What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-02 compared with 2025-04-02 · 203 added, 138 removed, 253 unchanged (57% of the section changed)

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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, 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 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 retain key personnel, our ability to gain market share, variations in supplier-sponsored programs, changes in our costs and operating expenses, increased inflation, uncertainty over global trade policies and the impacts of related tariffs, 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, any incidents of theft, uncertainties and variability in demand by our reseller and integration customers, credit exposure to our reseller customers and negative trends in their businesses, supply shortages or delays, any termination or reduction in our supplier finance programs;

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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Other names and marks are the property of their respective owners.

We are a Fortune 100 corporation and a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem.

We are a Fortune 100 corporation and a leading global distributor and solutions aggregator for the IT ecosystem.

We serve a critical role, bringing products from the world's leading and emerging technology vendors to market, and helping our customers create solutions best suited to maximize business outcomes for their end-user customers.

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Our vision for the future is to be the vital solutions aggregator and orchestrator that connects the IT ecosystem.

Our global strategy is to deliver higher value by focusing on the following strategic priorities:

• Invest in strategic technologies such as hybrid cloud, security, data analytics, artificial intelligence ("AI"), hyperscale infrastructure and services.

• Strengthen our end-to-end portfolio of products, services and solutions, including technology-as-a-service and recurring revenue models.

• Transform our company digitally through greater automation and advanced analytics, which we believe will enhance the customer experience, broaden our customer base, increase sales and augment our presence in strategic technologies.

• Expand our global footprint and enhance the operational excellence of our businesses around the world.

We offer a comprehensive catalog of technology products from original equipment manufacturers (“OEM”), such as personal computing devices, mobile phones and accessories, and strategic technologies such as cloud, security, data analytics, AI and hyperscale infrastructure.

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

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

We are focusing on the following strategic imperatives in pursuit of our vision:

• Unify our reach through expansion of our portfolio in both mature and developing markets through our targeted go-to-market strategy.

• Target new customers by leveraging our specialist model to target emerging customer groups, offering deeply personalized solutions to grow our customer base.

• Expand our addressable market through our unique vendor value proposition, capitalizing on end-to-end capabilities through growth with our existing vendors and through building relationships with new vendors.

• Diversify our offerings within our end-to-end portfolio of products, services and solutions, including further investments in hyperscale infrastructure manufacturing.

• Accelerate our focus on services and invest in the growth of our services business to enhance our value proposition to vendors and customers.

We offer a comprehensive catalog of technology products from OEMs, such as personal computing devices, mobile phones and accessories, and strategic technologies such as cloud, security, data analytics, artificial intelligence ("AI") and hyperscale infrastructure.

This enables us to offer comprehensive solutions to our customers, including 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 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 also provide comprehensive IT solutions including hardware, software and services which provides a highly efficient route to market for both vendors and customers.

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

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Our business is characterized by low gross profit as a percentage of revenue, or gross margin, and low operating income as a percentage of revenue, or operating margin.

Relatedly, tariffs, value added taxes and other similar charges on our products are generally passed through to our customers as part of our sales price.

The market for IT products has generally been characterized by declining unit prices and short product life cycles, although unit prices for certain products have increased during certain periods due to factors such as supply chain constraints and inflation.

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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, 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.

A difficult and challenging economic environment, due to the continued persistence of inflation, elevated interest rates, market volatility and adverse effects on product demand 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.

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

Three Months Ended

Three Months Ended Six Months Ended

Consolidated Statements of Operations Data:

February 28, 2025 February 29, 2024

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Revenue 100.00 % 100.00 % 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 months ended February 28, 2025 in the billing currency using the comparable prior period currency conversion rate.

Revenue in constant currency is calculated by translating the revenue for the three and six months ended May 31, 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.

• Adjusted selling, general and administrative expenses, which excludes acquisition, integration and restructuring costs, the amortization of intangible assets and share-based compensation expense.

TD SYNNEX also uses adjusted selling, general and administrative expenses as a percentage of gross profit, which is a useful metric in considering the portion of gross profit retained after selling, general and administrative expenses.

• 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.

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

Three Months Ended February 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

Three and Six Months Ended May 31, 2025 and 2024:

The following table summarizes our revenue and change in revenue by segment for the three and six months ended May 31, 2025 and 2024:

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change May 31, 2025 May 31, 2024 Percent Change

Revenue in constant currency

(in thousands)

(in thousands) (in thousands)

Revenue $ 14,946,315 $ 13,947,908 7.2 % $ 29,478,022 $ 27,923,161 5.6 %

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Revenue in constant currency $ 1,036,626 $ 963,560 7.6 % $ 2,060,009 $ 1,918,465 7.4 %

Consolidated Commentary

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 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%.

• Three Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $1.0 billion and $0.9 billion, respectively.

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 the mix of products sold, which negatively impacted our revenue compared to the prior three months ended May 31, 2024 by approximately $700 million, or 5%.

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

• Six Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $1.6 billion and $1.7 billion, respectively.

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 the mix of products sold, which negatively impacted our revenue compared to the prior six months ended May 31, 2024 by approximately $1.2 billion, or 4%.

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 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.

• Three Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $451.6 million and $489.8 million, respectively.

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 sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the three months ended May 31, 2024 by approximately $300 million, or 4%.

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

• Six Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $937.9 million and $1.0 billion, respectively.

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 sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the six months ended May 31, 2024 by approximately $460 million, or 3%.

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

• Three Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $463.2 million and $321.0 million, respectively.

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 the mix of products sold, which negatively impacted our revenue compared to the three months ended May 31, 2024 by approximately $270 million, or 6%.

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

• Six Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $483.7 million and $540.2 million, respectively.

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 the mix of products sold, which negatively impacted our revenue compared to the six months ended May 31, 2024 by approximately $480 million, or 5%.

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 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

February 28, 2025 February 29, 2024 Percent Change

dollar that occurred during the fiscal first quarter.

• Three Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $83.6 million and $73.1 million, respectively.

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 the mix of products sold, which negatively impacted our revenue compared to the three months ended May 31, 2024 by approximately $120 million, or 13%.

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

• Six Months Ended May 31, 2025 versus May 31, 2024 - Revenue and revenue in constant currency increased by $133.3 million and $141.5 million, respectively.

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 the mix of products sold, which negatively impacted our revenue compared to the six months ended May 31, 2024 by approximately $260 million, or 14%.

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

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

Gross profit & gross margin - Consolidated

(in thousands)

(in thousands) (in thousands)

Revenue $ 14,946,315 $ 13,947,908 7.2 % $ 29,478,022 $ 27,923,161 5.6 %

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

Our gross profit 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

February 28, 2025 February 29, 2024 Percent Change

(in thousands)

Three Months Ended May 31, 2025 versus May 31, 2024

• Gross profit increased primarily due to the increase in revenue due to growth in both our Endpoint Solutions and Advanced Solutions portfolios.

• Gross margin was relatively consistent.

The presentation of additional revenues on a net basis due to the mix of products sold positively impacted our gross margin by approximately 31 basis points, which was partially offset by higher strategic technologies margins in the prior year period.

Six Months Ended May 31, 2025 versus May 31, 2024

• Gross profit increased, primarily due to the increase in revenue due to growth in both our Endpoint Solutions and Advanced Solutions portfolios, partially offset by the decrease in gross margin.

• Gross margin decreased primarily due to higher strategic technologies margins during the prior year, partially offset by the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our gross margin by approximately 27 basis points.

Selling, General and Administrative ("SG&A") Expenses

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

(in thousands) (in thousands)

Gross profit $ 1,046,373 $ 973,547 7.5 % $ 2,044,379 $ 1,979,313 3.3 %

Selling, general and administrative expenses (1)

Percentage of revenue 4.77 % 4.81 %

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

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

During the three months ended 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.

$ 717,570 $ 671,714 6.8 % $ 1,410,055 $ 1,343,259 5.0 %

Amortization of intangibles (73,282) (72,759) (144,689) (145,636)

Share-based compensation (11,950) (13,430) (33,811) (30,920)

Adjusted selling, general and administrative expenses $ 632,338 $ 585,525 8.0 % $ 1,231,555 $ 1,166,703 5.6 %

Selling, general and administrative expenses (1) as a percent of gross profit

68.6 % 69.0 % 69.0 % 67.9 %

Adjusted selling, general and administrative expenses as a percent of gross profit

60.4 % 60.1 % 60.2 % 58.9 %

(1) Excludes acquisition, integration and restructuring costs, which are presented separately on the Consolidated Statements of Operations.

Our SG&A expenses consist primarily of personnel costs such as salaries, commissions, bonuses and temporary personnel costs.

SG&A 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.

Three Months Ended May 31, 2025 versus May 31, 2024

• SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs.

• SG&A expenses as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit were relatively consistent as the increase in SG&A expenses primarily due to higher personnel costs correlated with the increase in revenue.

