What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-01 compared with 2025-07-02 · 159 added, 153 removed, 303 unchanged (51% of the section changed)

3 unchanged sentences

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.

38 unchanged sentences

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 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.

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").

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

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

Consolidated Statements of Operations Data:

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

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

Revenue 100.00 % 100.00 % 100.00 % 100.00 %

5 unchanged sentences

Interest expense and finance charges, net (0.59) % (0.55) % (0.60) % (0.54) %

Other expense, net — % (0.02) % (0.01) % (0.02) %

Other income (expense), net 0.01 % (0.01) % — % (0.02) %

Income before income taxes 1.87 % 1.50 % 1.65 % 1.48 %

4 unchanged sentences

• 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.

Revenue in constant currency is calculated by translating the revenue for the three and nine months ended August 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.

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

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

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

Three Months Ended Six Months Ended

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

Three and Nine Months Ended August 31, 2025 and 2024:

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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Revenue in constant currency

12 unchanged sentences

Revenue in constant currency $ 1,196,698 $ 1,003,540 19.2 % $ 3,256,707 $ 2,922,005 11.5 %

• 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%.

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $1.0 billion and $650.5 million, respectively.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint 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 August 31, 2024 by approximately $810 million, or 5%.

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

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

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the prior six months ended May 31, 2024 by approximately $1.2 billion, or 4%.

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

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

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the three months ended May 31, 2024 by approximately $300 million, or 4%.

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

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

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the six months ended May 31, 2024 by approximately $460 million, or 3%.

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $2.5 billion and $2.4 billion, respectively.

The increases are primarily driven by growth in both our Advanced Solutions and Endpoint 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 nine months ended August 31, 2024 by approximately $2.0 billion, or 5%.

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

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $177.9 million and $180.0 million, respectively.

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $1.1 billion and $1.2 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 nine months ended August 31, 2024 by approximately $1.1 billion, or 4%.

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

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

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the three months ended May 31, 2024 by approximately $270 million, or 6%.

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $583.7 million and $277.4 million, respectively.

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

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

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the six months ended May 31, 2024 by approximately $480 million, or 5%.

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

dollar that occurred during the fiscal first quarter.

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

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $1.1 billion and $817.5 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 nine months ended August 31, 2024 by approximately $570 million, or 4%.

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

• Three Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $204.6 million and $193.2 million, respectively.

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

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

The increases are primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by a greater percentage of our sales being presented on a net basis due to the mix of products sold, which negatively impacted our revenue compared to the six months ended May 31, 2024 by approximately $260 million, or 14%.

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

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

• Nine Months Ended August 31, 2025 versus August 31, 2024 - Revenue and revenue in constant currency increased by $337.9 million and $334.7 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 nine months ended August 31, 2024 by approximately $350 million, or 12%.

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

Gross profit & gross margin - Consolidated

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

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.

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

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

• Gross margin increased primarily due to the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our gross margin by approximately 35 basis points, along with margin expansion in our Endpoint Solutions portfolio.

Nine Months Ended August 31, 2025 versus August 31, 2024

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

• Gross margin increased primarily due to 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 29 basis points, partially offset by higher strategic technologies margins during the first half of the prior fiscal year.

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

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

(in thousands) (in thousands)

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58.0 % 59.1 % 59.4 % 59.0 %

____________________________

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

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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

Three Months Ended August 31, 2025 versus August 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 as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit decreased due to our increase in gross profit from growth in both our Advanced Solutions and Endpoint Solutions portfolios as well as gross margin expansion in our Endpoint Solutions portfolio, which exceeded the increase in SG&A expenses primarily due to higher personnel costs.

Nine Months Ended August 31, 2025 versus August 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.

• 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 current period increase in SG&A expenses primarily due to higher personnel costs correlated with the increase in gross profit.

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.

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

Acquisition, integration and restructuring costs during the three and nine months ended August 31, 2025 included $1.3 million of costs related to the acquisition of Apptium.

For further discussion of the Apptium acquisition, see Note 3 – Acquisition, Integration and Restructuring Costs to the Consolidated Financial Statements included in Part I, Item 1 of this Report.

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.

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.

There were no related expenses recognized during the three and nine months ended August 31, 2025 and the three months ended August 31, 2024.

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

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

Long-lived assets charges and termination fees include accelerated depreciation and amortization expense of $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, 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

During the nine months ended August 31, 2024 we 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

(in thousands)

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Operating Income

The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the three 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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - Consolidated

9 unchanged sentences

Non-GAAP operating margin 3.03 % 2.68 % 2.85 % 2.83 %

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

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

• Operating income and non-GAAP operating income increased primarily due to an increase in revenue, along with gross margin expansion in our Endpoint Solutions portfolio, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due to the increase in gross margin.

Consolidated Nine Months Ended August 31, 2025 versus August 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.

1 unchanged sentence

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

• Non-GAAP operating margin was relatively consistent.

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

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

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

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

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

Three Months Ended Six Months Ended

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

• Non-GAAP operating margin was relatively consistent, as the current period increase in SG&A expenses correlated with the increase in revenue.

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - Americas

9 unchanged sentences

Non-GAAP operating margin 3.63 % 3.00 % 3.32 % 3.12 %

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

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

• Operating income and non-GAAP operating income increased, primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios, and an increase in gross margin, partially offset by higher personnel costs.

• Operating margin and non-GAAP operating margin increased primarily due to an increase in gross margin in the region, including impacts from the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our operating margin and non-GAAP operating margin by approximately 20 and 24 basis points, respectively.

Americas Nine Months Ended August 31, 2025 versus August 31, 2024

• Operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios 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, along with the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our operating margin by approximately 11 basis points.

• Non-GAAP operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by higher personnel costs.

• Non-GAAP operating margin increased primarily due to the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our non-GAAP operating margin by approximately 13 basis points.

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - Europe

9 unchanged sentences

Non-GAAP operating margin 2.07 % 2.05 % 2.08 % 2.28 %

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

Europe Three Months Ended August 31, 2025 versus August 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 slightly increased primarily due to the mix of products sold.

Europe Nine Months Ended August 31, 2025 versus August 31, 2024

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

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

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

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

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change August 31, 2025 August 31, 2024 Percent Change

Operating income & operating margin - APJ

9 unchanged sentences

Non-GAAP operating margin 2.60 % 2.65 % 2.62 % 2.91 %

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

APJ Three Months Ended August 31, 2025 versus August 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.

• Operating margin and non-GAAP operating margin were relatively consistent, as the impact of the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted both our operating margin and non-GAAP operating margin by approximately 18 basis points, was offset by a decrease in strategic technologies gross margins.

APJ Nine Months Ended August 31, 2025 versus August 31, 2024

• Operating income and non-GAAP operating income were relatively consistent.

• Operating margin and non-GAAP operating margin decreased primarily due to 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, which positively impacted our operating margin and non-GAAP operating margin by approximately 24 and 26 basis points, respectively.

Interest Expense and Finance Charges, Net

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

(in thousands) (in thousands)

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

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

Three Months Ended August 31, 2025 versus August 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 increased costs associated with the sale of accounts receivable due to higher volumes of sold receivables.

Accounts receivable discount fees for these programs totaled $18.0 million and $16.4 million in the three months ended August 31, 2025 and 2024, respectively.

Nine Months Ended August 31, 2025 versus August 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

Accounts receivable discount fees for these programs totaled $43.5 million and $49.0 million in the nine months ended August 31, 2025 and 2024, respectively.

Other Income (Expense), Net

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Change in Dollars

(in thousands) (in thousands)

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

Other income (expense), net

$ 792 $ (1,518) $ 2,310 $ (983) $ (7,493) $ 6,510

Percentage of revenue 0.01 % (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.

Amounts recorded as other income (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 Nine Months Ended August 31, 2025 versus August 31, 2024

Other income (expense), net improved primarily due to decreased hedging costs.

Provision for Income Taxes

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 Percent Change

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 Percent Change

(in thousands) (in thousands)

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

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.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States.

This legislation introduces several measures, including the permanent extension of select provisions from the Tax Cuts and Jobs Act of 2017, revisions to the international tax framework, and the reinstatement of favorable tax treatment for certain business-related items.

The OBBBA contains multiple effective dates, with key provisions beginning in our fiscal year 2026.

Based on our initial assessment, we do not anticipate the OBBBA will have a material impact on our effective tax rate.

