

Three Months Ended Nine Months Ended

Three Months Ended

Non-GAAP diluted EPS

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

February 28, 2025 February 29, 2024

Diluted EPS (1)

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Share-based compensation 0.26 0.20

Purchase accounting adjustments — 0.03 — 0.16

Income taxes related to the above (0.29) (0.31)

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$ 2.80 $ 2.99

_________________________

(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 and nine months ended August 31, 2024, and wa s approximately 0.7% of net income for both the three and nine months ended August 31, 2023.

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.

Liquidity and Capital Resources

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Three Months Ended

August 31, 2024 November 30, 2023 August 31, 2023

February 28, 2025 November 30, 2024 February 29, 2024

(Amounts in thousands)

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

Our CCC was 21 days as of August 31, 2024, and 23 days as of November 30, 2023 and August 31, 2023, respectively.

Our CCC decreased as compared to November 30, 2023 primarily due to a decrease in DSO as our accounts receivable declined due to timing of cash receipts, with offsetting increases in DIO and DPO, due to an increase in our inventory balances to support growth in our business and a corresponding increase in our accounts payable.

Our CCC decreased compared to August 31, 2023, primarily due to an increase in DPO due to timing of payments and a decrease in DIO due to growth in our business while inventory balances increased slightly, partially offset by an increase in DSO due to the timing of cash receipts.

Our CCC was 27 days as of February 28, 2025, and 18 and 21 days as of November 30, 2024 and February 29, 2024, respectively.

Our CCC increased as compared to November 30, 2024 primarily due to a decrease in DPO as our accounts payable declined due to timing of cash payments and an increase in DIO due to higher inventories related to strategic technologies products, partially offset by a decrease in DSO due to timing of cash receipts.

Our CCC increased compared to February 29, 2024, primarily due to the aforementioned increase in DIO due to higher inventories related to strategic technologies products.

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

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Operating Activities

Net cash provided by operating activities was $655.8 million during the nine months ended August 31, 2024, compared to net cash provided by operating activities of $1.2 billion during the nine months ended August 31, 2023.

The decrease in net cash provided by operating activities was primarily due to a decrease in inventory during the nine months ended August 31, 2023 related to ongoing sell-through of strategic inventory purchases that occurred during fiscal year 2022, along with a larger decrease in accounts receivable during the nine months ended August 31, 2023 correlated with the decrease in sales volumes.

These changes were partially offset by an increase in accounts payable during the nine months ended August 31, 2024 related to the timing of cash payments, as compared to a decrease in accounts payable during the nine months ended August 31, 2023 correlated with the decrease in inventory in the prior year.

Net cash used in operating activities was $748.0 million during the three months ended February 28, 2025, compared to net cash provided by operating activities of $384.7 million during the three months ended February 29, 2024.

The decrease in net cash provided by operating activities was primarily due to a larger decrease in accounts payable during the three months ended February 28, 2025 related to the timing of cash payments.

Investing Activities

Net cash used in investing activities during the nine months ended August 31, 2024 and August 31, 2023 was $181.6 million and $113.2 million, respectively.

The increase in cash used in investing activities is primarily due to cash paid for the acquisition of businesses in the current year of $32.4 million, along with settlement of net investment hedges of $14.8 million.

Net cash used in investing activities during the three months ended February 28, 2025 and February 29, 2024 was $44.5 million and $67.9 million, respectively.

The decrease in cash used in investing activities is primarily due to a decrease in cash paid for acquisition of businesses, which was $3.8 million paid during the three months ended February 28, 2025 compared to $28.4 million paid during the three months ended February 29, 2024.

Financing Activities

Net cash used in financing activities during the nine months ended August 31, 2024 was $655.4 million as compared to net cash used in financing activities during the nine months ended August 31, 2023 of $405.6 million.

The increase in cash used in financing activities is primarily due to an increase in repurchases of common stock under our share repurchase program, which totaled $509.9 million during the nine months ended August 31, 2024, compared to $277.8 million during the nine months ended August 31, 2023.