Six Months Ended May 31, 2025 versus May 31, 2024

• SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs.

• SG&A expenses as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit increased primarily due to higher strategic technologies gross margins during the prior year, as the current period increase in SG&A expenses correlated with the increase in revenue.

Acquisition, Integration and Restructuring Costs

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.

Acquisition, integration and restructuring costs during the three and six months ended May 31, 2024 were primarily comprised of costs related to the Merger.

Other acquisition, integration and restructuring costs were $0.7 million and $1.7 million during the three and six months ended May 31, 2025, respectively, and $5.2 million during the three and six months ended May 31, 2024.

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.

There were no related expenses recognized during the three and six months ended May 31, 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.

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

Long-lived assets charges and termination fees include 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.

Long-lived assets charges and termination fees include accelerated depreciation and amortization expense of $5.1 million and $5.5 million recorded during the three and six months ended May 31, 2024, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $10.4 million and $17.0 million recorded during the three and six months ended May 31, 2024, respectively 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 $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

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

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

Three Months Ended Six Months Ended

May 31, 2024 May 31, 2024

(in thousands)

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Operating Income

The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the three months ended February 28, 2025 and February 29, 2024:

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change May 31, 2025 May 31, 2024 Percent Change

Operating income & operating margin - Consolidated

(in thousands)

(in thousands) (in thousands)

Revenue $ 14,946,315 $ 13,947,908 $ 29,478,022 $ 27,923,161

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Non-GAAP operating income $ 414,035 $ 388,022 6.7 % $ 812,824 $ 812,610 — %

GAAP operating margin

Operating margin

2.20 % 1.89 % 2.15 % 2.03 %

Non-GAAP operating margin 2.77 % 2.78 % 2.76 % 2.91 %

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

Consolidated Three Months Ended May 31, 2025 versus May 31, 2024

• Operating income increased, primarily due to an increase in revenue and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs.

• Operating margin increased primarily due to lower acquisition, integration and restructuring costs.

• Non-GAAP operating income increased, primarily due to an increase in revenue, partially offset by higher personnel costs.

• Non-GAAP operating margin was relatively consistent.

Consolidated Six Months Ended May 31, 2025 versus May 31, 2024

• Operating income increased, primarily due to an increase in revenue and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs and a decrease in strategic technologies gross margins.

• Operating margin increased, primarily due to lower acquisition, integration and restructuring costs, partially offset by a decrease in strategic technologies gross margins.

• Non-GAAP operating income was relatively consistent as an increase in revenue was offset by higher personnel costs and a decrease in strategic technologies gross margins.

• Non-GAAP operating margin decreased primarily due to a decrease in strategic technologies gross margins.

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change May 31, 2025 May 31, 2024 Percent Change

Operating income & operating margin - Americas

(in thousands)

(in thousands) (in thousands)

Revenue $ 9,009,195 $ 8,557,573 $ 17,398,533 $ 16,460,669

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Non-GAAP operating income $ 301,325 $ 285,122 5.7 % $ 549,439 $ 525,427 4.6 %

GAAP operating margin

Operating margin

2.80 % 2.45 % 2.57 % 2.24 %

Non-GAAP operating margin 3.34 % 3.33 % 3.16 % 3.19 %

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

Americas Three Months Ended May 31, 2025 versus May 31, 2024

• Operating income increased, primarily due to an increase in revenue and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs.

• Operating margin increased primarily due to lower acquisition, integration and restructuring costs.

• Non-GAAP operating income increased, primarily due to an increase in revenue, partially offset by higher personnel costs.

• Non-GAAP operating margin was relatively consistent.

Americas Six Months Ended May 31, 2025 versus May 31, 2024

• Operating income increased, primarily due to an increase in revenue and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs.

• Operating margin increased, primarily due to lower acquisition, integration and restructuring costs, partially offset by a decrease in strategic technologies gross margins.

• Non-GAAP operating income increased, primarily due to an increase in revenue, partially offset by higher personnel costs.

• Non-GAAP operating margin was relatively consistent.

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change May 31, 2025 May 31, 2024 Percent Change

Operating income & operating margin - Europe

(in thousands)

(in thousands) (in thousands)

Revenue $ 4,889,997 $ 4,426,775 $ 10,027,762 $ 9,544,027

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Non-GAAP operating income $ 85,798 $ 80,841 6.1 % $ 209,365 $ 228,683 (8.4) %

GAAP operating margin

Operating margin

1.03 % 0.78 % 1.36 % 1.50 %

Non-GAAP operating margin 1.75 % 1.83 % 2.09 % 2.40 %

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

Europe Three Months Ended May 31, 2025 versus May 31, 2024

• Operating income increased, primarily due to an increase in revenue and a decrease in acquisition, integration and restructuring costs, partially offset by higher personnel costs.

• Operating margin increased, primarily due to a decrease in acquisition, integration and restructuring costs, partially offset by a decrease in strategic technologies gross margins.

• Non-GAAP operating income increased, primarily due to an increase in revenue, partially offset by higher personnel costs.

• Non-GAAP operating margin slightly decreased primarily due to a decrease in strategic technologies gross margins.

Europe Six Months Ended May 31, 2025 versus May 31, 2024

• Operating income decreased, primarily due to higher personnel costs and a decrease in strategic technologies gross margins, partially offset by a decrease in acquisition, integration and restructuring costs and an increase in revenue.

• Operating margin decreased, primarily due to a decrease in strategic technologies gross margins and higher personnel costs, partially offset by a decrease in acquisition, integration and restructuring costs.

• Non-GAAP operating income decreased, primarily due to higher personnel costs and a decrease in strategic technologies gross margins, partially offset by an increase in revenue.

• Non-GAAP operating margin decreased primarily due to a decrease in strategic technologies gross margins and higher personnel costs.

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change May 31, 2025 May 31, 2024 Percent Change

Operating income & operating margin - APJ

(in thousands)

(in thousands) (in thousands)

Revenue $ 1,047,123 $ 963,560 $ 2,051,727 $ 1,918,465

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Non-GAAP operating income $ 26,912 $ 22,059 22.0 % $ 54,020 $ 58,500 (7.7) %

GAAP operating margin

Operating margin

2.40 % 2.11 % 2.44 % 2.86 %

Non-GAAP operating margin 2.57 % 2.29 % 2.63 % 3.05 %

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.

APJ Three Months Ended May 31, 2025 versus May 31, 2024

• Operating income and non-GAAP operating income increased, primarily due to an increase in revenue, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due the impact of the presentation of additional revenue on a net basis due to the mix of products sold.

APJ Six Months Ended May 31, 2025 versus May 31, 2024

• Operating income and non-GAAP operating income decreased, primarily due to a decrease in strategic technologies gross margins and higher personnel costs, partially offset by an increase in revenue.

• Operating margin and non-GAAP operating margin decreased, primarily due a decrease in strategic technologies gross margins, partially offset by the impact of the presentation of additional revenue on a net basis due to the mix of products sold.

Interest Expense and Finance Charges, Net

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

(in thousands)

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

(in thousands) (in thousands)

Interest expense and finance charges, net $ 89,982 $ 76,701 17.3 % $ 177,862 $ 152,592 16.6 %

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

During the three months ended February 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.

Three Months Ended May 31, 2025 versus May 31, 2024

Interest expense and finance charges, net increased, primarily driven by an increase in short-term borrowings to fund working capital requirements, partially offset by decreased costs associated with the sale of accounts receivable due to lower related discount fees.

Accounts receivable discount fees for these programs totaled $13.5 million and $16.6 million in the three months ended May 31, 2025 and 2024, respectively.

Six Months Ended May 31, 2025 versus May 31, 2024

Interest expense and finance charges, net increased, 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 related discount fees.

Accounts receivable discount fees for these programs totaled $25.5 million and $32.6 million in the six months ended May 31, 2025 and 2024, respectively.

Other Expense, Net

Three Months Ended

February 28, 2025 February 29, 2024 Change in Dollars

(in thousands)

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Change in Dollars

(in thousands) (in thousands)

Other expense, net $ 79 $ 3,091 $ (3,012) $ 1,775 $ 5,975 $ (4,200)

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

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

Three and Six Months Ended May 31, 2025 versus May 31, 2024

Other expense, net decreased primarily due to decreased hedging costs.

Provision for Income Taxes

Three Months Ended

February 28, 2025 February 29, 2024 Percent Change

(in thousands)

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

(in thousands) (in thousands)

Provision for income taxes $ 53,157 $ 40,551 31.1 % $ 100,503 $ 92,220 9.0 %

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

During the three months ended February 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.

Three Months Ended May 31, 2025 versus May 31, 2024

Income tax expense increased primarily due to higher income during the period and a slightly higher effective tax rate.

The effective tax rate was higher primarily due to a favorable discrete item recorded during the prior year, net of the relative mix of earnings within the taxing jurisdictions in which we operate.

Six Months Ended May 31, 2025 versus May 31, 2024

Income tax expense increased, primarily due to higher income during the period, partially offset by a slightly lower effective tax rate.

The effective tax rate was lower primarily due to the relative mix of earnings within the taxing jurisdictions in which we operate.

Net Income and Diluted EPS

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

Three Months Ended

February 28, 2025 February 29, 2024

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Non-GAAP net income - Consolidated

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Non-GAAP net income $ 250,517 $ 236,861 $ 487,888 $ 503,084

Three Months Ended

Three Months Ended Six Months Ended

Non-GAAP diluted EPS

February 28, 2025 February 29, 2024

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Diluted EPS (1)

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

For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9% of net income for both the three months ended February 28, 2025 and February 29, 2024.

For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9 % of net income for all periods presented.

Liquidity and Capital Resources

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Three Months Ended

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

May 31, 2025 November 30, 2024 May 31, 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 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.

• CCC was 23 days as of May 31, 2025, and 18 and 23 days as of November 30, 2024 and May 31, 2024, respectively.

• CCC increased as compared to November 30, 2024 primarily due to an increase in DIO due to higher inventories related to strategic technologies products.

• CCC was consistent compared to May 31, 2024, with an increase in DPO due to timing of cash payments offsetting the impacts of an increase in DIO due to higher inventories related to strategic technologies products and a slight increase in DSO.

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

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These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities.

Operating Activities

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 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 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.

Operating Activities - Six Months Ended May 31, 2025 versus May 31, 2024

Net cash used in operating activities was $174.8 million compared to net cash provided by operating activities of $270.0 million.

The decrease in net cash provided by operating activities was primarily due to a larger decrease in accounts receivable during the six months ended May 31, 2024, compared to current year activity, related to the timing of cash receipts.

This impact was partially offset by a decrease in other accrued liabilities during the six months ended May 31, 2024.

Investing Activities - Six Months Ended May 31, 2025 versus May 31, 2024

Net cash used in investing activities was $71.1 million and $100.8 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 $4.5 million paid compared to $26.2 million paid, along with a slight decrease in capital expenditures.

Financing Activities - Six Months Ended May 31, 2025 versus May 31, 2024

Net cash used in financing activities was $126.6 million and $17.5 million, respectively.

The increase in net cash used in financing activities is primarily due to decreased borrowings of $326.1 million, partially offset by a net decrease in payments for share repurchases and dividends of $199.8 million.

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

Our cash and cash equivalents totaled $767.1 million and $1.1 billion as of May 31, 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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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 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 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.

AR Arrangement at May 31, 2025 or November 30, 2024.

There was $150.0 million outstanding under the TD SYNNEX Revolving Credit Facility at May 31, 2025 at an interest rate of 5.61%.

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

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 1, 2026.

There was $581.3 million outstanding on the TD SYNNEX Term Loan as of both May 31, 2025 and November 30, 2024.

On April 19, 2024, we entered into a Term Loan Credit Agreement (the "2024 Term Loan Credit Agreement") which provides for a senior unsecured term loan in the amount of $750.0 million (the "2024 Term Loan").

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

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 $616.8 million in borrowing capacity as of May 31, 2025.

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

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%.

There was $232.4 million outstanding on these facilities at May 31, 2025, at a weighted average interest rate of 8.87%, 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 $4.3 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.

We had total outstanding borrowings of approximately $4.1 billion and $3.9 billion as of May 31, 2025 and November 30, 2024, respectively.

Our outstanding borrowings include Senior Notes of $2.4 billion as of both May 31, 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 May 31, 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.

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

At February 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.

At May 31, 2025 and November 30, 2024, we had a total of $1.0 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 $13.5 million and $25.5 million in the three and six months ended May 31, 2025, respectively and $16.6 million and $32.6 million in the three and six months ended May 31, 2024, respectively.

Share Repurchase Program

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

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.

We repurchased 1.4 million shares of common stock for $148.8 million and 2.1 million shares for $249.3 million in the three and six months ended May 31, 2025, respectively and 2.3 million shares for $254.2 million and 4.2 million shares for $453.4 million during the three and six months ended May 31, 2024, respectively.

As of May 31, 2025, we had $1.5 billion available for future repurchases of our common stock.

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

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

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

As of May 31, 2025, we were in compliance with all material financial covenants for the above arrangements.

Critical Accounting Policies and Estimates

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.

During the six months ended May 31, 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