Three and Nine Months Ended August 31, 2025 versus August 31, 2024

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

The effective tax rate was higher primarily due to favorable discrete items recorded during the prior year and 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

Three Months Ended Nine Months Ended

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

Non-GAAP net income - Consolidated

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Non-GAAP net income $ 296,244 $ 245,439 $ 784,132 $ 748,523

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

Non-GAAP diluted EPS

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

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

Diluted EPS (1)

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Three Months Ended

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

August 31, 2025 November 30, 2024 August 31, 2024

(Amounts in thousands)

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

• 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.

• CCC was 23 days as of August 31, 2025, and 18 and 21 days as of November 30, 2024 and August 31, 2024, respectively.

• CCC increased as compared to November 30, 2024 primarily due to an increase in DSO as our accounts receivable increased due to timing of cash receipts, coupled with an increase in DIO, partially offset by an increase in DPO.

The increase in our inventory balances was to support growth in our business which resulted in a corresponding increase in our accounts payable.

• CCC increased compared to August 31, 2024, primarily due to an increase in DIO due to an increase in our inventory balances to support growth in our business, partially offset by an increase in DPO due to a corresponding increase in our accounts payable.

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

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

Operating Activities - 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

Operating Activities - Nine Months Ended August 31, 2025 versus August 31, 2024

Net cash provided by operating activities was $71.3 million and $655.8 million, respectively.

The decrease in net cash provided by operating activities was primarily due to an increase in accounts receivable compared to a decrease in the prior year, and a larger increase in accounts payable during the prior year, related to the timing of cash receipts and cash payments.

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

Investing Activities - Nine Months Ended August 31, 2025 versus August 31, 2024

Net cash used in investing activities was $176.8 million and $181.6 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

The slight decrease in cash used in investing activities is primarily due to a decrease in capital expenditures of $22.1 million and a decrease in settlements of net investment hedges of $14.5 million.

This impact was partially offset by an increase in cash paid for acquisition of businesses, which was $77.5 million primarily due to the acquisition of Apptium, compared to $32.4 million in the prior year.

Financing Activities - Nine Months Ended August 31, 2025 versus August 31, 2024

Net cash used in financing activities was $186.0 million and $655.4 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.

The decrease in net cash used in financing activities is primarily due to increased net borrowings of $360.5 million, along with a net decrease in payments for share repurchases of $86.8 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 totaled $874.4 million and $1.1 billion as of August 31, 2025 and November 30, 2024, respectively.

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

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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 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 enable the repayment of our current borrowings, including $700.0 million of Senior Notes due in August 2026, and 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.

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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%.

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

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 on the TD SYNNEX Revolving Credit Facility at November 30, 2024.

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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.

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

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

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

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

We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $658.4 million in borrowing capacity as of August 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%.

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

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

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

We had total outstanding borrowings of approximately $4.1 billion 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.

We had total outstanding borrowings of approximately $4.2 billion and $3.9 billion as of August 31, 2025 and November 30, 2024, respectively.

Our outstanding borrowings include Senior Notes of $2.4 billion as of both August 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 August 31, 2025 and November 30, 2024.

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

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

At 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.

At August 31, 2025 and November 30, 2024, we had a total of $1.5 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 $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.

Supplier Finance Programs

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

We are not party to the agreements between the vendor and the third-party financial institution.

As part of these arrangements, we generally receive more favorable payment terms from our vendors.

Our rights and obligations to our vendors, including amounts due, are generally not impacted by Supplier Finance Programs.

However, we agree to make all payments to the third-party financial institutions, and our right to offset balances due from vendors against payment obligations is restricted by the agreements for those payment obligations that have been sold by the respective vendors.

As of August 31, 2025 and November 30, 2024, we had $2.9 billion and $3.2 billion, respectively, in obligations outstanding under these programs included in "Accounts payable" in our Consolidated Balance Sheets.

Share Repurchase Program

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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.

We repurchased 1.2 million shares of common stock for $173.8 million and 3.3 million shares for $423.1 million in the three and nine months ended August 31, 2025, respectively, and 0.5 million shares for $56.5 million and 4.7 million shares for $509.9 million during the three and nine months ended August 31, 2024, respectively.

As of August 31, 2025, we had $1.4 billion available for future repurchases of our common stock.

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

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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.

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

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.

During the nine months ended August 31, 2025, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024.

Recently Issued Accounting Pronouncements

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis