Item 1. Financial Statements
ITEM 1. Financial Statements
TD SYNNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(currency and share amounts in thousands, except par value)
(unaudited)
August 31, 2026 November 30, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 749,302 $ 2,435,389
Accounts receivable, net 14,953,804 11,707,581
Receivables from vendors, net 915,407 972,658
Inventories 15,291,597 9,504,340
Other current assets 983,781 669,470
Total current assets 32,893,891 25,289,438
Property and equipment, net 565,111 496,291
Goodwill 4,108,529 4,099,297
Intangible assets, net 3,559,885 3,774,952
Other assets, net 717,067 590,920
Total assets $ 41,844,483 $ 34,250,898
LIABILITIES AND EQUITY
Current liabilities:
Borrowings, current $ 1,926,400 $ 1,018,321
Accounts payable 22,442,942 17,624,254
Other accrued liabilities 3,237,907 2,318,265
Total current liabilities 27,607,249 20,960,840
Long-term borrowings 3,595,337 3,592,130
Other long-term liabilities 524,345 447,981
Deferred tax liabilities 815,749 799,518
Total liabilities 32,542,680 25,800,469
Commitments and contingencies ( Note 12)
Stockholders’ equity:
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 August 31, 2026 and November 30, 2025
99 99
Additional paid-in capital 7,535,960 7,431,231
Treasury stock, 19,953 and 18,912 shares as of August 31, 2026 and November 30, 2025, respectively
( 2,287,489 ) ( 2,038,528 )
Accumulated other comprehensive loss ( 345,422 ) ( 379,433 )
Retained earnings 4,398,655 3,437,060
Total stockholders' equity 9,301,803 8,450,429
Total liabilities and equity $ 41,844,483 $ 34,250,898
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).
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TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(currency and share amounts in thousands, except per share amounts)
(unaudited)
Three Months Ended Nine Months Ended
August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025
Revenue $ 21,558,406 $ 15,650,924 $ 58,294,417 $ 45,128,946
Cost of revenue ( 20,132,992 ) ( 14,521,071 ) ( 54,277,396 ) ( 41,954,714 )
Gross profit 1,425,414 1,129,853 4,017,021 3,174,232
Selling, general and administrative expenses ( 782,535 ) ( 746,196 ) ( 2,365,420 ) ( 2,157,977 )
Operating income 642,879 383,657 1,651,601 1,016,255
Interest expense and finance charges, net ( 120,518 ) ( 91,188 ) ( 304,893 ) ( 269,050 )
Other income (expense), net 32,889 792 60,883 ( 983 )
Income before income taxes 555,250 293,261 1,407,591 746,222
Provision for income taxes ( 139,010 ) ( 66,466 ) ( 330,348 ) ( 166,969 )
Net income $ 416,240 $ 226,795 $ 1,077,243 $ 579,253
Earnings per common share:
Basic $ 5.20 $ 2.76 $ 13.41 $ 6.95
Diluted $ 5.18 $ 2.74 $ 13.37 $ 6.92
Weighted-average common shares outstanding:
Basic 79,213 81,561 79,570 82,593
Diluted 79,413 81,901 79,777 82,928
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).
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TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(currency in thousands)
(unaudited)
Three Months Ended Nine Months Ended
August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025
Net income $ 416,240 $ 226,795 $ 1,077,243 $ 579,253
Other comprehensive (loss) income:
Unrealized gains (losses) on cash flow hedges during the period, net of tax (expense) benefit of ($ 270 ) and $ 311 for the three months ended August 31, 2026 and 2025, respectively, and $( 623 ) and $ 311 for the nine months ended August 31, 2026 and 2025, respectively.
740 ( 788 ) 3,145 ( 2,414 )
Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $ 382 and ($ 300 ) for the three months ended August 31, 2026 and 2025, respectively, and $ 638 and ($ 306 ) for the nine months ended August 31, 2026 and 2025, respectively.
( 1,567 ) 1,707 ( 3,466 ) 2,086
Net change in unrealized (losses) gains on cash flow hedges, net of taxes
( 827 ) 919 ( 321 ) ( 328 )
Foreign currency translation adjustments and other, net of tax (expense) benefit of ($ 1,857 ) and $ 2,896 for the three months ended August 31, 2026 and 2025, respectively, and ($ 262 ) and $ 15,699 for the nine months ended August 31, 2026 and 2025, respectively.
( 17,666 ) 68,572 34,332 312,382
Other comprehensive (loss) income ( 18,493 ) 69,491 34,011 312,054
Comprehensive income $ 397,747 $ 296,286 $ 1,111,254 $ 891,307
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).
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TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(currency in thousands, except per share amounts)
(unaudited)
Three Months Ended Nine Months Ended
August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025
Total stockholders' equity, beginning balance $ 8,950,359 $ 8,342,367 $ 8,450,429 $ 8,035,434
Common stock and additional paid-in capital:
Beginning balance 7,454,624 7,448,213 7,431,330 7,437,787
Share-based compensation 16,251 12,427 57,771 46,238
Treasury stock reissued for employee benefit plans
( 556 ) ( 2,828 ) ( 18,782 ) ( 26,213 )
Provision for common stock warrants 65,740 — 65,740 —
Ending balance 7,536,059 7,457,812 7,536,059 7,457,812
Treasury stock:
Beginning balance ( 2,198,129 ) ( 1,737,413 ) ( 2,038,528 ) ( 1,513,017 )
Repurchases of common stock for tax withholdings on equity awards ( 789 ) ( 508 ) ( 7,471 ) ( 9,340 )
Reissuance of treasury stock for employee benefit plans 12,495 17,680 53,049 53,578
Repurchases of common stock ( 101,066 ) ( 175,323 ) ( 294,539 ) ( 426,785 )
Ending balance ( 2,287,489 ) ( 1,895,564 ) ( 2,287,489 ) ( 1,895,564 )
Retained earnings:
Beginning balance 4,020,793 3,034,121 3,437,060 2,755,781
Net income 416,240 226,795 1,077,243 579,253
Cash dividends declared ( 38,378 ) ( 36,300 ) ( 115,648 ) ( 110,418 )
Ending balance 4,398,655 3,224,616 4,398,655 3,224,616
Accumulated other comprehensive loss:
Beginning balance ( 326,929 ) ( 402,554 ) ( 379,433 ) ( 645,117 )
Other comprehensive (loss) income ( 18,493 ) 69,491 34,011 312,054
Ending balance ( 345,422 ) ( 333,063 ) ( 345,422 ) ( 333,063 )
Total stockholders' equity, ending balance $ 9,301,803 $ 8,453,801 $ 9,301,803 $ 8,453,801
Cash dividends declared per share $ 0.48 $ 0.44 $ 1.44 $ 1.32
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).
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TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(currency in thousands)
(unaudited)
Nine Months Ended
August 31, 2026 August 31, 2025
Cash flows from operating activities:
Net income $ 1,077,243 $ 579,253
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization 316,196 309,141
Share-based compensation 57,771 46,238
Gains on investments ( 33,107 ) —
Provision for common stock warrants 14,502 —
Provision for doubtful accounts 32,556 21,707
Other 354 3,715
Changes in operating assets and liabilities, net of acquisition of businesses:
Accounts receivable, net ( 3,276,790 ) ( 266,185 )
Receivables from vendors, net 58,330 143,309
Inventories ( 5,783,606 ) ( 654,499 )
Accounts payable 4,797,793 135,837
Other operating assets and liabilities 660,564 ( 247,190 )
Net cash (used in) provided by operating activities ( 2,078,194 ) 71,326
Cash flows from investing activities:
Purchases of property and equipment ( 158,853 ) ( 103,989 )
Acquisition of businesses, net of cash acquired ( 7,786 ) ( 77,453 )
Settlement of net investment hedges ( 22,699 ) ( 347 )
Proceeds from sale of investments in equity securities 42,734 —
Other 235 5,032
Net cash used in investing activities ( 146,369 ) ( 176,757 )
Cash flows from financing activities:
Dividends paid ( 115,648 ) ( 110,418 )
Proceeds from reissuance of treasury stock 34,267 27,365
Repurchases of common stock ( 292,368 ) ( 423,129 )
Repurchases of common stock for tax withholdings on equity awards ( 7,471 ) ( 9,340 )
Net borrowings on revolving credit loans 1,638,536 345,099
Principal payments on long-term debt ( 714,783 ) ( 15,541 )
Cash paid for debt issuance costs ( 4,759 ) —
Other ( 9,597 ) —
Net cash provided by (used in) financing activities 528,177 ( 185,964 )
Effect of exchange rate changes on cash and cash equivalents 10,299 106,367
Net decrease in cash and cash equivalents ( 1,686,087 ) ( 185,028 )
Cash and cash equivalents at beginning of period 2,435,389 1,059,378
Cash and cash equivalents at end of period $ 749,302 $ 874,350
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
NOTE 1— ORGANIZATION AND BASIS OF PRESENTATION:
TD SYNNEX Corporation (together with its subsidiaries, herein referred to as "TD SYNNEX" or the “Company”) is a leading global distributor, solutions aggregator, and original design and contract manufacturer that plays a central role in connecting the information technology ("IT") ecosystem. The Company is headquartered in Fremont, California and Clearwater, Florida and has operations in North and South America, Europe and Asia-Pacific and Japan ("APJ").
The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. The Company operates on a fiscal year that ends on November 30.
The accompanying interim unaudited Consolidated Financial Statements as of August 31, 2026 and for the three and nine months ended August 31, 2026 and 2025 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 note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025.
Interim results of operations are not necessarily indicative of financial results for a full year, and the Company makes no representations related thereto. Certain columns and rows may not add or compute due to the use of rounded numbers.
NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
For a discussion of the Company’s significant accounting policies, refer to the discussion in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. The Company evaluates these estimates on a regular basis and bases them on historical experience and on various assumptions that the Company believes are reasonable. Actual results could differ from the estimates.
Segment Reporting
During the first quarter of fiscal year 2026, the Company revised its reportable segments to align with how the Company’s Chief Operating Decision Maker (the "CODM") manages the business, assesses performance and allocates resources. This change had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to reflect the Company’s new reportable segments. See Note 11 - Segment Information for further discussion of the Company's operating and reportable segments and the related accounting policies.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Goodwill
The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination, and when there is a change in the Company's reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill is allocated to the reporting units using a relative fair value approach. The Company tests for impairment annually as of September 1, or more frequently if events or changes in circumstances indicate that it may be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The factors that are considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors such as increases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows; and other relevant entity-specific events and information. The Company also has the option to bypass the qualitative assessment for any reporting unit in any period.
If the reporting unit does not pass or the Company chooses to bypass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on the value of a business through an analysis of sales and other multiples of guideline companies and recent sales or offerings of a comparable entity. The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, working capital requirements, future economic conditions, discount rates and other relevant factors. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss.
During the first quarter of fiscal year 2026, the Company revised its operating segments and reportable segments as detailed in Note 11 - Segment Information. The change in segment structure also resulted in a change to the Company’s reporting units, which align to the Company's operating segments. The Company allocated goodwill to its new reporting units on a relative fair value basis, assessed goodwill before and after the change in reporting units, and concluded that no goodwill impairment existed. See Note 6 - Balance Sheet Components for a summary of the impacts of this reallocation by reportable segment.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and cash equivalents, accounts receivable, receivables from vendors and derivative instruments.
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 August 31, 2026, the Company has not experienced any material credit losses on such deposits and derivative instruments.
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. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral. The Company also maintains allowances for expected credit losses. In estimating the required allowances, the Company takes into consideration the overall quality and aging of its receivable portfolio, the existence of credit insurance and specifically identified customer and vendor risks.
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 Nine Months Ended
August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025
Apple, Inc. N/A (1)
11 % 10 % 12 %
HP Inc. N/A (1)
10 % N/A (1)
10 %
_________________________
(1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
No single customer accounted for more than 10% of the Company's total revenue during the three and nine months ended August 31, 2026. One customer accounted for 11 % of the Company's total revenue during both the three and nine months ended August 31, 2025. As of August 31, 2026 and November 30, 2025, no single customer comprised more than 10% of the consolidated accounts receivable balance.
Accounts Receivable
The Company maintains an allowance for doubtful accounts as an estimate to cover the future expected credit losses resulting from uncertainty regarding collections from customers or OEM vendors to make payments for outstanding balances. In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis.
The Company has uncommitted accounts receivable purchase agreements with global financial institutions under which trade accounts receivable of certain customers and their affiliates may be acquired, without recourse, by the financial institutions. Available capacity under these programs is dependent on the level of the Company’s trade accounts receivable with these customers and the financial institutions’ willingness to purchase such receivables. In addition, certain of these programs also require that the Company continue to service, administer and collect the sold accounts receivable. As of August 31, 2026 and November 30, 2025, accounts receivable sold to and held by the financial institutions under these programs were $ 2.1 billion and $ 1.8 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 $ 28.6 million and $ 72.8 million in the three and nine months ended August 31, 2026, respectively and $ 18.0 million and $ 43.5 million in the three and nine months ended August 31, 2025, respectively.
Seasonality
The Company's operating results are affected by the seasonality of the IT products industry. The Company has historically experienced slightly higher sales in the fourth fiscal quarter due to patterns in purchasing cycles of the Company's customers and end-users. These historical patterns may not be repeated in subsequent periods.
Revenue Recognition
The Company generates revenue primarily from the sale of various IT products.
The Company recognizes revenue from the sale of IT hardware and software as control is transferred to customers, which is at the point in time when the product is shipped or delivered. The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Binding purchase orders from customers together with agreement to the Company's terms and conditions of sale by way of an executed agreement or other signed documents are considered to be the contract with a customer. Products sold by the Company are delivered via shipment from the Company’s facilities, drop-shipment directly from the vendor, or by electronic delivery of software products. In situations where arrangements include customer acceptance provisions, revenue is recognized when the Company can objectively verify the products comply with specifications underlying acceptance and the customer has control of the products. Revenue is presented net of taxes collected from customers and remitted to government authorities. The Company generally invoices a customer upon shipment, or in accordance with specific contractual provisions. Payments are due as per contract terms and do not contain a significant financing component. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. These provisions are reviewed and adjusted periodically by the Company. Revenue is reduced for early payment discounts and volume incentive rebates offered to customers, which are considered variable consideration, at the time of sale based on an evaluation of the contract terms and historical experience.
The Company recognizes revenue on a net basis on certain contracts, where the Company’s performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which the Company does not assume the risks and rewards of ownership, by recognizing the margins earned in revenue with no associated cost of revenue. Such arrangements within the Company's distribution operating segments include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts, and extended warranty contracts, and within the Company's Hyve Solutions operating segment include certain systems design and integration solutions and supply chain services arrangements.
The Company considers shipping and handling activities as costs to fulfill the sale of products. Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue.
The Company disaggregates its revenue by reportable segment. This disaggregation level appropriately depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregated revenue disclosure is presented in Note 11 – Segment Information.
During the second quarter of fiscal year 2026, the Company issued a warrant (the "Warrant") to a customer for the purchase of up to an aggregate of approximately 3.2 million shares of the Company's common stock ("Warrant Shares"). A portion of the Warrant Shares vested immediately, while the remaining Warrant Shares vest based on qualifying payments, as defined in the Warrant, for purchases of products and services over the term of the Warrant. The Company recorded an asset within both Other current assets and Other assets, net in the Consolidated Balance Sheets related to the portion of the Warrant Shares that vested immediately, and a corresponding increase in additional paid-in capital in the Consolidated Statements of Stockholders’ Equity. As reflected in the Consolidated Statements of Operations, a reduction of revenue is recognized based on qualifying revenues for both the amortization of the asset and the unvested Warrant Shares over the term of the Warrant, with the portion related to the unvested Warrant Shares recognized as a corresponding increase in additional paid-in capital. As this amount represents a non-cash reduction of revenue, it is included as an adjustment to reconcile net income to net cash flows from operating activities in the Consolidated Statements of Cash Flows. Refer to Note 3 – Share-Based Compensation for additional information.
Reclassifications
Certain reclassifications have been made to prior period amounts in the Consolidated Financial Statements to conform to the current period presentation, including revisions to our reportable segment disclosures (see Note 11 - Segment Information for further discussion). Except for the revisions to our reportable segment information, no other reclassifications had a material impact on previously reported amounts.
Recently Adopted Accounting Pronouncements
In May 2025, the FASB issued an accounting standards update, ASU 2025-04, to address diversity in accounting practice regarding share-based consideration issued to customers within the scope of Topic 606. ASU 2025-04 requires entities that issue such share-based consideration to apply the share-based payment guidance in Topic 718 to measure and classify the awards, and clarifies how vesting conditions and expected forfeitures affect the timing and amount of the related reduction of revenue. The amendments in ASU 2025-04 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted and the amendments should be applied on either a modified retrospective or a retrospective basis. The Company elected to early adopt ASU 2025-04 retrospectively during the three months ended May 31, 2026, in connection with a specific transaction that is discussed further in Note 3 - Share-Based Compensation. The adoption of ASU 2025-04 did not impact prior periods.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued an accounting standards update, ASU 2023-09, which requires enhanced income tax disclosures. The enhanced disclosures required include disclosure of specific categories and disaggregation of information in the rate reconciliation table. ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The amendments should be applied on a prospective basis. Retrospective application is permitted. The amendments in ASU 2023-09 will be applied on a prospective basis in the Company's Annual Report on Form 10-K for the fiscal year ending November 30, 2026, and will not have a material impact on the Company's income tax disclosures in the notes to the consolidated financial statements.
In November 2024, the FASB issued an accounting standards update, ASU 2024-03, which requires new tabular disclosures in the notes to consolidated financial statements, disaggregating certain cost and expense categories within relevant captions on the Consolidated Statements of Operations. The prescribed cost and expense categories requiring disaggregated disclosures include purchases of inventory, employee compensation, depreciation and intangible asset amortization, along with certain other expense disclosures already required by U.S. GAAP that would need to be integrated within the new tabular disaggregated expense disclosures. Additionally, the amendments also require the disclosure of total selling expenses and an entity's definition of those expenses. The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026, which for the Company would be the fiscal year ending November 30, 2028, and for subsequent interim periods. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. 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 will elect to adopt ASU 2025-05 prospectively during the first fiscal quarter ending February 28, 2027. The provisions are not expected to have a material impact on the Company's consolidated financial statements or related disclosures.
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.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
In November 2025, the FASB issued an accounting standards update, ASU 2025-09, which makes certain targeted improvements to simplify the application of the hedge accounting guidance and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. Among other amendments, these improvements include expanding the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge and clarifying the circumstance under which a group of individual forecasted transactions can be considered to have a similar risk exposure. The amendments in ASU 2025-09 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual reporting periods, which for the Company would be the fiscal first quarter ending February 29, 2028. Early adoption is permitted and the amendments should be applied on a prospective basis for all hedging relationships. The Company is currently evaluating the impact the new accounting standard could have on its hedge accounting policies.
NOTE 3— SHARE-BASED COMPENSATION:
Overview of Stock Incentive Plans
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 ("PSUs") 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 nine months ended August 31, 2026.
A summary of the changes in the Company's stock options is set forth below:
Stock options
Balances as of November 30, 2025
231
Exercised ( 227 )
Balances as of August 31, 2026
4
A summary of the changes in the Company's non-vested RSAs, RSUs and PSUs is presented below:
RSAs, RSUs
and PSUs
Non-vested as of November 30, 2025
1,109
Granted 215
Vested ( 118 )
Attainment adjustments (1)
( 4 )
Cancelled
( 41 )
Non-vested as of August 31, 2026
1,161
(1) During the nine months ended August 31, 2026, the PSUs that vested were adjusted to reflect final attainment.
The Company recorded $ 16.3 million and $ 57.8 million of share-based compensation expense during the three and nine months ended August 31, 2026, respectively, and $ 12.4 million and $ 46.2 million during the three and nine months ended August 31, 2025, respectively, within "Selling, general and administrative expenses" in the Consolidated Statements of Operations for stock incentive plans.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Warrants
In May 2026, the Company issued the Warrant to Amazon.com NV Investment Holdings LLC (“Warrantholder”) to acquire up to 3,238,066 Warrant Shares. The Warrant provides for the immediate vesting of 215,871 Warrant Shares at an exercise price of $ 0.01 per share. The remaining 3,022,195 Warrant Shares vest in tranches, at an exercise price of $ 191.10 per Warrant Share, upon the attainment of specified payment thresholds based on aggregate qualifying payments to the Company in consideration for qualifying sales transactions. The Warrant expires on May 30, 2033. The Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights prior to exercise, except for the entitlement to participate in certain distributions to stockholders as if the Warrant had been exercised, subject to specified limitations. The exercise price and the number of Warrant Shares are subject to customary antidilution adjustments.
The Black-Scholes option pricing model was used to determine the fair value of the Warrant. The expected stock price volatility assumption was determined using historical volatility of the Company’s common stock. The grant-date fair value of each Warrant Share subject to immediate vesting was $ 246.19 , which approximated the stock price on the grant date. For the Warrant Shares subject to vesting based on qualifying payments, the following assumptions were used in the Black-Scholes option pricing model to determine the fair value as of the grant date:
Stock price $ 246.22
Exercise price $ 191.10
Expected life (years) 7
Risk free interest rate 4.29 %
Expected volatility 33.13 %
Dividend yield 0.93 %
The calculated grant-date fair value of each Warrant Share subject to vesting based on qualifying payments was $ 116.15 .
The following table summarizes the Warrant activity for the nine months ended August 31, 2026:
Non-vested as of November 30, 2025
—
Shares granted 3,238,066
Shares vested and exercisable ( 215,871 )
Non-vested as of August 31, 2026
3,022,195
Exercisable as of August 31, 2026 (1)
215,871
_________________________
(1) There were no exercises for the nine months ended August 31, 2026.
The Company recorded $ 14.5 million in reductions of revenue related to the Warrant during the three and nine months ended August 31, 2026, with a corresponding increase to additional paid-in capital. This amount is presented as a non-cash adjustment to net income in the Consolidated Statements of Cash Flows.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
NOTE 4— STOCKHOLDERS' EQUITY:
Share Repurchase Program
In March 2024, the Board of Directors authorized a $ 2.0 billion share repurchase program (the "share repurchase program") pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The share repurchase program does not have an expiration date.
As of August 31, 2026, the Company had $ 0.9 billion available for future repurchases of its common stock under the share repurchase program.
The Company's treasury stock activity during the nine months ended August 31, 2026, including common share repurchases, is summarized as follows:
Shares Weighted-average price per share
Treasury stock balance as of November 30, 2025
18,912 $ 107.79
Shares of treasury stock repurchased under share repurchase program (1)
1,484 197.05
Shares of treasury stock repurchased for tax withholdings on equity awards 42 177.92
Shares of treasury stock reissued for employee benefit plans ( 485 ) 109.35
Treasury stock balance as of August 31, 2026
19,953 $ 114.64
_________________________
(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 nine months ended August 31, 2026 and 2025 excludes amounts related to excise tax that when accrued are included in "Other accrued liabilities" and "Treasury stock" on the Consolidated Balance Sheets. Excise taxes paid are classified as operating activities in the Consolidated Statements of Cash Flows.
Dividends
On September 24, 2026 , the Company announced that its Board of Directors declared a quarterly cash dividend of $ 0.48 per common share payable on October 30, 2026 to stockholders of record as of the close of business on October 16, 2026 . Dividends are subject to continued capital availability and the declaration by the Board of Directors in the best interest of the Company’s stockholders.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
NOTE 5— EARNINGS PER COMMON SHARE:
The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:
Three Months Ended Nine Months Ended
August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025
Basic earnings per common share:
Net income attributable to common stockholders (1)
$ 411,583 $ 224,759 $ 1,066,749 $ 573,975
Weighted-average number of common shares - basic 79,213 81,561 79,570 82,593
Basic earnings per common share $ 5.20 $ 2.76 $ 13.41 $ 6.95
Diluted earnings per common share:
Net income attributable to common stockholders (1)
$ 411,579 $ 224,766 $ 1,066,755 $ 573,992
Weighted-average number of common shares - basic 79,213 81,561 79,570 82,593
Effect of dilutive securities:
Stock options, RSUs and PSUs 200 340 207 335
Weighted-average number of common shares - diluted 79,413 81,901 79,777 82,928
Diluted earnings per common share $ 5.18 $ 2.74 $ 13.37 $ 6.92
Antidilutive and contingently issuable shares excluded from diluted earnings per share calculation (2)
3,218 114 3,218 136
_________________________
(1) EPS is calculated using the two-class method. Unvested RSAs granted to employees, as well as vested but unexercised Warrant Shares granted to the Warrantholder, are considered participating securities. For purposes of calculating EPS, net income allocated to participating securities was approximately 1.1 % and 1.0 % of net income for the three and nine months ended August 31, 2026, respectively, and 0.9 % for both the three and nine months ended August 31, 2025.
(2) Antidilutive shares and contingently issuable shares of common stock, including 3,022 unvested Warrant Shares for the three and nine months ended August 31, 2026, respectively, are excluded from the computation of diluted earnings per share because their effect would have been antidilutive or because the performance criterion was not met.
NOTE 6— BALANCE SHEET COMPONENTS:
Accounts receivable, net:
The following table summarizes accounts receivable, net:
As of
August 31, 2026 November 30, 2025
Accounts receivable $ 15,059,053 $ 11,813,741
Less: Allowance for doubtful accounts ( 105,249 ) ( 106,160 )
Accounts receivable, net $ 14,953,804 $ 11,707,581
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Allowance for doubtful trade receivables:
The following table summarizes the changes to the allowance for doubtful trade receivables:
Balance as of November 30, 2025
$ 106,160
Additions 32,556
Write-offs, recoveries, reclassifications and foreign exchange translation ( 33,467 )
Balance as of August 31, 2026
$ 105,249
Goodwill:
The Company's goodwill balance as of November 30, 2025 has been recast to align with its new reportable segments. See Note 11 - Segment Information for further discussion of the change in reportable segments. The following table summarizes changes in the carrying amount of goodwill:
Americas
distribution Europe
distribution APJ
distribution Hyve
Solutions Total
Balance as of November 30, 2025 $ 1,809,320 $ 1,104,085 $ 39,754 $ 1,146,138 $ 4,099,297
Additions from acquisitions — 2,838 — — 2,838
Foreign exchange translation 5,009 2,148 ( 763 ) — 6,394
Balance as of August 31, 2026 $ 1,814,329 $ 1,109,071 $ 38,991 $ 1,146,138 $ 4,108,529
Accumulated other comprehensive loss:
The components of accumulated other comprehensive loss (“AOCI”), net of taxes, were as follows:
Unrealized (losses) gains
on cash flow
hedges, net of
taxes Foreign currency
translation
adjustment and other,
net of taxes Total
Balance as of November 30, 2025
$ ( 373 ) $ ( 379,060 ) $ ( 379,433 )
Other comprehensive income before reclassification 3,145 34,332 37,477
Reclassification of gains from accumulated other comprehensive loss ( 3,466 ) — ( 3,466 )
Balance as of August 31, 2026
$ ( 694 ) $ ( 344,728 ) $ ( 345,422 )
Refer to Note 7 - Derivative Instruments for the location of gains and losses reclassified from AOCI to the Consolidated Statements of Operations.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
NOTE 7— DERIVATIVE INSTRUMENTS:
In the ordinary course of business, the Company is exposed to foreign currency risk, interest rate risk, equity risk, commodity price changes and credit risk. The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the legal entity’s functional currency. The Company may enter into forward contracts, option contracts, swaps, or other derivative instruments to offset a portion of the risk on expected future cash flows, earnings, net investments in certain international subsidiaries and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. The Company does not use derivative instruments to cover equity risk and credit risk. The Company’s hedging program is not used for trading or speculative purposes.
All derivatives are recognized on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.
Cash Flow Hedges
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. Deferred gains and losses associated with cash flow hedges are recognized in the Consolidated Statements of Operations in the same period as the related impacts from the hedged items, as follows: hedges of forecasted sales transactions are recognized in "Revenue", hedges of forecasted inventory purchases are recognized in "Cost of revenue" and hedges of forecasted operating expenses are recognized in "Selling, general and administrative expenses".
Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in AOCI associated with such derivative instruments are reclassified into earnings in the period of de-designation. Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions. The Company classifies cash flows related to the settlement of its cash flow hedges as operating activities in the Consolidated Statements of Cash Flows.
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. dollar value of the Company's investment in a euro functional subsidiary due to fluctuating foreign exchange rates. Gains and losses on the net investment hedges, which have been recorded in AOCI and will remain in AOCI until the sale or substantial liquidation of the underlying assets of the Company's investment, are included within the "Foreign currency translation adjustments and other" caption on the Consolidated Statements of Comprehensive Income. The initial fair value of hedge components excluded from the assessment of effectiveness is being recognized in the Consolidated Statements of Operations under a systematic and rational method over the life of the hedging instrument. The Company classifies cash flows related to the settlement of its net investment hedges as investing activities in the Consolidated Statements of Cash Flows.
Non-Designated Derivatives
The Company uses short-term forward contracts to offset the foreign exchange risk of assets and liabilities denominated in currencies other than the functional currency of the respective entities. These contracts, which are not designated as hedging instruments, mature or settle within twelve months . Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Fair Values of Derivative Instruments in the Consolidated Balance Sheets
The fair values of the Company’s derivative instruments are disclosed in Note 8 – Fair Value Measurements and summarized in the table below:
Value as of
Balance Sheet Line Item August 31, 2026 November 30, 2025
Derivative instruments not designated as hedging instruments:
Forward foreign currency exchange contracts (notional value)
$ 3,042,940 $ 2,697,479
Other current assets 6,393 7,386
Other accrued liabilities 14,650 7,026
Derivative instruments designated as cash flow hedges:
Forward foreign currency exchange contracts (notional value) $ 115,613 $ 120,073
Other current assets 7 96
Other accrued liabilities 677 107
Derivative instruments designated as net investment hedges:
Forward foreign currency exchange contracts (notional value) $ 548,250 $ 673,644
Other accrued liabilities 438 27,462
Other long-term liabilities 13,913 14,822
Foreign currency exchange collar contracts (notional value) $ 300,000 $ 300,000
Other long-term liabilities 2,391 3,500
Volume of Activity
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, Colombian peso, Costa Rican colón, Czech koruna, Danish krone, Euro, Hong Kong dollar, Indian rupee, Indonesian rupiah, Japanese yen, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, Singapore dollar, South Korean won, Swedish krona, Swiss franc, Turkish lira and Vietnamese dong 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. The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations
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 Nine Months Ended
Location of Gains (Losses) in Income August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025
Derivative instruments not designated as hedging instruments:
Losses recognized from forward foreign currency exchange contracts, net⁽¹⁾ Cost of revenue $ ( 10,149 ) $ ( 8,787 ) $ ( 10,735 ) $ ( 56,191 )
(Losses) gains recognized from forward foreign currency exchange contracts, net⁽¹⁾ Other expense, net ( 5,502 ) 2,653 ( 12,958 ) 41
Total $ ( 15,651 ) $ ( 6,134 ) $ ( 23,693 ) $ ( 56,150 )
Derivative instruments designated as cash flow hedges:
Gains (losses) recognized in OCI on forward foreign currency exchange contracts $ 1,010 $ ( 1,099 ) $ 3,768 $ ( 2,725 )
Gains (losses) on forward foreign currency exchange contracts reclassified from AOCI into income Revenue $ 1,837 $ ( 1,744 ) $ 2,235 $ ( 1,744 )
Gains (losses) on forward foreign currency exchange contracts reclassified from AOCI into income Cost of revenue $ 192 $ ( 148 ) $ 1,366 $ ( 386 )
(Losses) gains on forward foreign currency exchange contracts reclassified from AOCI into income Selling, general and administrative expenses $ ( 81 ) $ ( 115 ) $ 503 $ ( 262 )
Derivative instruments designated as net investment hedges:
Gains (losses) recognized in OCI on forward foreign currency exchange contracts $ 4,189 $ ( 11,387 ) $ ( 2,165 ) $ ( 53,839 )
Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 2,438 $ 2,548 $ 7,398 $ 7,625
Gains (losses) recognized in OCI on foreign currency exchange collar contracts $ 1,054 $ ( 60 ) $ 1,110 $ ( 7,965 )
____________________________
(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.
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 not material.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
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. The Company manages the potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions.
NOTE 8— FAIR VALUE MEASUREMENTS:
The Company’s fair value measurements are classified and disclosed in one of the following three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The following table summarizes the valuation of the Company’s financial instruments that are measured at fair value on a recurring basis, all of which are based on Level 2 fair value measurement inputs as defined above:
As of
August 31, 2026
As of
November 30, 2025
Assets:
Forward foreign currency exchange contracts not designated as hedges $ 6,393 $ 7,386
Forward foreign currency exchange contracts designated as cash flow hedges 7 96
Liabilities:
Forward foreign currency exchange contracts not designated as hedges $ 14,650 $ 7,026
Forward foreign currency exchange contracts designated as net investment hedges 14,351 42,285
Forward foreign currency exchange contracts designated as cash flow hedges 677 107
Foreign currency exchange collar contracts designated as net investment hedges 2,391 3,500
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 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, 2026 and November 30, 2025.
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 outstanding Senior Notes (as defined in Note 9 - Borrowings ) was approximately $ 2.7 billion and $ 3.5 billion as of August 31, 2026 and November 30, 2025, respectively, based on Level 1 fair value measurement inputs as defined above.
During the nine months ended August 31, 2026, there were no transfers between the fair value measurement category levels.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
NOTE 9— BORROWINGS:
Borrowings consist of the following:
As of
August 31, 2026 November 30, 2025
TD SYNNEX Accounts Receivable Securitization Arrangements $ 1,500,000 $ —
TD SYNNEX 1.750 % Senior Notes due August 9, 2026 (1) (2)
— 700,000
Other short-term borrowings 426,400 319,260
Short-term borrowings before debt discount and issuance costs $ 1,926,400 $ 1,019,260
Less: current portion of unamortized debt discount and issuance costs
— ( 939 )
Borrowings, current $ 1,926,400 $ 1,018,321
TD SYNNEX 2.375 % Senior Notes due August 9, 2028 (1) (2)
$ 600,000 $ 600,000
TD SYNNEX 4.300 % Senior Notes due January 17, 2029 (2)
550,000 550,000
TD SYNNEX 2.650 % Senior Notes due August 9, 2031 (1) (2)
500,000 500,000
TD SYNNEX 6.100 % Senior Notes due April 12, 2034 (2)
600,000 600,000
TD SYNNEX 5.300 % Senior Notes due October 10, 2035 (2)
600,000 600,000
Total TD SYNNEX Senior Notes in long-term debt
$ 2,850,000 $ 2,850,000
2024 Term Loan
750,000 750,000
Other credit agreements and long-term debt 14,562 14,562
Long-term borrowings, before unamortized debt discount and issuance costs $ 3,614,562 $ 3,614,562
Less: unamortized debt discount and issuance costs ( 19,225 ) ( 22,432 )
Long-term borrowings $ 3,595,337 $ 3,592,130
____________________________
(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) The Company pays interest semi-annually on each of these series of Senior Notes.
TD SYNNEX Accounts Receivable Securitization Arrangements
In the U.S., the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S. AR Arrangement”). Under the terms of the U.S. AR Arrangement, as of August 31, 2026, the Company and its subsidiaries that are party to the U.S. AR Arrangement can borrow based on the key terms in the table below:
Maximum Borrowing Capacity (1)
Maturity Date Effective Borrowing Cost (2)
Program Fee Payable (3)
Facility Fee Payable (4)
$ 1,500,000 January 20, 2028 Blended rate 0.85 % 0.30% - 0.40%
____________________________
(1) Based on eligible trade accounts receivable.
(2) Based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon SOFR.
(3) Payable on the used portion of the lenders’ commitment; accrues per annum.
(4) Payable on the adjusted commitment of the lenders, accrues at different tiers per annum depending on the amount of outstanding advances from time to time.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Under the terms of the U.S. AR Arrangement, the Company and certain of its U.S. 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 $ 4.6 billion and $ 3.2 billion as of August 31, 2026 and November 30, 2025, 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. Any amounts borrowed under the U.S. AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets. There was $ 1.5 billion outstanding under the U.S. AR Arrangement at August 31, 2026 at an interest rate of 4.69 %. There were no amounts outstanding under the U.S. AR Arrangement at November 30, 2025.
On September 25, 2026, the Company executed an amendment to the U.S. AR Arrangement (the "Amendment"), which modified certain terms of the existing U.S. AR Arrangement. Among other changes, the modifications provided by the Amendment include (a) increasing the Maximum Borrowing Capacity (as described in the table above) to $ 3.0 billion; (b) extending the maturity date to September 25, 2028; and (c) modifying the Program Fee Payable (as described in the table above) which shall now accrue at 0.725 % per annum for advances funded through the issuance of commercial paper and 0.825 % per annum for advances funded other than through the issuance of commercial paper. The lenders were paid an upfront fee in connection with the Amendment.
On June 26, 2026, the Company and certain of its subsidiaries entered into a European receivables securitization program (the "Europe AR Arrangement") arranged by BNP Paribas S.A. (“BNPP”). Under the terms of the Europe AR Arrangement, the Company and its subsidiaries that are party to the Europe AR Arrangement can borrow based on the key terms in the table below:
Maximum Borrowing Capacity (1)
Maturity Date (2)
Effective Borrowing Cost (3)
Program Fee Payable (4)
Facility Fee
Payable (5)
€ 650,000
June 25, 2028
Blended rate 0.63 %
0.35 %
___________________________
(1) Based on eligible trade accounts receivable.
(2) The last day of borrowing is the Scheduled Amortization Date (as defined in the terms of the Europe AR Arrangement), which is June 25, 2028, provided that the parties may agree to extend to June 2031.
(3) Based upon the composition of the lenders, and a rate based upon 1-week EURIBOR.
(4) Payable on the used portion of the lenders’ commitment; accrues per annum.
(5) Payable on the adjusted commitment of the lenders.
Under the terms of the Europe AR Arrangement, certain receivables originated by the Company’s subsidiaries in Belgium, France, Germany and Spain are sold, on a revolving basis, to an affiliate of BNPP and subsequently to a special purpose entity in Ireland. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 1.3 billion as of August 31, 2026. The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by the Company's special purpose entity in Ireland as security. Any amounts borrowed under the Europe AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets. There were no amounts outstanding under the Europe AR Arrangement at August 31, 2026.
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 were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at August 31, 2026 or November 30, 2025. Borrowings under the TD SYNNEX Revolving Credit Facility bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Maturity Date Credit Spread Adjustment Margin (2)
Commitment Fee (3)
April 16, 2029 (1)
0.10 % 1.000 %- 1.750 %
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.
(2) The margin is based on the Company’s Public Debt Rating (as defined in the TD SYNNEX Credit Agreement). The applicable margin on base rate loans is 1.00 % less than the corresponding margin on SOFR rate based loans.
(3) The commitment fee range is applied to any unused commitment under the TD SYNNEX Revolving Credit Facility based on the Company’s Public Debt Rating.
TD SYNNEX Term Loan Credit Agreement
On April 19, 2024, the Company entered into a Term Loan Credit Agreement (the "2024 Term Loan Credit Agreement") with the initial lenders party thereto, Bank of America N.A., as administrative agent for the lenders, and BOFA Securities, Inc. as lead arranger and lead bookrunner. The 2024 Term Loan Credit Agreement provides for a senior unsecured term loan (the "2024 Term Loan") in the aggregate outstanding principal amount of $ 750.0 million . The borrower under the 2024 Term Loan is the Company.
Loans borrowed under the 2024 Term Loan Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus credit spread adjustment, plus the applicable margin within a range based on the Company’s Public Debt Rating (as defined in the 2024 Term Loan Credit Agreement). Key terms for the 2024 Term Loan Credit Agreement are as follows:
Maturity Date Credit Spread Adjustment Margin Effective Interest Rate as of
August 31, 2026
Effective Interest Rate as of
November 30, 2025
September 1, 2027 0.10 % 1.000 % - 1.625 %
5.04 % 5.27 %
TD SYNNEX Senior Notes
The Company has previously issued multiple series of senior unsecured notes (collectively, the "Senior Notes"), including a $ 700.0 million note that was repaid at maturity in August 2026, along with $ 2.9 billion of outstanding aggregate principal that matures at various dates from 2028 through 2035, as shown in the borrowings table above.
The Company may redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to respective Par Call Dates (as reflected in the table below) at a redemption price equal to the greater of (x) 100 % of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, in each case discounted to the date of redemption (assuming the applicable Senior Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the supplemental indenture establishing the terms of the applicable Senior Notes) plus the applicable spread, as shown in the table below, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. The Company may also redeem the Senior Notes of any series at its option, in whole or in part, at any time and from time to time on or after the applicable Par Call Date, at a redemption price equal to 100 % of the principal amount of the Senior Notes to be redeemed.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Par Call Dates and the spread to the applicable treasury rate for the respective outstanding Senior Notes are as follows:
Senior Notes Par Call Date Spread (in basis points)
Senior Notes due 2028 June 9, 2028 25
Senior Notes due 2029 December 17, 2028 15
Senior Notes due 2031 May 9, 2031 25
Senior Notes due 2034 January 12, 2034 30
Senior Notes due 2035 July 10, 2035 20
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 $ 905.6 million in borrowing capacity as of August 31, 2026. 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 $ 426.4 million outstanding on these facilities at August 31, 2026, at a weighted average interest rate of 6.50 %, and there was $ 319.3 million outstanding at November 30, 2025, at a weighted average interest rate of 5.72 %. Borrowings under these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable.
At August 31, 2026, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 104.7 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 August 31, 2026 exchange rates.
Covenant Compliance
The Company's credit facilities have a number of covenants and restrictions that require the Company to maintain specified financial ratios, including a maximum debt to EBITDA ratio and a minimum interest coverage ratio, in each case tested on the last day of each fiscal quarter. 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 August 31, 2026, the Company was in compliance with all material financial covenants for the above arrangements.
NOTE 10 – SUPPLIER FINANCE PROGRAMS:
The Company has certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating vendors’ ability to sell their accounts receivable from the Company to the third-party financial institutions, at the sole discretion of these vendors. The Company is not party to the agreements between the vendor and the third-party financial institution. As part of these arrangements, the Company generally receives more favorable payment terms from its vendors. The Company’s rights and obligations to its vendors, including amounts due, are generally not impacted by Supplier Finance Programs. However, the Company agrees to make all payments to the third-party financial institutions, and the Company’s 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. 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 nine months ended August 31, 2026 and 2025, respectively, within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor. As of August 31, 2026 and November 30, 2025, the Company had $ 3.5 billion and $ 3.7 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.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
NOTE 11— SEGMENT INFORMATION:
Operating segments are components of the Company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by the CODM to make decisions about resource allocation and performance and (b) for which discrete financial information is available. The Company’s Chief Executive Officer, who is also the CODM, primarily uses operating income to review segment performance by analyzing and comparing year-over-year and forecast-to-actual segment-level operational performance and to make strategic decisions concerning resource allocation across the operating segments.
During the first quarter of fiscal year 2026, the Company revised its reportable segments to align with how the CODM manages the business, assesses performance and allocates resources. The Company now operates in five operating segments and four reportable segments, comprised of three reportable segments related to its global distribution business organized within three geographic regions known as the Americas, Europe and APJ. The Company’s fourth reportable segment is Hyve Solutions, which operates globally. The Americas distribution reportable segment represents an aggregation of the North America distribution and Latin America distribution operating segments based on similarities in economic and operating characteristics as well as the consideration of quantitative threshold requirements. This change had no impact on the Company’s consolidated results of operations or financial position. Prior period segment results have been recast to reflect the Company’s new reportable segments.
Across each geographic region, the Company's distribution businesses bring together a broad portfolio of IT hardware, software and systems, providing access to products across the global IT ecosystem. The Company's Hyve Solutions business partners with technology companies to design, manufacture, and deliver traditional and accelerated compute, cloud, and connected infrastructure worldwide.
Summarized financial information related to the Company’s reportable business segments for the periods presented is shown below. Segment information for total assets and capital expenditures is not presented given that such information is not used in measuring segment performance or allocating resources between segments.
Americas
distribution Europe
distribution APJ
distribution Hyve
Solutions Consolidated
Three Months ended August 31, 2026
Revenue $ 10,319,406 $ 6,366,004 $ 1,071,038 $ 3,801,958 $ 21,558,406
Less (1) :
Cost of revenue ( 9,661,599 ) ( 5,951,347 ) ( 993,790 ) ( 3,526,256 ) ( 20,132,992 )
Gross profit $ 657,807 $ 414,657 $ 77,248 $ 275,702 $ 1,425,414
Less (1) :
Payroll and payroll related expenses (2)
$ ( 251,633 ) $ ( 192,006 ) $ ( 37,203 ) $ ( 15,283 ) $ ( 496,125 )
Depreciation (3)
( 15,472 ) ( 8,894 ) ( 1,246 ) ( 779 ) ( 26,391 )
Amortization of intangibles ( 41,145 ) ( 33,073 ) ( 972 ) — ( 75,190 )
Acquisition, integration and restructuring costs ( 1,476 ) ( 508 ) ( 117 ) — ( 2,101 )
Share-based compensation expense ( 7,522 ) ( 4,296 ) ( 911 ) ( 3,522 ) ( 16,251 )
Other segment items (4)
( 85,143 ) ( 58,430 ) ( 16,217 ) ( 6,687 ) ( 166,477 )
Operating income $ 255,416 $ 117,450 $ 20,582 $ 249,431 $ 642,879
Reconciliation to consolidated income before tax
Interest expense and finance charges, net ( 120,518 )
Other income, net 32,889
Income before income taxes $ 555,250
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Americas
distribution
Europe
distribution
APJ
distribution
Hyve
Solutions
Consolidated
Three Months ended August 31, 2025
Revenue $ 7,376,484 $ 4,888,624 $ 880,360 $ 2,505,456 $ 15,650,924
Less (1) :
Cost of revenue ( 6,817,898 ) ( 4,573,078 ) ( 812,216 ) ( 2,317,879 ) ( 14,521,071 )
Gross profit $ 558,586 $ 315,546 $ 68,144 $ 187,577 $ 1,129,853
Less (1) :
Payroll and payroll related expenses (2)
$ ( 248,642 ) $ ( 175,970 ) $ ( 36,136 ) $ ( 12,012 ) $ ( 472,760 )
Depreciation (3)
( 14,192 ) ( 8,920 ) ( 1,279 ) ( 687 ) ( 25,078 )
Amortization of intangibles ( 42,429 ) ( 33,299 ) ( 813 ) — ( 76,541 )
Acquisition, integration and restructuring costs ( 1,526 ) ( 375 ) ( 403 ) — ( 2,304 )
Share-based compensation expense ( 7,718 ) ( 3,239 ) ( 638 ) ( 832 ) ( 12,427 )
Other segment items (4)
( 71,346 ) ( 58,865 ) ( 14,305 ) ( 12,570 ) ( 157,086 )
Operating income $ 172,733 $ 34,878 $ 14,570 $ 161,476 $ 383,657
Reconciliation to consolidated income before tax
Interest expense and finance charges, net ( 91,188 )
Other expense, net 792
Income before income taxes $ 293,261
Americas
distribution
Europe
distribution
APJ
distribution
Hyve
Solutions
Consolidated
Nine Months ended August 31, 2026
Revenue $ 27,638,175 $ 18,646,947 $ 3,090,778 $ 8,918,517 $ 58,294,417
Less (1) :
Cost of revenue ( 25,731,110 ) ( 17,426,896 ) ( 2,849,799 ) ( 8,269,591 ) ( 54,277,396 )
Gross profit $ 1,907,065 $ 1,220,051 $ 240,979 $ 648,926 $ 4,017,021
Less (1) :
Payroll and payroll related expenses (2)
$ ( 743,760 ) $ ( 600,202 ) $ ( 108,999 ) $ ( 34,907 ) $ ( 1,487,868 )
Depreciation (3)
( 44,201 ) ( 25,614 ) ( 3,794 ) ( 2,241 ) ( 75,850 )
Amortization of intangibles ( 123,550 ) ( 100,080 ) ( 2,926 ) — ( 226,556 )
Acquisition, integration and restructuring costs ( 5,677 ) 827 ( 251 ) — ( 5,101 )
Share-based compensation expense ( 29,207 ) ( 16,025 ) ( 3,368 ) ( 9,171 ) ( 57,771 )
Other segment items (4)
( 265,864 ) ( 181,492 ) ( 46,027 ) ( 18,891 ) ( 512,274 )
Operating income $ 694,806 $ 297,465 $ 75,614 $ 583,716 $ 1,651,601
Reconciliation to consolidated income before tax
Interest expense and finance charges, net ( 304,893 )
Other income, net 60,883
Income before income taxes $ 1,407,591
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
Americas
distribution
Europe
distribution
APJ
distribution
Hyve
Solutions
Consolidated
Nine Months Ended August 31, 2025
Revenue $ 21,933,582 $ 14,523,419 $ 2,444,387 $ 6,227,558 $ 45,128,946
Less (1) :
Cost of revenue ( 20,322,673 ) ( 13,570,254 ) ( 2,254,121 ) ( 5,807,666 ) ( 41,954,714 )
Gross profit $ 1,610,909 $ 953,165 $ 190,266 $ 419,892 $ 3,174,232
Less (1) :
Payroll and payroll related expenses (2)
$ ( 703,549 ) $ ( 512,920 ) $ ( 99,746 ) $ ( 36,175 ) $ ( 1,352,390 )
Depreciation (3)
( 42,908 ) ( 25,769 ) ( 3,794 ) ( 2,140 ) ( 74,611 )
Amortization of intangibles ( 123,334 ) ( 95,476 ) ( 2,420 ) — ( 221,230 )
Acquisition, integration and restructuring costs ( 1,908 ) ( 1,500 ) ( 622 ) — ( 4,030 )
Share-based compensation expense ( 26,381 ) ( 13,039 ) ( 2,763 ) ( 4,055 ) ( 46,238 )
Other segment items (4)
( 225,054 ) ( 168,774 ) ( 38,056 ) ( 27,594 ) ( 459,478 )
Operating income $ 487,775 $ 135,687 $ 42,865 $ 349,928 $ 1,016,255
Reconciliation to consolidated income before tax
Interest expense and finance charges, net ( 269,050 )
Other expense, net ( 983 )
Income before income taxes $ 746,222
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2) Represents payroll costs for each reportable segment that are recorded within selling, general and administrative expenses.
(3) Represents depreciation recorded within selling, general and administrative expenses. Excludes depreciation recorded within cost of revenue, which totaled $ 4.7 million and $ 4.2 million in the three months ended August 31, 2026 and 2025, respectively, and $ 13.8 million and $ 13.3 million in the nine months ended August 31, 2026 and 2025, respectively.
(4) Other segment items for each reportable segment include various operating costs including cost of warehouses, delivery centers and other non-integration facilities, IT expenses, credit costs including bad debt expense, travel and entertainment, legal and professional fees, non-income taxes and other miscellaneous selling, general, and administrative expenses.
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TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended August 31, 2026 and 2025
( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
(unaudited)
NOTE 12— COMMITMENTS AND CONTINGENCIES:
As is customary in the technology industry, to encourage certain customers to purchase products from us, the Company also has other financing agreements with financial institutions to provide inventory financing facilities to the Company’s customers and allow certain customers of the Company to finance their purchases directly with the financial institutions. The Company is contingently liable to repurchase inventory sold under these agreements in the event of any default by its customers under the agreement and such inventory being repossessed by the financial institutions. As the Company does not have access to information regarding the amount of inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Losses, if any, would be the difference between the repossession cost and the resale value of the inventory. Repurchases under these arrangements have been insignificant to date and the Company is not aware of any pending customer defaults or repossession obligations. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.
In 2013, the French Autorité de la Concurrence (“Competition Authority”) began an investigation into the French market for certain products of Apple, Inc. ("Apple") for which the Company is a distributor. In March 2020, the Competition Authority imposed fines on the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The initial fine imposed on the Company was € 76.1 million. The Company appealed its determination to the French courts, seeking to set aside or reduce the fine. On October 6, 2022, the appeals court issued a ruling that reduced the fine imposed on the Company from € 76.1 million to € 24.9 million. As a result of the appeals court ruling, the Company paid € 24.9 million through fiscal year 2022. In May 2026, all appeals filed by involved parties were dismissed and the € 24.9 million judgment has been deemed final. A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, the Company and another distributor was filed by eBizcuss. On November 25, 2024, the Paris Commercial Court ruled in favor of the Company and the other defendants and dismissed the claims in the eBizcuss civil lawsuit. An appeal to the ruling has since been made by eBizcuss, and while the Company continues to evaluate this matter, based on the favorable ruling from the Paris Commercial Court, the Company believes the likelihood of a material loss related to the eBizcuss lawsuit is remote.
From time to time, the Company receives notices from third parties, including customers and suppliers, seeking indemnification, payment of money or other actions in connection with claims made against them. Also, from time to time, the Company has been involved in various bankruptcy preference actions where the Company was a supplier to the companies now in bankruptcy. In addition, the Company is subject to various other claims, both asserted and unasserted, that arise in the ordinary course of business. The Company evaluates these claims and records the related liabilities in cases where a contingent obligation is deemed probable and reasonably estimable. It is possible that the ultimate liabilities could differ from the amounts recorded.
The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company's results of operations, financial position or cash flows.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.