What changed in this filing

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Item 1. Financial Statements

2025-10-01 compared with 2025-07-02 · 172 added, 126 removed, 597 unchanged (33% of the section changed)

3 unchanged sentences

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

May 31, 2025 November 30, 2024

August 31, 2025 November 30, 2024

Current assets:

23 unchanged sentences

Preferred stock, $ 0.001 par value, 5,000 shares authorized, no shares issued or outstanding

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both May 31, 2025 and November 30, 2024

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both August 31, 2025 and November 30, 2024

Additional paid-in capital 7,457,713 7,437,688

Treasury stock, 17,092 and 15,289 shares as of May 31, 2025 and November 30, 2024, respectively

Treasury stock, 18,146 and 15,289 shares as of August 31, 2025 and November 30, 2024, respectively

( 1,895,564 ) ( 1,513,017 )

8 unchanged sentences

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Revenue $ 15,650,924 $ 14,684,712 $ 45,128,946 $ 42,607,873

5 unchanged sentences

Interest expense and finance charges, net ( 91,188 ) ( 80,447 ) ( 269,050 ) ( 233,039 )

Other expense, net ( 79 ) ( 3,091 ) ( 1,775 ) ( 5,975 )

Other income (expense), net 792 ( 1,518 ) ( 983 ) ( 7,493 )

Income before income taxes 293,261 220,914 746,222 628,867

12 unchanged sentences

(currency in thousands)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Net income $ 226,795 $ 178,556 $ 579,253 $ 494,289

Other comprehensive income (loss):

Unrealized losses on cash flow hedges during the period, net of tax benefit of $ 0 and $ 0 for the three months ended May 31, 2025 and 2024, respectively, and $ 0 and $ 0 for the six months ended May 31, 2025 and 2024, respectively.

Other comprehensive income:

Unrealized losses on cash flow hedges during the period, net of tax benefit of $ 311 and $ 0 for the three months ended August 31, 2025 and 2024, respectively, and $ 311 and $ 0 for the nine months ended August 31, 2025 and 2024, respectively.

( 788 ) — ( 2,414 ) —

Reclassification of net losses on cash flow hedges to net income, net of tax benefit of $ 3 and $ 0 for the three months ended May 31, 2025 and 2024, respectively, and $ 6 and $ 0 for the six months ended May 31, 2025 and 2024, respectively.

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

Reclassification of net losses on cash flow hedges to net income, net of tax benefit of $ 300 and $ 0 for the three months ended August 31, 2025 and 2024, respectively, and $ 306 and $ 0 for the nine months ended August 31, 2025 and 2024, respectively.

1,707 — 2,086 —

Foreign currency translation adjustments and other, net of tax benefit (expense) of $ 16,405 and $ 690 for the three months ended May 31, 2025 and 2024, respectively, and $ 12,803 and ($ 658 ) for the six months ended May 31, 2025 and 2024, respectively.

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

919 — ( 328 ) —

Other comprehensive income (loss) 284,051 ( 13,212 ) 242,563 ( 45,036 )

Foreign currency translation adjustments and other, net of tax benefit of $ 2,896 and $ 3,487 for the three months ended August 31, 2025 and 2024, respectively, and $ 15,699 and $ 2,829 for the nine months ended August 31, 2025 and 2024, respectively.

68,572 100,043 312,382 55,007

Other comprehensive income 69,491 100,043 312,054 55,007

Comprehensive income $ 296,286 $ 278,599 $ 891,307 $ 549,296

4 unchanged sentences

(currency in thousands, except per share amounts)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Total Stockholders' equity, beginning balance $ 8,342,367 $ 7,956,460 $ 8,035,434 $ 8,183,182

18 unchanged sentences

Beginning balance ( 402,554 ) ( 552,284 ) ( 645,117 ) ( 507,248 )

Other comprehensive income (loss) 284,051 ( 13,212 ) 242,563 ( 45,036 )

Other comprehensive income 69,491 100,043 312,054 55,007

Ending balance ( 333,063 ) ( 452,241 ) ( 333,063 ) ( 452,241 )

6 unchanged sentences

(currency in thousands)

Six Months Ended

May 31, 2025 May 31, 2024

Nine Months Ended

August 31, 2025 August 31, 2024

Cash flows from operating activities:

Net income $ 579,253 $ 494,289

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

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

Depreciation and amortization 309,141 305,094

8 unchanged sentences

Other operating assets and liabilities ( 247,190 ) ( 589,199 )

Net cash (used in) provided by operating activities ( 174,815 ) 270,001

Net cash provided by operating activities 71,326 655,783

Cash flows from investing activities:

1 unchanged sentence

Acquisition of businesses, net of cash acquired ( 77,453 ) ( 32,422 )

Settlement of net investment hedges ( 347 ) ( 14,840 )

Other 5,032 ( 8,259 )

5 unchanged sentences

Repurchases of common stock for tax withholdings on equity awards ( 9,340 ) ( 7,728 )

Net borrowings (repayments) on revolving credit loans 208,708 ( 45,433 )

Net borrowings on revolving credit loans

345,099 105,289

Principal payments on long-term debt ( 15,541 ) ( 1,485,608 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 106,367 1,373

Net (decrease) increase in cash and cash equivalents ( 292,279 ) 139,872

Net decrease in cash and cash equivalents ( 185,028 ) ( 179,853 )

Cash and cash equivalents at beginning of period 1,059,378 1,033,776

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

6 unchanged sentences

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

The accompanying interim unaudited Consolidated Financial Statements as of May 31, 2025 and for the three and six months ended May 31, 2025 and 2024 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

The accompanying interim unaudited Consolidated Financial Statements as of August 31, 2025 and for the three and nine months ended August 31, 2025 and 2024 have been prepared by the Company, without audit, in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC").

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S.

13 unchanged sentences

The Company’s cash and cash equivalents and derivative instruments are transacted and maintained with financial institutions with high credit standing, and their compositions and maturities are regularly monitored by management.

Through May 31, 2025, the Company has not experienced any material credit losses on such deposits and derivative instruments.

Through August 31, 2025, the Company has not experienced any material credit losses on such deposits and derivative instruments.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

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

Accounts receivable include amounts due from customers.

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

3 unchanged sentences

The following table provides revenue generated from products purchased from vendors that exceeded 10% of our consolidated revenue for the periods indicated (as a percent of consolidated revenue):

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

11 % 11 % 12 % 12 %

10 % N/A ( 1 )

_________________________

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

One customer accounted for 11 % and 10 % of the Company's total revenue during the three and six months ended May 31, 2025, respectively.

One customer accounted for 12 % and 11 % of the Company's total revenue during the three and six months ended May 31, 2024, respectively.

As of May 31, 2025 and November 30, 2024, no single customer comprised more than 10% of the consolidated accounts receivable balance.

One customer accounted for 11 % of the Company's total revenue during both the three and nine months ended August 31, 2025.

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

As of August 31, 2025 and November 30, 2024, no single customer comprised more than 10% of the consolidated accounts receivable balance.

Accounts Receivable

7 unchanged sentences

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

As of May 31, 2025 and November 30, 2024, accounts receivable sold to and held by the financial institutions under these programs were $ 1.0 billion and $ 1.2 billion, respectively.

As of August 31, 2025 and November 30, 2024, accounts receivable sold to and held by the financial institutions under these programs were $ 1.5 billion and $ 1.2 billion, respectively.

Discount fees related to the sale of trade accounts receivable under these facilities are included in “Interest expense and finance charges, net” in the Consolidated Statements of Operations.

Discount fees for these programs totaled $ 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.

Discount fees for these programs totaled $ 18.0 million and $ 43.5 million in the three and nine months ended August 31, 2025, respectively and $ 16.4 million and $ 49.0 million in the three and nine months ended August 31, 2024, respectively.

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

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

25 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

19 unchanged sentences

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

In July 2025, the FASB issued an accounting standards update, ASU 2025-05, which creates a new optional practical expedient related to the estimation of future expected credit losses on accounts receivable.

If elected, this expedient removes the requirement, when estimating expected credit losses, to consider changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth.

Instead, companies electing the expedient may assume that current conditions as of the balance sheet date will not change for the remaining life of the asset.

The amendments in ASU 2025-05 are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2027.

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

The Company is currently evaluating the impact the new accounting standard could have on its estimates for future expected credit losses if the Company chooses to elect the optional practical expedient.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2025 and 2024

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

In September 2025, the FASB issued an accounting standards update, ASU 2025-06, which amends guidance related to the accounting for internal-use software development costs.

The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages".

It also clarifies the criteria for capitalization, which begins when both of the following occur:

(1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029.

Early adoption is permitted as of the beginning of an annual reporting period.

ASU 2025-06 allows companies to elect one of the following adoption methods to apply its amendments:

a prospective transition approach, a retrospective transition approach, or a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption.

The Company is currently evaluating the impact the new accounting standard will have on its policy for capitalization of development costs for software intended for internal use.

NOTE 3— 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 (as defined below).

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.

Acquisition, integration and restructuring costs during the nine months ended August 31, 2024 were primarily comprised of costs related to the Merger (as defined below).

There were no acquisition, integration and restructuring costs related to the Merger during the three and nine months ended August 31, 2025, and the three months ended August 31, 2024.

Acquisition, integration and restructuring costs related to the acquisition of Apptium (as defined below) were $ 1.3 million during the three and nine months ended August 31, 2025.

Other acquisition, integration and restructuring costs were $ 1.0 million and $ 2.8 million during the three and nine months ended August 31, 2025, respectively, and $ 0.7 million and $ 1.9 million during the three and nine months ended August 31, 2024, respectively.

Apptium Acquisition

On July 1, 2025, the Company completed the acquisition of Apptium Technologies, LLC and its subsidiaries ("Apptium"), a software development company and provider of a cloud commerce platform that represents a critical investment in the Company’s technology solutions orchestration strategy.

The Company acquired all of the outstanding shares of Apptium for a preliminary purchase price of approximately $ 111.8 million, subject to certain working capital and other adjustments.

The acquisition of Apptium was not material to the Company's results of operations or financial condition.

The financial results of Apptium have been included in the Company's Consolidated Financial Statements since the date of acquisition.

The purchase price allocation is preliminary and subject to customary closing adjustments and revision as additional information about the fair value of assets acquired and liabilities assumed becomes available.

Preliminarily, the Company recorded $ 74.9 million of goodwill and $ 36.3 million of intangible assets, primarily related to acquired technology.

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

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

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

There were no related expenses recognized during the three and six months ended May 31, 2025 and there are no related expenses expected in future periods.

The Company previously incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, and long-lived assets charges and termination fees.

1 unchanged sentence

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.

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

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

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

The Company incurred $ 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

During the nine months ended August 31, 2024, the Company incurred $ 10.1 million of costs in connection with the VSP including $ 8.0 million of severance costs and $ 2.1 million of duplicative labor costs.

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

Nine Months Ended

August 31, 2024

(currency in thousands)

7 unchanged sentences

The Company recognizes share-based compensation expense for all share-based awards made to employees and outside directors, including employee stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance-based RSUs ("PRSUs") and employee stock purchase rights, based on estimated fair values.

The following tables summarize the Company's share-based awards activity for stock incentive plans during the six months ended May 31, 2025.

The following tables summarize the Company's share-based awards activity for stock incentive plans during the nine months ended August 31, 2025.

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

3 unchanged sentences

Exercised ( 158 )

Balances as of May 31, 2025

Balances as of August 31, 2025

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

5 unchanged sentences

Attainment adjustments (1)

Non-vested as of May 31, 2025

Non-vested as of August 31, 2025

__________________

(1) During the six months ended May 31, 2025, the attainment on PRSUs vested was adjusted to reflect actual performance.

The Company recorded $ 12.0 million and $ 33.8 million of share-based compensation expense during the three and six months ended May 31, 2025, respectively and $ 13.4 million and $ 30.9 million during the three and six months ended May 31, 2024, respectively within "Selling, general and administrative expenses" in the Consolidated Statements of Operations for stock incentive plans.

(1) During the nine months ended August 31, 2025, the attainment on PRSUs vested was adjusted to reflect actual performance.

The Company recorded $ 12.4 million and $ 46.2 million of share-based compensation expense during the three and nine months ended August 31, 2025, respectively and $ 16.2 million and $ 47.1 million during the three and nine months ended August 31, 2024, respectively within "Selling, general and administrative expenses" in the Consolidated Statements of Operations for stock incentive plans.

NOTE 5— STOCKHOLDERS' EQUITY:

3 unchanged sentences

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

As of May 31, 2025, the Company had $ 1.5 billion available for future repurchases of its common stock under the March 2024 share repurchase program.

The Company's common share repurchase activity for the six months ended May 31, 2025 is summarized as follows:

As of August 31, 2025, the Company had $ 1.4 billion available for future repurchases of its common stock under the March 2024 share repurchase program.