Net cash provided by financing activities during the three months ended February 28, 2025 was $288.6 million as compared to net cash used in financing activities during the three months ended February 29, 2024 of $311.2 million.

The increase in net cash provided by financing activities is primarily due to an increase in short-term borrowings to fund working capital requirements, which totaled $421.4 million of net borrowings during the three months ended February 28, 2025 compared to $56.1 million of net repayments during the three months ended February 29, 2024, along with a decrease in repurchases of common stock under our share repurchase program, which totaled $100.5 million during the three months ended February 28, 2025, compared to $199.2 million during the three months ended February 29, 2024.

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

Capital Resources

Our cash and cash equivalents totaled $853.9 million and $1.0 billion as of August 31, 2024 and November 30, 2023, respectively.

Our cash and cash equivalents totaled $541.9 million and $1.1 billion as of February 28, 2025 and November 30, 2024, respectively.

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

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

AR Arrangement, as amended December 11, 2023, March 29, 2024 and August 1, 2024, has a maturity date of December 2025.

AR Arrangement, as amended, has a maturity date of November 2026.

We also have an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the "TD SYNNEX Credit Agreement"), pursuant to which we received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $3.5 billion, which revolving credit facility (the "TD SYNNEX Revolving Credit Facility") may, at our request but subject to the lenders' discretion, potentially be increased by up to an aggregate amount of $500.0 million.

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

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.

AR Arrangement at November 30, 2024.

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

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

The TD SYNNEX Term Loan has a maturity date of September 2026.

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

The TD SYNNEX Credit Agreement also includes a $1.5 billion term loan facility (the "TD SYNNEX Term Loan") that has a maturity date of September 2026.

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

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

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

We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $580.9 million in borrowing capacity as of August 31, 2024.

We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $566.0 million in borrowing capacity as of February 28, 2025.

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

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 on these facilities 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 on these facilities at November 30, 2024, at a weighted average interest rate of 7.91%.

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

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

We had total outstanding borrowings of approximately $4.1 billion as of both August 31, 2024 and November 30, 2023.

Our outstanding borrowings include Senior Notes of $2.4 billion and $2.5 billion as of August 31, 2024 and November 30, 2023, respectively, and term loans described above as the TD SYNNEX Term Loan and 2024 Term Loan of approximately $1.3 billion and $1.4 billion at August 31, 2024 and November 30, 2023, respectively.

We had total outstanding borrowings of approximately $4.3 billion and $3.9 billion as of February 28, 2025 and November 30, 2024, respectively.

Our outstanding borrowings include Senior Notes of $2.4 billion as of both February 28, 2025 and November 30, 2024, and term loans described above as the TD SYNNEX Term Loan and 2024 Term Loan of approximately $1.3 billion as of both February 28, 2025 and November 30, 2024.

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

We repaid the $700.0 million of 1.250% Senior Notes that were due August 9, 2024 primarily using funds received from the issuance of our $600.0 million of 6.10% Senior Notes due April 12, 2034.

Accounts Receivable Purchase Agreements

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

At August 31, 2024 and November 30, 2023, we had a total of $1.0 billion and $864.6 million, respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

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

At February 28, 2025 and November 30, 2024, we had a total of $1.3 billion and $1.2 billion, respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

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

Share Repurchase Program

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

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

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

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

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

We repurchased 0.5 million shares of common stock for $56.5 million and 4.7 million shares for $509.9 million in the three and nine months ended August 31, 2024, respectively and 1.1 million shares for $103.0 million and 2.9 million shares for $277.8 million during the three and nine months ended August 31, 2023, respectively.

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

We repurchased 0.7 million shares of common stock for $100.5 million in the three months ended February 28, 2025 and 2.0 million shares for $199.2 million during the three months ended February 29, 2024.

As of February 28, 2025, we had $1.7 billion available for future repurchases of our common stock.

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

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

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

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

Critical Accounting Policies and Estimates

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

During the three months ended February 28, 2025, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024.

Recently Issued Accounting Pronouncements

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis