TD SYNNEX CORP 10-Q

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related Notes included elsewhere in this Report. Amounts in certain tables may not add or compute due to rounding. 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 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 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. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by law. In the Management’s Discussion and Analysis of Financial Condition and Results of Operations, all references to “TD SYNNEX,” "SYNNEX," “we,” “us,” “our” or the “Company” mean TD SYNNEX Corporation and its subsidiaries, except where it is made clear that the term means only the parent company or one of its segments . TD SYNNEX, the TD SYNNEX logo and all other TD SYNNEX company, product and services names and slogans are trademarks or registered trademarks of TD SYNNEX Corporation. Other names and marks are the property of their respective owners. Overview 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. 26 Table of contents Digital transformation and the migration to cloud computing is reshaping our industry, enabling businesses and consumers to evaluate, procure, acquire, and consume technology products and services in a variety of ways. Hybrid models of IT consumption, supporting both physical and virtual delivery methods are emerging, as hardware and software-based solutions become increasingly combined. As a result, customers are seeking greater integration of products, services and solutions that tie technologies together. Therefore, we believe it is important to provide a broad, end-to-end portfolio, with deep capabilities across the computing continuum to help customers manage the increasingly complex IT ecosystem and deliver the solutions and business outcomes the market desires. Our vision for the future is to be the vital solutions aggregator and orchestrator that connects the IT ecosystem. 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 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. 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. 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. 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. 27 Table of contents 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, 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. 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. Acquisitions 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 Six Months Ended Consolidated Statements of Operations Data: May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024 Revenue 100.00 % 100.00 % 100.00 % 100.00 % Cost of revenue (93.00) % (93.02) % (93.06) % (92.91) % Gross profit 7.00 % 6.98 % 6.94 % 7.09 % Selling, general and administrative expenses (4.80) % (4.82) % (4.78) % (4.82) % Acquisition, integration and restructuring costs — % (0.27) % (0.01) % (0.24) % Operating income 2.20 % 1.89 % 2.15 % 2.03 % Interest expense and finance charges, net (0.61) % (0.55) % (0.60) % (0.55) % Other expense, net — % (0.02) % (0.01) % (0.02) % Income before income taxes 1.59 % 1.32 % 1.54 % 1.46 % Provision for income taxes (0.35) % (0.29) % (0.34) % (0.33) % Net income 1.24 % 1.03 % 1.20 % 1.13 % 28 Table of contents Certain Non-GAAP Financial Information In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including: • 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 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. • 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 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. Our acquisition activities have resulted in the recognition of finite-lived intangible assets which consist primarily of customer relationships and vendor lists. Finite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the carrying value may not be recoverable. The amortization of intangible assets is reflected in our Consolidated Statements of Operations. Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to the sale of our products. Additionally, intangible asset amortization expense typically fluctuates based on the size and timing of our acquisition activity. Accordingly, we believe excluding the amortization of intangible assets, along with the other non-GAAP adjustments which neither relate to the ordinary course of our business nor reflect our underlying business performance, enhances our and our investors’ ability to compare our past financial performance with our current performance and to analyze underlying business performance and trends. Intangible asset amortization excluded from the related non-GAAP financial measure represents the entire amount recorded within our GAAP financial statements, and the revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. Intangible asset amortization is excluded from the related non-GAAP financial measure because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. 29 Table of contents Share-based compensation expense is a non-cash expense arising from the grant of equity awards to employees and non-employee members of our Board of Directors based on the estimated fair value of those awards. Although share-based compensation is an important aspect of the compensation of our employees, the fair value of the share-based awards may bear little resemblance to the actual value realized upon the vesting or future exercise of the related share-based awards and the expense can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. 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. 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. Management also uses these non-GAAP measures to establish operational goals and, in some cases, for measuring performance for compensation purposes. As these non-GAAP financial measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies. 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 Six Months Ended May 31, 2025 and 2024: Revenue 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) Consolidated Revenue $ 14,946,315 $ 13,947,908 7.2 % $ 29,478,022 $ 27,923,161 5.6 % Impact of changes in foreign currencies (114,574) — 169,122 — Revenue in constant currency $ 14,831,741 $ 13,947,908 6.3 % $ 29,647,144 $ 27,923,161 6.2 % Americas Revenue $ 9,009,195 $ 8,557,573 5.3 % $ 17,398,533 $ 16,460,669 5.7 % Impact of changes in foreign currencies 38,184 — 104,423 — Revenue in constant currency $ 9,047,379 $ 8,557,573 5.7 % $ 17,502,956 $ 16,460,669 6.3 % Europe Revenue $ 4,889,997 $ 4,426,775 10.5 % $ 10,027,762 $ 9,544,027 5.1 % Impact of changes in foreign currencies (142,261) — 56,417 — Revenue in constant currency $ 4,747,736 $ 4,426,775 7.3 % $ 10,084,179 $ 9,544,027 5.7 % APJ Revenue $ 1,047,123 $ 963,560 8.7 % $ 2,051,727 $ 1,918,465 6.9 % Impact of changes in foreign currencies (10,497) — 8,282 — Revenue in constant currency $ 1,036,626 $ 963,560 7.6 % $ 2,060,009 $ 1,918,465 7.4 % 30 Table of contents Consolidated • 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. dollar. • 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. dollar. Americas • 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. dollar. • 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. dollar. Europe • 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. dollar. • 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. dollar that occurred during the fiscal first quarter. APJ • 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. dollar. • 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. dollar. 31 Table of contents Gross Profit Three Months Ended Six Months Ended May 31, 2025 May 31, 2024 Percent Change May 31, 2025 May 31, 2024 Percent Change Gross profit & gross margin - Consolidated (in thousands) (in thousands) Revenue $ 14,946,315 $ 13,947,908 7.2 % $ 29,478,022 $ 27,923,161 5.6 % Gross profit $ 1,046,373 $ 973,547 7.5 % $ 2,044,379 $ 1,979,313 3.3 % Gross margin 7.00 % 6.98 % 6.94 % 7.09 % 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. 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 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) $ 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. 32 Table of contents 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 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. The Merger 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 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. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs. Long-lived assets charges and termination fees include accelerated depreciation and amortization expense of $5.1 million and $5.5 million recorded during the three and six months ended May 31, 2024, respectively, 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 $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) Professional services costs $ 7,058 $ 16,456 Personnel and other costs 7,316 15,279 Long-lived assets charges and termination fees 15,496 22,533 Voluntary severance program costs 2,893 10,113 Total $ 32,763 $ 64,381 33 Table of contents 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 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 Operating income & operating margin - Consolidated (in thousands) (in thousands) Revenue $ 14,946,315 $ 13,947,908 $ 29,478,022 $ 27,923,161 Operating income $ 328,139 $ 263,948 24.3 % $ 632,598 $ 566,520 11.7 % Acquisition, integration and restructuring costs 664 37,885 1,726 69,534 Amortization of intangibles 73,282 72,759 144,689 145,636 Share-based compensation 11,950 13,430 33,811 30,920 Non-GAAP operating income $ 414,035 $ 388,022 6.7 % $ 812,824 $ 812,610 — % Operating margin 2.20 % 1.89 % 2.15 % 2.03 % Non-GAAP operating margin 2.77 % 2.78 % 2.76 % 2.91 % 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. 34 Table of contents 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) Revenue $ 9,009,195 $ 8,557,573 $ 17,398,533 $ 16,460,669 Operating income $ 252,646 $ 209,284 20.7 % $ 446,368 $ 368,966 21.0 % Acquisition, integration and restructuring costs 58 25,395 382 52,767 Amortization of intangibles 40,488 41,518 80,905 82,971 Share-based compensation 8,133 8,925 21,784 20,723 Non-GAAP operating income $ 301,325 $ 285,122 5.7 % $ 549,439 $ 525,427 4.6 % Operating margin 2.80 % 2.45 % 2.57 % 2.24 % Non-GAAP operating margin 3.34 % 3.33 % 3.16 % 3.19 % 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) Revenue $ 4,889,997 $ 4,426,775 $ 10,027,762 $ 9,544,027 Operating income $ 50,312 $ 34,360 46.4 % $ 136,204 $ 142,685 (4.5) % Acquisition, integration and restructuring costs 499 12,049 1,125 16,001 Amortization of intangibles 31,988 30,621 62,177 61,423 Share-based compensation 2,999 3,811 9,859 8,574 Non-GAAP operating income $ 85,798 $ 80,841 6.1 % $ 209,365 $ 228,683 (8.4) % Operating margin 1.03 % 0.78 % 1.36 % 1.50 % Non-GAAP operating margin 1.75 % 1.83 % 2.09 % 2.40 % 35 Table of contents 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) Revenue $ 1,047,123 $ 963,560 $ 2,051,727 $ 1,918,465 Operating income $ 25,181 $ 20,304 24.0 % $ 50,026 $ 54,869 (8.8) % Acquisition, integration and restructuring costs 107 441 219 766 Amortization of intangibles 806 620 1,607 1,242 Share-based compensation 818 694 2,168 1,623 Non-GAAP operating income $ 26,912 $ 22,059 22.0 % $ 54,020 $ 58,500 (7.7) % Operating margin 2.40 % 2.11 % 2.44 % 2.86 % Non-GAAP operating margin 2.57 % 2.29 % 2.63 % 3.05 % 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. 36 Table of contents Interest Expense and Finance Charges, Net Three Months Ended Six Months Ended May 31, 2025 May 31, 2024 Percent Change 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 % Percentage of revenue 0.61 % 0.55 % 0.60 % 0.55 % 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. 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 Six Months Ended May 31, 2025 May 31, 2024 Change in Dollars 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) Percentage of revenue — % 0.02 % 0.01 % 0.02 % 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. Three and Six Months Ended May 31, 2025 versus May 31, 2024 Other expense, net decreased primarily due to decreased hedging costs. 37 Table of contents Provision for Income Taxes Three Months Ended Six Months Ended May 31, 2025 May 31, 2024 Percent Change 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 % Percentage of income before income taxes 22.33 % 22.02 % 22.19 % 22.61 % Income taxes consist of our current and deferred tax expense resulting from our income earned in domestic and foreign jurisdictions. 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. 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 Six Months Ended May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024 Non-GAAP net income - Consolidated (in thousands) Net Income $ 184,921 $ 143,605 $ 352,458 $ 315,733 Acquisition, integration and restructuring costs 664 37,885 1,726 69,534 Amortization of intangibles 73,282 72,759 144,689 145,636 Share-based compensation 11,950 13,430 33,811 30,920 Income taxes related to the above (20,300) (30,818) (44,796) (58,739) Non-GAAP net income $ 250,517 $ 236,861 $ 487,888 $ 503,084 Three Months Ended Six Months Ended Non-GAAP diluted EPS May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024 Diluted EPS (1) $ 2.21 $ 1.66 $ 4.19 $ 3.60 Acquisition, integration and restructuring costs 0.01 0.44 0.02 0.79 Amortization of intangibles 0.87 0.84 1.71 1.66 Share-based compensation 0.14 0.15 0.40 0.35 Income taxes related to the above (0.24) (0.36) (0.53) (0.67) Non-GAAP diluted EPS (1) $ 2.99 $ 2.73 $ 5.79 $ 5.73 _________________________ (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 all periods presented. 38 Table of contents Liquidity and Capital Resources Cash Conversion Cycle Three Months Ended May 31, 2025 November 30, 2024 May 31, 2024 (Amounts in thousands) Days sales outstanding ("DSO") Revenue (a) $ 14,946,315 $ 15,844,563 $ 13,947,908 Accounts receivable, net (b) 10,127,960 10,341,625 8,852,525 Days sales outstanding (c) = ((b)/(a))*the number of days during the period 62 60 59 Days inventory outstanding ("DIO") Cost of revenue (d) $ 13,899,942 $ 14,803,618 $ 12,974,361 Inventories (e) 8,655,741 8,287,048 7,098,247 Days inventory outstanding (f) = ((e)/(d))*the number of days during the period 57 51 50 Days payable outstanding ("DPO") Cost of revenue (g) $ 13,899,942 $ 14,803,618 $ 12,974,361 Accounts payable (h) 14,542,575 15,084,107 12,134,581 Days payable outstanding (i) = ((h)/(g))*the number of days during the period 96 93 86 Cash conversion cycle ("CCC") (j) = (c)+(f)-(i) 23 18 23 Cash Flows Our business is working capital intensive. Our working capital needs are primarily to finance accounts receivable and inventory. We rely heavily on term loans, sales of accounts receivable, our securitization program, our revolver programs and net trade credit from vendors for our working capital needs. We have financed our growth and cash needs to date primarily through cash generated from operations and financing activities. As a general rule, when sales volumes are increasing, our net investment in working capital dollars typically increases, which generally results in decreased cash flow generated from operating activities. Conversely, when sales volumes decrease, our net investment in working capital dollars typically decreases, which generally results in increases in cash flows generated from operating activities. 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. • 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. 39 Table of contents To increase our market share and better serve our customers, we may further expand our operations through investments or acquisitions. We expect that any such expansions would require an initial investment in working capital, personnel, facilities and operations. 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 - 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 $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. federal tax on repatriation into the U.S. Repatriation of some foreign balances is restricted by local laws. If in the future we repatriate foreign cash back to the U.S., we will report in our Consolidated Financial Statements the impact of state and withholding taxes depending upon the planned timing and manner of such repatriation. Presently, we believe we have sufficient resources, cash flow and liquidity within the U.S. to fund current and expected future working capital, investment and other general corporate funding requirements. We believe that our available cash and cash equivalents balances, cash flows from operations and our existing sources of liquidity, including available capacity under our borrowing facilities, will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months in all geographies. We also believe that our longer-term working capital, planned capital expenditures, anticipated stock repurchases, dividend payments and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities. Credit Facilities and Borrowings In the U.S., we have an accounts receivable securitization program to provide additional capital for our operations (the "U.S. AR Arrangement"). Under the terms of the U.S. AR Arrangement, we and our subsidiaries that are party to the U.S. AR Arrangement can borrow up to a maximum of $1.5 billion based upon eligible trade accounts receivable. The U.S. 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 were no amounts outstanding under the U.S. 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. 40 Table of contents 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"). The proceeds from the 2024 Term Loan were used to repay a portion of the TD SYNNEX Term Loan. The 2024 Term Loan will mature on September 1, 2027. We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $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 $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. We have no reason to believe that these and other arrangements will not be renewed or replaced as we continue to be in good credit standing with the participating financial institutions. 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 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. Accounts Receivable Purchase Agreements We have uncommitted accounts receivable purchase agreements under which trade accounts receivable owed by certain customers may be acquired, without recourse, by certain financial institutions. Available capacity under these programs is dependent upon the level of our trade accounts receivable eligible to be sold into these programs and the financial institutions’ willingness to purchase such receivables. In addition, certain of these programs also require that we continue to service, administer and collect the sold accounts receivable. 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 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 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. Covenant Compliance Our credit facilities have a number of covenants and restrictions that require us to maintain specified financial ratios. 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 May 31, 2025, we were in compliance with all material financial covenants for the above arrangements. 41 Table of contents Critical Accounting Policies and Estimates 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 For a summary of recent accounting pronouncements and the anticipated effects on our consolidated financial statements, see Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements, which can be found under Part I, Item 1 of this Report. ITEM 3. Quantitative and Qualitative Disclosures about Market Risk For a description of the Company’s market risks, see “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. No material changes have occurred in our market risks since November 30, 2024.