The Company's common share repurchase activity for the nine months ended August 31, 2025 is summarized as follows:

(shares in thousands, except per share amounts)

5 unchanged sentences

Shares of treasury stock reissued for employee benefit plans ( 534 ) 100.35

Treasury stock balance as of May 31, 2025

Treasury stock balance as of August 31, 2025

18,146 $ 104.46

1 unchanged sentence

(1) Weighted-average price per share excludes broker's commissions and excise taxes.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the six months ended May 31, 2025 and 2024 excludes amounts related to excise tax that when accrued are included in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the nine months ended August 31, 2025 and 2024 excludes amounts related to excise tax that when accrued are included in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets.

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

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

On June 24, 2025 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.44 per common share payable on July 25, 2025 to stockholders of record as of the close of business on July 11, 2025 .

On September 25, 2025 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.44 per common share payable on October 31, 2025 to stockholders of record as of the close of business on October 17, 2025 .

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

1 unchanged sentence

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

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

16 unchanged sentences

Unvested RSAs granted to employees are considered participating securities.

For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9 % of net income for both the three and six months ended May 31, 2025 and 2024.

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

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

2 unchanged sentences

The following table summarizes accounts receivable, net:

May 31, 2025 November 30, 2024

August 31, 2025 November 30, 2024

(currency in thousands)

7 unchanged sentences

Write-offs, recoveries, reclassifications and foreign exchange translation ( 23,919 )

Balance as of May 31, 2025

Balance as of August 31, 2025

Accumulated other comprehensive loss:

10 unchanged sentences

Reclassification of losses from accumulated other comprehensive loss

Balance as of May 31, 2025

2,086 — 2,086

Balance as of August 31, 2025

$ ( 438 ) $ ( 332,625 ) $ ( 333,063 )

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

9 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

2 unchanged sentences

Cash Flow Hedges

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

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

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

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

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

6 unchanged sentences

Net Investment Hedges

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

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

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

9 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

2 unchanged sentences

Balance Sheet Line Item (currency in thousands)

May 31, 2025 November 30, 2024

August 31, 2025 November 30, 2024

Derivative instruments not designated as hedging instruments:

Foreign exchange forward contracts (notional value) $ 2,277,702 $ 1,962,852

Forward foreign currency exchange contracts (notional value)

$ 2,494,782 $ 1,962,852

Other current assets 5,552 11,863

1 unchanged sentence

Derivative instruments designated as cash flow hedges:

Foreign exchange forward contracts (notional value) (1)

Forward foreign currency exchange contracts (notional value) (1)

$ 202,604 $ —

Other current assets 183 —

Other current liabilities

Derivative instruments designated as net investment hedges:

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

Forward foreign currency exchange contracts (notional value) $ 673,644 $ 687,475

Other current assets — 220

2 unchanged sentences

Other long-term liabilities 20,301 7,889

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

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

Other long-term assets — 1,792

Other long-term liabilities 6,173 —

____________________________

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

Volume of Activity

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

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

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

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

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

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

1 unchanged sentence

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

Three Months Ended Six Months Ended

Location of Gains (Losses) in Income May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three Months Ended Nine Months Ended

Location of Gains (Losses) in Income August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

(currency in thousands)

Derivative instruments not designated as hedging instruments:

(Losses) gains recognized from foreign exchange contracts, net⁽¹⁾ Cost of revenue $ ( 62,401 ) $ 326 $ ( 47,404 ) $ 6,448

(Losses) gains recognized from foreign exchange contracts, net⁽¹⁾ Other expense, net ( 125 ) ( 290 ) ( 2,612 ) 1,766

(Losses) gains recognized from forward foreign currency exchange contracts⁽¹⁾ Cost of revenue $ ( 8,787 ) $ ( 5,699 ) $ ( 56,191 ) $ 749

Gains (losses) recognized from forward foreign currency exchange contracts, net⁽¹⁾ Other income (expense), net

2,653 ( 2,210 ) 41 ( 444 )

Total $ ( 6,134 ) $ ( 7,909 ) $ ( 56,150 ) $ 305

Derivative instruments designated as cash flow hedges (2) :

Losses recognized in OCI on foreign exchange forward contracts $ ( 1,619 ) $ — $ ( 1,626 ) $ —

Losses on foreign exchange forward contracts reclassified from AOCI into income Cost of revenue $ ( 646 ) $ — $ ( 238 ) $ —

Losses on foreign exchange forward contracts reclassified from AOCI into income Selling, general and administrative expenses $ ( 92 ) $ — $ ( 147 ) $ —

Losses recognized in OCI on forward foreign currency exchange contracts $ ( 1,099 ) $ — $ ( 2,725 ) $ —

Losses on forward foreign currency exchange contracts reclassified from AOCI into income Revenue $ ( 1,744 ) $ — $ ( 1,744 ) $ —

Losses on forward foreign currency exchange contracts reclassified from AOCI into income Cost of revenue $ ( 148 ) $ — $ ( 386 ) $ —

Losses on forward foreign currency exchange contracts reclassified from AOCI into income Selling, general and administrative expenses $ ( 115 ) $ — $ ( 262 ) $ —

Derivative instruments designated as net investment hedges:

(Losses) gains recognized in OCI on foreign exchange forward contracts $ ( 54,676 ) $ ( 872 ) $ ( 42,452 ) $ 4,572

Losses recognized in OCI on forward foreign currency exchange contracts $ ( 11,387 ) $ ( 12,660 ) $ ( 53,839 ) $ ( 8,088 )

Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 2,548 $ 3,122 $ 7,625 $ 7,766

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

$ ( 9,806 ) $ — $ ( 7,905 ) $ —

Losses recognized in OCI on foreign currency exchange collar contracts $ ( 60 ) $ ( 668 ) $ ( 7,965 ) $ ( 668 )

____________________________

(1) The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies.

(2) The Company had no material cash flow hedges outstanding during the three and six months ended May 31, 2024.

(3) The Company had no foreign exchange collar contracts outstanding during the three and six months ended May 31, 2024.

(2) The Company had no material cash flow hedges outstanding during the three and nine months ended August 31, 2024.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

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

Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 0.9 million.

Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are not material.

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

6 unchanged sentences

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

As of May 31, 2025

As of August 31, 2025

As of November 30, 2024

4 unchanged sentences

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

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

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

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

183 — 183 — — — — —

Forward foreign currency exchange contracts not designated as hedges $ 9,137 $ — $ 9,137 $ — $ 8,096 $ — $ 8,096 $ —

2 unchanged sentences

241 — 241 — — — — —

Foreign exchange collar contracts designated as net investment hedges 6,113 — 6,113 — — — — —

Foreign currency exchange collar contracts designated as net investment hedges 6,173 — 6,173 — — — — —

____________________________

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

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers.

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

The effect of nonperformance risk on the fair value of derivative instruments was not material as of May 31, 2025 and November 30, 2024.

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

The effect of nonperformance risk on the fair value of derivative instruments was not material as of August 31, 2025 and November 30, 2024.

The carrying values of accounts receivable, accounts payable and short-term debt approximate fair value due to their short maturities and interest rates which are variable in nature.

The carrying value of the Company’s term loans approximate their fair value since they bear interest rates that are similar to existing market rates.

The estimated fair value of the Senior Notes was approximately $ 2.3 billion as of both May 31, 2025 and November 30, 2024.

During the six months ended May 31, 2025, there were no transfers between the fair value measurement category levels.

The estimated fair value of the Senior Notes was approximately $ 2.3 billion as of both August 31, 2025 and November 30, 2024.

During the nine months ended August 31, 2025, there were no transfers between the fair value measurement category levels.

NOTE 10— BORROWINGS:

Borrowings consist of the following:

May 31, 2025 November 30, 2024

August 31, 2025 November 30, 2024

(currency in thousands)

TD SYNNEX Revolving Credit Facility

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

$ 700,000 $ —

TD SYNNEX Revolving Credit Facility

Other short-term borrowings 251,085 171,092

Short-term borrowings before debt discount and issuance costs $ 1,196,085 $ 171,092

current portion of unamortized debt discount and issuance costs

Borrowings, current $ 1,194,794 $ 171,092

7 unchanged sentences

600,000 600,000

Total TD SYNNEX Senior Notes

Total TD SYNNEX Senior Notes in long-term debt

$ 1,700,000 $ 2,400,000

8 unchanged sentences

Long-term borrowings $ 3,044,048 $ 3,736,399

____________________________

(1) The interest rate payable on each of these series of Senior Notes is subject to adjustment from time to time if the credit rating assigned to such series of Senior Notes is downgraded (or downgraded and subsequently upgraded).

