The discussion and analysis of our financial condition and results of operations
should be read in conjunction with our consolidated financial statements and the
notes to those consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-Q, as well as "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our audited financial
statements and notes thereto included in our Annual Report on Form 10-K for the
fiscal year ended November 30, 2021, as filed with the Securities and Exchange
Commission on January 28, 2022. References to "we," "our," "us," "the Company"
or "Concentrix" refer to Concentrix Corporation and its subsidiaries.

This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Forward-looking statements include, but are not
limited to, statements regarding our expected future financial condition,
results of operations, effective tax rate, cash flows, leverage, liquidity,
business strategy, competitive position, demand for our services and seasonality
of our business, international operations, acquisition opportunities and the
anticipated impact of acquisitions, capital allocation and dividends, growth
opportunities, spending, capital expenditures and investments, competition and
market forecasts, industry trends, and statements that include words such as
believe, expect, may, will, provide, could and should and other similar
expressions. These forward-looking statements are inherently uncertain and
involve substantial risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such statements. Risks and
uncertainties include, among other things: risks related to general economic
conditions, including uncertainty related to the COVID-19 pandemic and its
impact on the global economy, supply chains, inflation, our business and the
business of our clients, and uncertainty related to the effect of the conflict
in Ukraine on the global economy; other communicable diseases, natural
disasters, adverse weather conditions or public health crises; cyberattacks on
our or our clients' networks and information technology systems; the inability
to protect personal and proprietary information; the failure of our staff and
contractors to adhere to our and our clients' controls and processes; the
inability to execute on our digital customer experience strategy; the inability
to successfully identify, complete or integrate strategic acquisitions or
investments, including our integration of PK; competitive conditions in our
industry and consolidation of our competitors; geopolitical, economic and
climate or weather related risks in regions with a significant concentration of
our operations; higher than expected tax liabilities; the loss of key personnel;
the demand for customer experience solutions and technology; variability in
demand by our clients or the early termination of our client contracts; the
level of business activity of our clients and the market acceptance and
performance of their products and services; the operability of our communication
services and information technology systems and networks; changes in law,
regulations or regulatory guidance; currency exchange rate fluctuations; damage
to our reputation through the actions or inactions of third parties; increases
in the cost of labor; investigative or legal actions; and other risks that are
described under "Risk Factors" in Part I, Item 1A of our Annual Report on Form
10-K for the fiscal year ended November 30, 2021. We do not intend to update
forward-looking statements, which speak only as of the date hereof, unless
otherwise required by law.

Concentrix, the Concentrix Logo, and all other Concentrix company, product and
services names and slogans are trademarks or registered trademarks of Concentrix
Corporation and its subsidiaries. Concentrix and the Concentrix Logo Reg. U.S.
Pat. & Tm. Off. and applicable non-U.S. jurisdictions. Other names and marks are
the property of their respective owners.

Overview and Basis of Presentation

Concentrix is a leading global provider of Customer Experience ("CX") solutions
and technology that help iconic and disruptive brands drive deep understanding,
full lifecycle engagement, and differentiated experiences for their
end-customers. We provide end-to-end capabilities, including CX process
optimization, technology innovation and design engineering, front- and
back-office automation, analytics and business transformation services to
clients in five primary industry verticals. Our differentiated portfolio of
solutions supports Fortune Global 500 as well as new economy clients across the
globe in their efforts to deliver an optimized, consistent brand experience
across all channels of communication, such as voice, chat, email, social media,
asynchronous messaging, and custom applications. We strive to deliver
exceptional services globally supported by our deep industry knowledge,
technology and security practices, talented people, and digital and analytics
expertise.

We generate revenue from performing services that are generally tied to our
clients' products and services. Any shift in business or the size of the market
for our clients' products or services, or any failure of technology or failure
of acceptance of our clients'

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products or services in the market may impact our business. The staff turnover
rate in our business is high, as is the risk of losing experienced team members.
High staff turnover rates may increase costs and decrease operating efficiencies
and productivity.

PK Acquisition

On December 27, 2021, we completed our acquisition of PK, a leading CX design
engineering company with more than 5,000 staff in four countries. PK creates
pioneering experiences that accelerate digital outcomes for their clients'
customers, partners and staff. The acquisition of PK expands our scale in the
digital IT services market and supports our growth strategy of investing in
digital transformation to deliver exceptional customer experiences. The addition
of the PK staff and technology to our team further strengthens our capabilities
in CX design and development, artificial intelligence ("AI"), intelligent
automation, and customer loyalty.

Spin-off



On December 1, 2020, the previously announced separation (the "separation") of
Concentrix and our technology-infused CX solutions business from TD SYNNEX was
completed through a tax-free distribution of all of the issued and outstanding
shares of our common stock to TD SYNNEX stockholders (the distribution and,
together with the separation, the "spin-off"). TD SYNNEX stockholders received
one share of our common stock for each share of TD SYNNEX common stock held as
of the close of business on November 17, 2020. As a result of the spin-off, we
became an independent public company and our common stock commenced trading on
the Nasdaq Stock Market ("Nasdaq") under the symbol "CNXC" on December 1, 2020.
In connection with the spin-off, on November 30, 2020, we entered into a
separation and distribution agreement, an employee matters agreement, a tax
matters agreement and a commercial agreement with TD SYNNEX to set forth the
principal actions to be taken in connection with the spin-off and define our
ongoing relationship with TD SYNNEX after the spin-off.

Risks and uncertainties related to the COVID-19 pandemic



In December 2019, there was an outbreak of a new strain of coronavirus
("COVID-19"), which was declared a pandemic by the World Health Organization in
March 2020. The COVID-19 pandemic has negatively impacted the global economy,
disrupted global supply chains and labor force participation, and created
significant volatility and disruption of financial markets. We successfully
transitioned a significant portion of our workforce to a remote working
environment throughout the second quarter of 2020 and implemented a number of
safety and social distancing measures in our sites to protect the health and
safety of our staff. During the three months ended February 28, 2022, almost all
of our workforce was productive, but we experienced the continued effects of the
COVID-19 pandemic, as variants caused new waves of COVID-19 cases around the
globe.

The extent of the continued impact of the COVID-19 pandemic on our operational
and financial performance, including our ability to execute our business
strategies and initiatives in the expected time frame, will depend on future
developments, including the duration, spread and severity of the pandemic, the
evolution of the virus and the effects of mutations in its genetic code, country
and state restrictions regarding virus containment, the availability and
effectiveness of vaccines and treatment options, accessibility to the Company's
delivery and operations locations, our continued utilization of remote work
environments in response to future health and safety restrictions, and the
effect on our clients' businesses and the demand for their products and
services, all of which are uncertain and cannot be predicted. We are unable to
predict how long the pandemic conditions will persist in regions in which we
operate, if or when countries or localities may experience an increase in
COVID-19 cases, what additional measures may be introduced by governments or our
clients in response to the pandemic generally or to an increase in COVID-19
cases in a particular country or locality, and the effect of any such additional
measures on our business. As a result, many of the estimates and assumptions
involved in preparation of the consolidated financial statements included in
this Quarterly Report on Form 10-Q required increased judgment and carry a
higher degree of variability and volatility. As events continue to evolve with
respect to the pandemic and the global recovery from the pandemic, our estimates
may materially change in future periods. Accordingly, current results and
financial condition discussed herein may not be indicative of future operating
results and trends.

Revenue and Cost of Revenue



We generate revenue through the provision of CX solutions and technology to our
clients pursuant to client contracts. Our client contracts typically consist of
a master services agreement, supported in most cases by multiple statements of
work, which contains the terms and conditions of each contracted solution. Our
client contracts can range from less than one year to over five years in term
and are subject to early termination by our clients for any reason, typically
with 30 to 90 days' notice.

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Our CX solutions and technology are generally characterized by flat unit prices.
Approximately 95% of our revenue is recognized as services are performed, based
on staffing hours or the number of client customer transactions handled using
contractual rates. Remaining revenue from the sale of these solutions are
typically recognized as the services are provided over the duration of the
contract using contractual rates.

Our cost of revenue consists primarily of personnel costs related to the
delivery of our solutions. The costs of our revenue can be impacted by the mix
of client contracts, where we deliver the CX solutions, additional lead time for
programs to be fully scalable, and transition and initial set-up costs. Our cost
of revenue as a percentage of revenue has also fluctuated in the past, based
primarily on our ability to achieve economies of scale, the management of our
operating expenses, and the timing and costs incurred related to our
acquisitions and investments.

In the first quarter of 2022 and 2021, approximately 78% and 83% of our
consolidated revenue was generated from our non-U.S. operations, and
approximately 66% and 62%, respectively, of our consolidated revenue was priced
in U.S. dollars and we expect this to continue. As a result, we have certain
client contracts that are priced in non-U.S. dollar currencies for which a
substantial portion of the costs to deliver the services are in other
currencies. Accordingly, our revenue may be earned in currencies that are
different from the currencies in which we incur corresponding expenses.
Fluctuations in the value of currencies, such as the Philippine peso, the Indian
rupee, and the Canadian dollar, against the U.S. dollar or other currencies in
which we bill our clients, and inflation in the local economies in which these
delivery centers are located, can impact the operating and labor costs in these
delivery centers, which can result in reduced profitability. As a result, our
revenue growth, costs and profitability have been impacted, and we expect will
continue to be impacted, by fluctuations in foreign currency exchange rates.

Margins



Our gross margins fluctuate and can be impacted by the mix of client contracts,
services provided, shifts in the geography from which our CX services are
delivered, client volume trends, the amount of lead time that is required for
programs to become fully scalable, and transition and set-up costs. Our
operating margin fluctuates based on changes in gross margins as well as overall
volume levels, as we are able to gain scale efficiencies in our selling, general
and administrative costs in periods of larger volume.

Economic and Industry Trends



The CX solutions industry in which we operate is competitive. Clients'
performance measures are based on competitive pricing terms and quality of
services. Further, there can be competitive pressure in various labor markets,
which could result in increased labor costs. Accordingly, we could be subject to
pricing and labor cost pressures and may experience a decrease in revenue and
operating income. Our business operates in over 40 countries across 6
continents. We have significant concentrations in the Philippines, India, the
United States, the United Kingdom, Canada, throughout Europe, China and Japan.
Accordingly, we would be impacted by economic strength or weakness in these
geographies and by the strengthening or weakening of local currencies relative
to the U.S. dollar.

Seasonality

Our revenue and margins fluctuate with the underlying trends in our clients'
businesses and trends in the level of consumer activity. As a result, our
revenue and margins are typically higher in the fourth quarter of the year than
in any other quarter.

Critical Accounting Policies and Estimates



During the three months ended February 28, 2022, 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, 2021.


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Results of Operations - Three Months Ended February 28, 2022 and 2021



                                                                           Three Months Ended
                                                                   February 28,          February 28,
                                                                       2022                  2021

                                                                            ($ in thousands)
Revenue                                                           $  1,536,052          $  1,353,278
Cost of revenue                                                        997,918               867,228
Gross profit                                                           538,134               486,050
Selling, general and administrative expenses                           390,389               351,161
Operating income                                                       147,745               134,889
Interest expense and finance charges, net                                8,770                 7,703
Other expense (income), net                                             (7,616)                3,803
Income before income taxes                                             146,591               123,383
Provision for income taxes                                              36,052                34,572
Net income before non-controlling interest                             110,539                88,811
Less: Net income attributable to non-controlling interest                  266                     -
Net income attributable to Concentrix Corporation                 $    110,273          $     88,811


Revenue

                                                             Three Months Ended                     % Change
                                                     February 28,          February 28,
                                                         2022                  2021               2022 to 2021

                                                              ($ in thousands)
Industry vertical:
Technology and consumer electronics                 $    470,199          $    412,818                    13.9  %
Communications and media                                 260,643               248,790                     4.8  %
Retail, travel and ecommerce                             284,917               239,001                    19.2  %
Banking, financial services and insurance                243,246               209,084                    16.3  %
Healthcare                                               150,136               125,224                    19.9  %
Other                                                    126,911               118,361                     7.2  %
Total                                               $  1,536,052          $  1,353,278                    13.5  %

We generate revenue by delivering our CX solutions and technology to our clients categorized in the above primary industry verticals. Our solutions focus on customer engagement, process optimization, and back-office automation.



Our revenue increased 13.5% in the three months ended February 28, 2022,
compared to the three months ended February 28, 2021, which included
approximately two months of revenue related to the acquired PK operations of
$83.2 million, or an increase of 6.1%, and larger volumes across all verticals
over the prior year period. These increases were partially offset by a decrease
in revenue related to divested businesses of $15.9 million, or 1.2%, and an
unfavorable translation effect of foreign currencies of $25.6 million, or 1.9%.
The unfavorable foreign currency translation effect on revenue was primarily due
to the weakening of the euro, Japanese yen and Australian dollar against the
U.S. dollar. Revenue in our technology and consumer electronics vertical
increased as a result of significant increases in volumes from several social
media and internet-related service clients and increases in volumes from a
broad-based group of hardware and software clients over the prior year period.
Revenue in our communications and media vertical increased primarily due to
contributions from the PK operations resulting in increased volumes over the
prior year period. Revenue in our retail, travel and ecommerce vertical
increased primarily due to contributions from the PK operations and increased
volumes across the majority of our retail and ecommerce and travel and tourism
clients over the prior year period. Revenue from clients in the banking,
financial services and insurance vertical increased due to increased volumes
from several banking and financial services clients offset by a decrease in
volumes related to our insurance clients. Revenue in our healthcare vertical
increased due to contributions from the PK operations and increased volumes
across the majority of our health insurance clients. Revenue in our other
vertical increased primarily reflecting contributions from the PK operations.

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Cost of Revenue, Gross Profit and Gross Margin Percentage



                              Three Months Ended                   % Change
                   February 28, 2022      February 28, 2021      2022 to 2021

                               ($ in thousands)
Cost of revenue   $        997,918       $        867,228              15.1  %
Gross profit               538,134                486,050              10.7  %
Gross margin %                35.0  %                35.9  %

Cost of revenue consists primarily of personnel costs. Gross margins can be impacted by resource location, client mix and pricing, additional lead time for programs to be fully scalable, and transition and initial set-up costs.



Our cost of revenue increased by 15.1% in the three months ended February 28,
2022 compared to the three months ended February 28, 2021, primarily due to the
increase in our revenue and the cost of revenue associated with approximately
two months of the PK operations of $56.9 million during the first quarter of
2022. The increases were partially offset by foreign currency impacts of $22.7
million. The foreign currency impact on our cost of revenue was caused primarily
by the weakening of the euro, Japanese yen and Philippine peso against the U.S.
dollar.


Our gross profit increased 10.7% in the three months ended February 28, 2022
compared to the three months ended February 28, 2021, primarily due to the
increase in revenue and the contributions from approximately two months of the
PK operations, partially offset by a net unfavorable foreign currency impact of
$2.9 million on gross profit. Our gross margin percentage for the three months
ended February 28, 2022 decreased to 35.0% from 35.9% in the prior year period
due to the impact of approximately two months of the PK operations and changes
in the mix of geographies where our services were delivered.

Selling, General and Administrative Expenses



                                                                  Three Months Ended                         % Change
                                                      February 28, 2022         February 28, 2021          2022 to 2021

                                                                   ($ in thousands)

Selling, general and administrative expenses $ 390,389

   $        351,161                    11.2  %
Percentage of revenue                                            25.4  %                   25.9  %


Our selling, general and administrative expenses consist primarily of support
personnel costs such as salaries, commissions, bonuses, employee benefits and
share-based compensation costs. Selling, general and administrative expenses
also include the cost of our global delivery facilities, utility expenses,
hardware and software costs related to our technology infrastructure, legal and
professional fees, depreciation on our technology and facility equipment,
amortization of intangible assets resulting from acquisitions, marketing
expenses and acquisition-related and integration expenses.

Our selling, general and administrative expenses increased in the three months
ended February 28, 2022 compared to the three months ended February 28, 2021,
primarily due to $26.0 million of selling, general and administrative expenses
associated with approximately two months of the PK operations during the first
quarter of 2022, an increase in share-based compensation expense of $8.1
million, an increase in amortization expense of $3.5 million and an increase in
acquisition-related and integration expenses of $0.9 million. These increases
were partially offset by favorable currency impacts of $6.3 million. These items
and scale efficiencies resulted in a decrease in selling, general and
administrative expenses as a percentage of revenue from 25.9% in the first
fiscal quarter of 2021 to 25.4% in the first fiscal quarter of 2022.

Operating Income

                                 Three Months Ended                   % Change
                      February 28, 2022      February 28, 2021      2022 to 2021

                                  ($ in thousands)
Operating income     $        147,745       $        134,889               9.5  %
Operating margin                  9.6  %                10.0  %

Our operating income increased during the three months ended February 28, 2022 compared to the three months ended February 28, 2021 due to the increase in gross profit partially offset by the increase in selling, general and administrative expenses.


                                       30

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Our operating margin decreased slightly during the three months ended February 28, 2022 compared to the three months ended February 28, 2021 due to the decrease in gross margin partially offset by the decrease in selling, general and administrative expenses as a percentage of revenue.

Interest Expense and Finance Charges, Net



                                                               Three Months Ended                         % Change
                                                   February 28, 2022         February 28, 2021          2022 to 2021

                                                                ($ in thousands)
Interest expense and finance charges, net         $          8,770          $          7,703                    13.9  %
Percentage of revenue                                          0.6  %                    0.6  %


Amounts recorded in interest expense and finance charges, net consist primarily
of interest on our Prior Term Loan and our Term Loan under our Credit Facility
and interest on our Securitization Facility borrowings.

The increase in interest expense for the three months ended February 28, 2022
compared to the three months ended February 28, 2021, reflects the increase in
borrowings incurred on the Term Loan as part of our Amended Credit Facility
entered into in connection with the PK acquisition and the related interest
expense on the increased borrowings.


Other Expense (Income), Net

                                          Three Months Ended                   % Change
                               February 28, 2022      February 28, 2021      2022 to 2021

                                           ($ in thousands)
Other expense (income), net   $         (7,616)      $          3,803            (300.3) %
Percentage of revenue                     (0.5) %                 0.3  %


Amounts recorded as other expense (income), net include foreign currency
transaction gains and losses other than cash flow hedges, investment gains and
losses, non-service component of pension costs, and other non-operating gains
and losses.

Other expense (income), net in the three months ended February 28, 2022 was
income of $7.6 million in comparison to expense of $3.8 million in the three
months ended February 28, 2021. The change in other expense (income), net was
primarily due to favorable foreign currency transaction changes compared to the
prior year period.

Provision for Income Taxes

                                                               Three Months Ended                         % Change
                                                   February 28, 2022         February 28, 2021          2022 to 2021

                                                                ($ in thousands)
Provision for income taxes                        $         36,052          $         34,572                     4.3  %
Percentage of income before income taxes                      24.6  %                   28.0  %


Provision for income taxes consist of our current and deferred tax expense resulting from our income earned in domestic and international jurisdictions.



Our provision for income taxes increased in the three months ended February 28,
2022 compared to the three months ended February 28, 2021, primarily due to the
increase in income before taxes during the current year period. The effective
tax rate for the three months ended February 28, 2022 decreased compared to the
prior year period primarily due to the change in mix of income earned in
different tax jurisdictions between periods.

                                       31

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Certain Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including:



•Revenue in constant currency, which is revenue adjusted for the translation
effect of foreign currencies so that certain financial results can be viewed
without the impact of fluctuations in foreign currency exchange rates, thereby
facilitating period-to-period comparisons of our business performance. Revenue
in constant currency is calculated by translating the revenue of each fiscal
year in the billing currency to U.S. dollars using the comparable prior year's
currency conversion rate. Generally, when the U.S. dollar either strengthens or
weakens against other currencies, our revenue growth at constant currency rates
or adjusting for currency will be higher or lower than our revenue growth
reported at actual exchange rates.

•Revenue in adjusted constant currency, which is constant currency revenue
excluding revenue for businesses acquired or divested since the beginning of the
prior year period so that revenue growth can be viewed without the impact of
acquisitions or divestitures, thereby facilitating period-to-period comparisons
of our business performance.


•Non-GAAP operating income, which is operating income, adjusted to exclude
acquisition-related and integration expenses, including related restructuring
costs, amortization of intangible assets and share-based compensation.

•Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue.

•Adjusted earnings before interest, taxes, depreciation, and amortization, or adjusted EBITDA, which is non-GAAP operating income, as defined above, plus depreciation.

•Adjusted EBITDA margin, which is adjusted EBITDA, as defined above, divided by revenue.



•Non-GAAP net income, which is net income excluding the tax effected impact of
acquisition-related and integration expenses, including related restructuring
costs, amortization of intangible assets and share-based compensation.

•Free cash flow, which is cash flows from operating activities less capital
expenditures. We believe that free cash flow is a meaningful measure of cash
flows since capital expenditures are a necessary component of ongoing
operations. However, free cash flow has limitations because it does not
represent the residual cash flow available for discretionary expenditures. For
example, free cash flow does not incorporate payments for business acquisitions.

•Non-GAAP diluted earnings per common share ("EPS"), which is diluted EPS excluding the per share, tax effected impact of acquisition-related and integration expenses, including related restructuring costs, amortization of intangible assets and share-based compensation.




We believe that providing this additional information is useful to the reader to
better assess and understand our base operating performance, especially when
comparing results with previous periods and for planning and forecasting in
future periods, primarily because management typically monitors the business
adjusted for these items in addition to GAAP results. Management also uses these
non-GAAP measures to establish operational goals and, in some cases, for
measuring performance for compensation purposes. These non-GAAP financial
measures exclude amortization of intangible assets. Our acquisition activities
have resulted in the recognition of intangible assets, which consist primarily
of client relationships, technology and trade names. Finite-lived intangible
assets are amortized over their estimated useful lives and are tested for
impairment when events indicate that the carrying value may not be recoverable.
The amortization of intangible assets is reflected in our statements of
operations. Although intangible assets contribute to our revenue generation, the
amortization of intangible assets does not directly relate to the services
performed for our clients. Additionally, intangible asset amortization expense
typically fluctuates based on the size and timing of our acquisition activity.
Accordingly, we believe excluding the amortization of intangible assets, along
with the other non-GAAP adjustments, which neither relate to the ordinary course
of our business nor reflect our underlying business performance, enhances our
and our investors' ability to compare our past financial performance with its
current performance and to analyze underlying business performance and trends.
Intangible asset amortization excluded from the related non-GAAP financial
measure represents the entire amount recorded within our GAAP financial
statements, and the revenue generated by the associated intangible assets has
not been excluded from the related non-GAAP financial measure. Intangible asset
amortization is excluded from the related non-GAAP financial measure because the
amortization, unlike the related revenue, is not affected by operations of any
particular period unless an intangible asset becomes impaired or the estimated
useful life of an intangible asset is revised. These non-GAAP financial measures
also exclude share-based compensation expense. Given the subjective assumptions
and the variety of award types that companies can use when calculating

                                       32

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share-based compensation expense, management believes this additional
information allows investors to make additional comparisons between our
operating results and those of our peers. As these non-GAAP financial measures
are not calculated in accordance with GAAP, they may not necessarily be
comparable to similarly titled measures employed by other companies. These
non-GAAP financial measures should not be considered in isolation or as a
substitute for the comparable GAAP measures and should be used as a complement
to, and in conjunction with, data presented in accordance with GAAP.

                                                                        Three Months Ended
                                                                February 28,          February 28,
                                                                    2022                  2021

                                                                         ($ in thousands)
Revenue                                                        $  1,536,052          $  1,353,278
Foreign currency translation                                         25,610                     -
Revenue in constant currency                                   $  1,561,662

$ 1,353,278 Effect of excluding revenue of acquired and divested businesses

                                                          (83,196)              (15,947)
Revenue in adjusted constant currency                          $  1,478,466          $  1,337,331



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                                                                                  Three Months Ended
                                                                        February 28,
                                                                            2022              February 28, 2021

                                                                      ($ in

thousands except per share amounts)



Operating income                                                      $    147,745           $        134,889
Acquisition-related and integration expenses                                   922                          -
Amortization of intangibles                                                 38,056                     34,601
Share-based compensation                                                    15,169                      7,118
Non-GAAP operating income                                             $    201,892           $        176,608

Net income                                                            $    110,273           $         88,811
Net income attributable to non-controlling interest                            266                          -
Interest expense and finance charges, net                                    8,770                      7,703
Provision for income taxes                                                  36,052                     34,572
Other expense (income), net                                                 (7,616)                     3,803
Acquisition-related and integration expenses                                   922                          -
Amortization of intangibles                                                 38,056                     34,601
Share-based compensation                                                    15,169                      7,118
Depreciation                                                                36,037                     35,999
Adjusted EBITDA                                                       $    237,929           $        212,607

Operating margin                                                               9.6   %                   10.0  %
Non-GAAP operating margin                                                     13.1   %                   13.1  %
Adjusted EBITDA margin                                                        15.5   %                   15.7  %

Net income                                                            $    110,273           $         88,811
Acquisition-related and integration expenses                                   922                          -
Amortization of intangibles                                                 38,056                     34,601
Share-based compensation                                                    15,169                      7,118
Income taxes related to the above(1)                                       (13,753)                   (10,567)
Non-GAAP net income                                                   $    150,667           $        119,963

Diluted earnings per common share ("EPS")                             $       2.09           $           1.69
Acquisition-related and integration expenses                                  0.02                          -
Amortization of intangibles                                                   0.72                       0.66
Share-based compensation                                                      0.29                       0.14
Income taxes related to the above(1)                                         (0.27)                     (0.20)
Non-GAAP Diluted EPS                                                  $       2.85           $           2.29

(1)The tax effect of taxable and deductible non-GAAP adjustments was calculated using the tax deductible portion of the expenses and applying the entity specific, statutory tax rates applicable to each item during the respective periods.


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Liquidity and Capital Resources



Our primary uses of cash are working capital, capital expenditures to expand our
delivery footprint and enhance our technology solutions, debt repayments and
acquisitions, including our recent acquisition of PK. Our financing needs for
these uses of cash have been a combination of operating cash flows and
third-party debt arrangements. Our working capital needs are primarily to
finance accounts receivable. When our revenue is increasing, our net investment
in working capital typically increases. Conversely, when revenue is decreasing,
our net investment in working capital typically decreases. To increase our
market share and better serve our clients, we may further expand our operations
through investments or acquisitions. We expect that such expansion would require
an initial investment in working capital, personnel, facilities, and operations.
These investments or acquisitions would likely be funded primarily by our
existing cash and cash equivalents, available liquidity, including capacity on
our debt arrangements, or the issuance of securities.


In September 2021, considering our strong free cash flow, low leverage and
adequate liquidity to support capital return to stockholders while maintaining
flexibility to pursue acquisitions, the Company's board of directors authorized
a share repurchase program. Under the share repurchase program, the board of
directors authorized the Company to purchase up to $500 million of our common
stock from time to time as market and business conditions warrant, including
through open market purchases or Rule 10b5-1 trading plans. The repurchase
program has no termination date and may be suspended or discontinued at any
time. During the three months ended February 28, 2022, we did not purchase
shares of our common stock under the program. At February 28, 2022,
approximately $474.9 million remained available for share repurchases under the
existing authorization from the Company's board of directors.


During fiscal years 2022 and 2021, the Company has paid the following dividends per share approved by the Company's board of directors:




 Announcement Date      Record Date       Per Share Dividend Amount      Payment Date
 September 27, 2021   October 22, 2021              $0.25              November 2, 2021
  January 18, 2022    January 28, 2022              $0.25              February 8, 2022


On March 29, 2022, we announced a cash dividend of $0.25 per share to stockholders of record as of April 29, 2022, payable on May 10, 2022.




The board of directors expects that future cash dividends will be paid on a
quarterly basis. However, any decision to pay future cash dividends will be
subject to our board of directors' approval, and will depend on many factors,
such as our financial condition, earnings, capital requirements, debt service
obligations, restrictive covenants in our debt agreements, industry practice,
legal requirements, regulatory constraints, and other factors that our board of
directors deems relevant. Our ability to pay dividends will depend on our
ongoing ability to generate cash from operations and on our access to the
capital markets. We cannot guarantee that we will continue to pay a dividend in
the future.

Debt Arrangements

Credit Facility

On December 27, 2021, in connection with the closing of the acquisition of PK,
we entered into an amendment of our senior secured credit facility (the "Credit
Facility") (i) to refinance the previously existing term loan (the "Prior Term
Loan") with a new term loan, which was fully advanced, in the aggregate
outstanding principal amount of $2,100 million (the "Term Loan"), (ii) to
increase the revolving credit facility (the "Revolver") to $1,000 million, (iii)
to extend the maturity of the Credit Facility from November 30, 2025 to December
27, 2026, (iv) to replace LIBOR with SOFR as the primary reference rate used to
calculate interest on the loans under the Credit Facility, and (v) to modify the
commitment fee on the unused portion of the Revolver and the margins in excess
of the reference rates at which the loans under the Credit Facility bear
interest. The proceeds from the Term Loan and additional borrowings on the
Securitization Facility were used to repay the principal amount outstanding on
the Prior Term Loan and to finance the acquisition of PK, including the
repayment of certain indebtedness of PK and the payment of fees and expenses in
connection with the acquisition.

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As amended, borrowings under the Credit Facility bear interest, in the case of
SOFR rate loans, at a per annum rate equal to the applicable SOFR rate (but not
less than 0.0%), plus an adjustment of between 0.10% and 0.25% depending on the
interest period of each SOFR loan, plus an applicable margin, which ranges from
1.25% to 2.00%, based on our consolidated leverage ratio. Borrowings under the
Credit Facility that are not SOFR rate loans bear interest at a per annum rate
equal to (i) the greatest of (a) the Federal Funds Rate in effect on such day
plus ½ of 1.00%, (b) the rate of interest last publicly announced by Bank of
America as its "prime rate" and (c) the term SOFR rate plus 1.00%, plus (ii) an
applicable margin, which ranges from 0.25% to 1.00%, based on our consolidated
leverage ratio. As amended, the commitment fee on the unused portion of the
Revolver ranges from 22.5 to 30 basis points, based on our consolidated leverage
ratio.

Beginning August 31, 2022, the outstanding principal of the Term Loan is payable
in quarterly installments of $26.25 million, with the unpaid balance due in full
on the maturity date.

We may request, subject to obtaining commitments from any participating lenders
and certain other conditions, incremental commitments to increase the amount of
the Revolver or the Term Loan available under the Credit Facility in an
aggregate principal amount of up to $450 million, plus an additional amount, so
long as after giving effect to the incurrence of such additional amount, our pro
forma first lien leverage ratio (as defined in the Credit Facility) would not
exceed 3.00 to 1.00.

Obligations under the Credit Facility are secured by substantially all of the
assets of Concentrix and certain of its U.S. subsidiaries and are guaranteed by
certain of its U.S. subsidiaries.

The Credit Facility contains various loan covenants that restrict the ability of
Concentrix and its subsidiaries to take certain actions, including incurrence of
indebtedness, creation of liens, mergers or consolidations, dispositions of
assets, repurchase or redemption of capital stock, making certain investments,
entering into certain transactions with affiliates or changing the nature of our
business. In addition, the Credit Facility contains financial covenants that
require us to maintain at the end of each fiscal quarter, (i) a consolidated
leverage ratio (as defined in the Credit Facility) not to exceed 3.75 to 1.0 and
(ii) a consolidated interest coverage ratio (as defined in the Credit Facility)
equal to or greater than 3.00 to 1.0. The Credit Facility also contains various
customary events of default, including payment defaults, defaults under certain
other indebtedness, and a change of control of Concentrix.

We initially entered into the Credit Facility on October 16, 2020, and the
Credit Facility initially provided for the extension of revolving loans of up to
$600 million and term loan borrowings of up to $900 million. On November 30,
2020, in connection with the spin-off, we incurred $900 million of term loan
borrowings under the Credit Facility and $250 million of borrowings under the
Securitization Facility (as defined below). Substantially all of the proceeds
from such indebtedness, net of debt issuance costs, were transferred to TD
SYNNEX on November 30, 2020 to eliminate debt owed by the Company to TD SYNNEX
and in exchange for the contribution of certain Company trademarks from TD
SYNNEX to the Company.

Beginning May 31, 2021, the outstanding principal of the Prior Term Loan was
payable in quarterly installments of $11.25 million, with the unpaid balance due
in full on the maturity date. During the fiscal year ended November 30, 2021, we
paid $200.0 million of the principal balance on the Prior Term Loan, including
$166.25 million of voluntary prepayments without penalty.


We had no outstanding borrowings on the Revolver as of February 28, 2022 or November 30, 2021.




Securitization Facility


On October 30, 2020, we entered into a $350 million accounts receivable securitization facility (the "Securitization Facility") pursuant to certain agreements, including a receivables financing agreement and a receivables purchase agreement.




The Securitization Facility has a termination date of October 28, 2022. Under
the Securitization Facility, Concentrix and certain of its U.S. based
subsidiaries (the "Originators") sell or otherwise transfer all of their
accounts receivable to a special purpose bankruptcy-remote subsidiary of
Concentrix that grants a security interest in the receivables to the lenders in
exchange for available borrowings of up to $350 million. Borrowing availability
under the Securitization Facility may be limited by our accounts receivable
balances, changes in the credit ratings of our clients comprising the
receivables, client concentration levels in the receivables, and certain
characteristics of the accounts receivable being transferred (including factors
tracking performance of the accounts receivable over time). In May 2021, we
amended the Securitization Facility to remove CIS as an Originator.


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Borrowings under the Securitization Facility bear interest with respect to loans
that are funded through the issuance of commercial paper at the applicable
commercial paper rate plus a spread of 1.05% and, otherwise, at a per annum rate
equal to the applicable LIBOR rate plus a spread of 1.15%. We are also obligated
to pay a monthly undrawn fee that ranges from 30 to 37.5 basis points based on
the portion of the Securitization Facility that is undrawn.


The Securitization Facility contains various affirmative and negative covenants,
including a consolidated leverage ratio covenant that is consistent with the
Credit Facility and customary events of default, including payment defaults,
defaults under certain other indebtedness, a change in control of Concentrix,
and certain events negatively affecting the overall credit quality of the
transferred accounts receivable.


As of February 28, 2022, we were in compliance with the debt covenants related to our debt arrangements.

Cash Flows - Three Months Ended February 28, 2022 and 2021



The following summarizes our cash flows for the three months ended February 28,
2022 and 2021, as reported in our consolidated statement of cash flows in the
accompanying consolidated financial statements.

                                                                         Three Months Ended
                                                                 February 28,          February 28,
                                                                     2022                  2021

                                                                          ($ in thousands)
Net cash provided by operating activities                       $     45,015          $    35,884
Net cash used in investing activities                             (1,610,823)             (41,950)
Net cash provided by (used in) financing activities                1,527,353              (30,618)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

                                                       (1,395)                (471)

Net decrease in cash, cash equivalents and restricted cash $ (39,850) $ (37,155) Cash, cash equivalents and restricted cash at beginning of year 183,010

              156,351
Cash, cash equivalents and restricted cash at the end of the
period                                                          $    143,160          $   119,196


Operating Activities

Net cash provided by operating activities was $45.0 million for the three months
ended February 28, 2022 in comparison to $35.9 million for the three months
ended February 28, 2021. The increase in net cash provided by operating
activities over the prior year period was primarily related to the increase in
net income, partially offset by changes in working capital over the prior year
period.


Investing Activities


Net cash used in investing activities for the three months ended February 28,
2022 was $1,610.8 million in comparison to $42.0 million for the three months
ended February 28, 2021. The increase in net cash used in investing activities
over the prior year period primarily related to the cash paid in connection with
our acquisition of PK.


Financing Activities

Net cash provided by financing activities for the three months ended
February 28, 2022 was $1,527.4 billion, consisting primarily of net proceeds
from the refinancing of the term loan under the amended Credit Facility of
$1,400.0 million and net proceeds from the Securitization Facility of $149.0
million, offset by cash paid for debt issuance costs of $8.9 million and
dividends of $13.1 million.

Net cash used in financing activities for the three months ended February 28,
2021 was $30.6 million, consisting primarily of the payment of $50.0 million of
the principal balance of the term loan under the Credit Facility, partially
offset by net third-party borrowings of $17.5 million under the Securitization
Facility.


We believe our current cash balances and credit availability are enough to support our operating activities for at least the next twelve months.


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Free Cash Flow (a non-GAAP measure)



                                                          Three Months Ended
                                              February 28, 2022       February 28, 2021

                                                           ($ in thousands)
Net cash provided by operating activities    $           45,015      $      

35,884


Purchases of property and equipment                     (45,393)            

(41,950)


Free cash flow (a non-GAAP measure)          $             (378)     $      

(6,066)




Our free cash flow was a use of $0.4 million for the three months ended
February 28, 2022 compared to a use of $6.1 million for the three months ended
February 28, 2021. The increase in free cash flow for the three months ended
February 28, 2022 was due to the increase in cash provided by operating
activities partially offset by an increase in capital expenditures.

Capital Resources

As of February 28, 2022, we had total liquidity of approximately $1,238.2 million, which includes undrawn Revolver capacity of $1,000.0 million on the Credit Facility, undrawn capacity of $96.0 million on the Securitization Facility and cash and cash equivalents.



Our cash and cash equivalents totaled $142.2 million and $182.0 million as of
February 28, 2022 and November 30, 2021, respectively. Of our total cash and
cash equivalents, 96% and 87% were held by our non-U.S. legal entities as of
February 28, 2022 and November 30, 2021, respectively. The cash and cash
equivalents held by our non-U.S. legal entities are no longer subject to U.S.
federal tax on repatriation into the United States. Repatriation of some
non-U.S. balances is restricted by local laws. Historically, we have fully
utilized and reinvested all non-U.S. cash to fund our international operations
and expansion; however, the Company has recorded deferred tax liabilities
related to non-U.S. withholding taxes on the earnings of certain previously
acquired non-U.S. entities that are likely to be repatriated in the future. If
in the future our intentions change, and we repatriate the cash back to the
United States, we will report in our consolidated financial statements the
impact of the state and withholding taxes depending upon the planned timing and
manner of such repatriation. Presently, we believe we have sufficient resources,
cash flow and liquidity within the United States 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, the cash flows
expected to be generated from operations, and our sources of liquidity will be
sufficient to satisfy our current and planned working capital and investment
needs for the next twelve months. We also believe that our longer-term working
capital, planned capital expenditures 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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