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

12 unchanged sentences

0.85 % 0.30 % - 0.40 %

____________________________

(1) Based on eligible trade accounts receivable.

6 unchanged sentences

subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.2 billion and $ 3.4 billion as of May 31, 2025 and November 30, 2024, respectively .

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.5 billion and $ 3.4 billion as of August 31, 2025 and November 30, 2024, respectively.

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

2 unchanged sentences

There were no amounts outstanding under the U.S.

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

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

TD SYNNEX Credit Agreement

The Company is party to an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility (the “TD SYNNEX Revolving Credit Facility”) not to exceed an aggregate principal amount of $ 3.5 billion, which may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $ 500.0 million .

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

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

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

There was $ 245.0 million outstanding under the TD SYNNEX Revolving Credit Facility at August 31, 2025 at an interest rate of 5.71 %.

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

5 unchanged sentences

0.100 %- 0.300 %

____________________________

(1) As amended, the TD SYNNEX revolving credit facility will mature on April 16, 2029, subject, in the lender's discretion to two one-year extensions upon the Company's prior notice to lenders.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

The TD SYNNEX Credit Agreement also includes a senior unsecured term loan (the “TD SYNNEX Term Loan”) in an original aggregate principal amount of $ 1.5 billion.

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

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

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

Maturity Date Credit Spread Adjustment Margin (1)

Effective Interest Rate as of May 31, 2025

Effective Interest Rate as of August 31, 2025

Effective Interest Rate as of November 30, 2024

2 unchanged sentences

5.79 % 6.05 %

____________________________

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

7 unchanged sentences

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

Maturity Date Credit Spread Adjustment Margin Effective Interest Rate as of May 31, 2025

Maturity Date Credit Spread Adjustment Margin Effective Interest Rate as of August 31, 2025

Effective Interest Rate as of November 30, 2024

12 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

8 unchanged sentences

Other Short-Term Borrowings

The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $ 616.8 million in borrowing capacity as of May 31, 2025.

The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $ 658.4 million in borrowing capacity as of August 31, 2025.

Most of these facilities are provided on a short-term basis and are reviewed periodically for renewal.

Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions.

There was $ 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 at November 30, 2024, at a weighted average interest rate of 7.91 %.

There was $ 251.1 million outstanding on these facilities at August 31, 2025, at a weighted average interest rate of 6.02 %, and there was $ 171.1 million outstanding at November 30, 2024, at a weighted average interest rate of 7.91 %.

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

At May 31, 2025, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 51.5 million.

At August 31, 2025, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 62.5 million.

These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.

The maximum commitment amounts for local currency credit facilities have been translated into U.S.

dollars at May 31, 2025 exchange rates.

dollars at August 31, 2025 exchange rates.

Covenant Compliance

1 unchanged sentence

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

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

As of August 31, 2025, the Company was in compliance with all material financial covenants for the above arrangements.

TD SYNNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

6 unchanged sentences

The Company generally does not incur any fees under Supplier Finance Programs;

however, the Company did recognize an immaterial amount of fees during the three and six months ended May 31, 2025 and 2024 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of May 31, 2025 and November 30, 2024, the Company had $ 2.8 billion and $ 3.2 billion, respectively, in obligations outstanding under these programs included in “ Accounts payable ” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.

however, the Company did recognize an immaterial amount of fees during the three and nine months ended August 31, 2025 and 2024 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of August 31, 2025 and November 30, 2024, the Company had $ 2.9 billion and $ 3.2 billion, respectively, in obligations outstanding under these programs included in “ Accounts payable ” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.

NOTE 12— SEGMENT INFORMATION:

2 unchanged sentences

(currency in thousands)

Three Months Ended May 31, 2025

Three Months Ended August 31, 2025

Revenue $ 9,267,939 $ 5,174,835 $ 1,208,150 $ 15,650,924

Operating income 283,647 70,419 29,591 383,657

Three Months Ended May 31, 2024

Three Months Ended August 31, 2024

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

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

Six Months Ended May 31, 2025

Nine Months Ended August 31, 2025

Revenue $ 26,666,472 $ 15,202,597 $ 3,259,877 $ 45,128,946

Operating income 730,015 206,623 79,617 1,016,255

Six Months Ended May 31, 2024

Nine Months Ended August 31, 2024

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

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended May 31, 2025 and 2024

For the three and nine months ended August 31, 2025 and 2024

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

24 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements