The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related Notes included elsewhere in this Report. Amounts in certain tables may not add or compute due to rounding.



When used in this Quarterly Report on Form 10-Q, or this "Report", the words
"anticipates," "believes," "estimates," "expects," "intends," "allows," "can,"
"may," "could," "designed," "will," and similar expressions are intended to
identify forward-looking statements. These are statements that relate to future
periods and include statements about market trends, our business model and our
services, our business and market strategy, future growth, including expansion
of our product and service lines, our infrastructure, our investment in our
information technology, or IT, systems, our employee hiring and retention, the
ownership interest of MiTAC Holdings Corporation or MiTAC Holdings, in us and
its impact, the ownership interest of Apollo Global Management, Inc., or Apollo,
in us and its impact, the impact of the Merger, our integration plans, our plans
with respect to the GBO 2 Program, our revenue, sources of revenue, our gross
margins, our operating costs and results, timing of payment, the value of our
inventory, our competition, including with Synnex Technology International
Corp., our future needs for additional financing, the likely sources for such
funding and the impact of such funding, concentration of customers and
suppliers, customer and supplier contract terms, customer forecasts and its
impact on us, relationships with our suppliers, adequacy of our facilities,
ability to obtain comparable leases, ability to manage and communicate with
international resources, ability to meet demand, managing inventory and our
shipping costs, our legal proceedings, including the investigation by the
Competition Authority, our operations and trends related thereto, our
international operations, foreign currency exchange rates and hedging
activities, expansion of our operations and related effects, our strategic
acquisitions including anticipated cost savings and other benefits, divestitures
of businesses and assets, revenue, cost of revenue and gross margin, our
goodwill, seasonality of sales, changes in share price, adequacy of our cash
resources to meet our capital needs, our debt and financing arrangements,
including the impact of any change to our credit rating, interest rate risk and
impact thereof, cash held by our international subsidiaries and repatriation,
changes in fair value of derivative instruments, our tax liabilities, adequacy
of our disclosure controls and procedures, dependency on personnel, pricing
pressures, cybersecurity and compliance with related rules and regulations,
impact of rules and regulations affecting public companies, the replacement of
LIBOR, impact of our pricing policies, impact of economic and industry trends,
changes to the markets in which we compete, impact of our accounting policies
and recently issued accounting pronouncements, our estimates and assumptions,
impact of inventory repurchase obligations and commitments and contingencies,
our effective tax rates, impact of any impairment of our goodwill and intangible
assets, our share repurchase and dividend program, our securitization programs,
term loans and revolving credit lines, our investments in working capital,
personnel, our succession planning and various environmental, social and
governance initiatives and attention, our purchase accounting adjustments, plans
with respect to our controls and procedures, and the impact of global economic,
political and social conditions. Forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. These risks and uncertainties include, but are not limited to,
those risks discussed herein and risks related to the risk that the legacy
SYNNEX and legacy Tech Data businesses will not be integrated successfully or
realize the anticipated benefits of the combined company, the COVID-19 global
pandemic, the ability to retain key personnel, the seasonality of the buying
patterns of our customers, concentration of sales to large customers, the loss
or consolidation of one or more of our significant original equipment
manufacturer, or OEM, suppliers or customers, market acceptance and product life
of the products we assemble and distribute, competitive conditions in our
industry and their impact on our margins, pricing and other terms with our OEM
suppliers, our ability to gain market share, variations in supplier-sponsored
programs, changes in our costs and operating expenses, increased inflation,
dependence upon and trends in capital spending budgets in the IT industry,
fluctuations in general economic conditions including impacts from Russia's
invasion of Ukraine, change in the market for our customers' products, employee
turnover, changes in tax laws, risks associated with our international
operations, uncertainties and variability in demand by our reseller and
integration customers, supply shortages or delays, any termination or reduction
in our floor plan financing arrangements, changes in value of foreign currencies
and interest rates and other risk factors contained in Part I, Item 1A, "Risk
Factors" in our Annual Report on Form 10-K for the year ended November 30, 2021
and below under Part II, Item 1A, "Risk Factors." These forward-looking
statements speak only as of the date hereof. We expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based, unless otherwise required by
law.

In the Management's Discussion and Analysis of Financial Condition and Results
of Operations, all references to "TD SYNNEX," "we," "us," "our" or the "Company"
mean TD SYNNEX Corporation and its subsidiaries for periods after the
acquisition of Tech Data, except where it is made clear that the term means only
the parent company or one of its segments while all references to "SYNNEX,"
"we," "us," "our" or the "Company" mean SYNNEX Corporation and its subsidiaries
for periods prior to the acquisition of Tech Data, except where it is made clear
that the term means only the parent company or one of its segments.
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TD SYNNEX, the TD SYNNEX Logo and all other TD SYNNEX company, product and services names and slogans are trademarks or registered trademarks of TD SYNNEX Corporation. Other names and marks are the property of their respective owners.

Overview

We are a Fortune 200 corporation and a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem.



On December 1, 2020, we completed the previously announced separation of our
customer experience services business (the "Separation"), which was accomplished
by the distribution of one hundred percent of the outstanding common stock of
Concentrix Corporation ("Concentrix"). Our stockholders received one share of
Concentrix common stock for every share of our common stock held at the close of
business on the record date. Concentrix is now an independent public company
trading under the symbol "CNXC" on the Nasdaq Stock Market. After the
Separation, we do not beneficially own any shares of Concentrix' common stock
and beginning December 1, 2020, we no longer consolidate Concentrix within our
financial results or reflect the financial results of Concentrix within our
continuing results of operations. We distributed a total of approximately 51.6
million shares of Concentrix common stock to our stockholders. In connection
with the Separation, we have entered into a separation and distribution
agreement, as well as various other agreements with Concentrix that provide a
framework for the relationships between the parties going forward, including
among others an employee matters agreement, a tax matters agreement, and a
commercial agreement, pursuant to which Concentrix will continue to provide
certain limited services to us following the Separation.

On March 22, 2021, SYNNEX entered into an agreement and plan of merger (the
"Merger Agreement") which provided that legacy SYNNEX Corporation would acquire
legacy Tech Data Corporation, a Florida corporation ("Tech Data") through a
series of mergers, which would result in Tech Data becoming an indirect
subsidiary of TD SYNNEX Corporation (collectively, the "Merger"). On September
1, 2021, pursuant to the terms of the Merger Agreement, SYNNEX acquired all the
outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent
corporation of Tech Data, for consideration of $1.61 billion in cash ($1.11
billion in cash after giving effect to a $500 million equity contribution by
Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation's sole stockholder
and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP)
Corporation prior to the effective time of the Merger) and 44 million shares of
common stock of SYNNEX, valued at approximately $5.61 billion. See   Note 3

-

Acquisitions to the Consolidated Financial Statements in Part I, Item 1 of this Report for further information.



We previously had two reportable segments as of November 30, 2020: Technology
Solutions and Concentrix. After giving effect to the Separation on December 1,
2020, we operated in a single reportable segment. After completion of the
Merger, we reviewed our reportable segments as there was a change in our chief
executive officer, who is also our chief operating decision maker. Our chief
operating decision maker has a leadership structure aligned with the geographic
regions of the Americas, Europe and Asia-Pacific and Japan ("APJ") and reviews
and allocates resources based on these geographic regions. As a result, as of
September 1, 2021 we began operating in three reportable segments based on our
geographic regions: the Americas, Europe and APJ. Segment results for all prior
periods have been restated for comparability to the Company's current reportable
segments. For financial information by segment, refer to   Note 11   - Segment
Information, to the Consolidated Financial Statements in Part I, Item 1 of this
Report. We have presented limited information by reportable segment within the
Management's Discussion and Analysis of Financial Condition and Results of
Operations due to the lack of comparability between periods resulting from the
Merger on September 1, 2021.

We distribute technology products from original equipment manufacturers ("OEM"),
as well as suppliers of next-generation technologies and delivery models, to
resellers, system integrators, and retailers. We purchase PC systems, mobile
phones and accessories, printers, peripherals, IT systems, system components,
software, networking, communications and security equipment, consumer
electronics and complementary products from our suppliers and sell them to our
reseller and retail customers. We perform a similar function for our
distribution of licensed software products. Our reseller customers include
value-added resellers, corporate resellers, government resellers, system
integrators, direct marketers, retailers and managed service providers. We
combine our core strengths in distribution with demand generation, supply chain
management and design and integration solutions to help our customers achieve
greater efficiencies in time to market, cost minimization, real-time linkages in
the supply chain and aftermarket product support. We also provide comprehensive
IT solutions in key vertical markets such as government and healthcare and we
provide specialized service offerings that increase efficiencies in the areas of
global computing components, logistics services and supply chain management.
Additionally, we provide our customers with systems design and integration
solutions for data center servers and networking solutions built specific to our
customers' workloads and data center environments.
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Our business is characterized by low gross profit as a percentage of revenue, or gross margin, and low income from operations as a percentage of revenue, or operating margin. The market for IT products is generally characterized by declining unit prices and short product life cycles. We set our sales price based on the market supply and demand characteristics for each particular product or bundle of products we distribute and services we provide.



We are highly dependent on the end-market demand for IT products, and on our
partners' strategic initiatives and business models. This end-market demand is
influenced by many factors including the introduction of new IT products and
software by OEMs, replacement cycles for existing IT products, trends toward
cloud computing, overall economic growth and general business activity. A
difficult and challenging economic environment, including due to the impacts of
increased inflation and Russia's invasion of Ukraine, may also lead to
consolidation or decline in the IT industries and increased price-based
competition.

The COVID-19 pandemic has negatively impacted the global economy, disrupted
global supply chains and workforce participation, including our own, and created
significant volatility and disruption of financial markets. The disruptions due
to COVID-19 have impacted our business including logistics operations. Despite
improvements in the global economy since the onset of the pandemic, resurgences
of COVID-19 variants and the related impacts bring uncertainty to continued
economic recovery. As a result, the Company cannot at this time accurately
predict what effects these conditions will have on its operations and financial
condition, including due to the uncertainties relating to the severity and
duration of the pandemic, the effect on its customers and customer demand and
the length of the restrictions and closures imposed by various governments,
including recent restrictions and closures within the Asia-Pacific region. As a
result, many of the estimates and assumptions involved in the preparation of the
financial statements included in this 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, our estimates may change in
future periods.

Critical Accounting Policies and Estimates

During the nine months ended August 31, 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.



During the nine months ended August 31, 2022, we adopted certain other new
accounting pronouncements. The impact of adoption of these pronouncements was
not material to our consolidated financial statements. See   Note 2   - Summary
of Significant Accounting Policies to our Consolidated Financial Statements in
Part I, Item 1 of this Report for further information.

Acquisitions



We continually seek to augment organic growth in our business with strategic
acquisitions of businesses and assets that complement and expand our existing
capabilities. We also divest businesses that we deem no longer strategic to our
ongoing operations. We seek to acquire new OEM relationships, enhance our supply
chain and integration capabilities, the services we provide to our customers and
OEM suppliers, and expand our geographic footprint. We are also strategically
focused on further increasing our scale to support our customers.
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Results of Operations



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

                                                       Three Months Ended                                 Nine Months Ended
Statements of Operations Data:              August 31, 2022          August 31, 2021          August 31, 2022          August 31, 2021
Revenue                                             100.00  %                100.00  %                100.00  %                100.00  %
Cost of revenue                                     (94.03) %                (94.00) %                (93.84) %                (94.09) %
Gross profit                                          5.97  %                  6.00  %                  6.16  %                  5.91  %
Selling, general and administrative
expenses                                             (4.10) %                 (3.08) %                 (4.24) %                 (3.12) %
Acquisition, integration and restructuring
costs                                                (0.30) %                 (0.08) %                 (0.37) %                 (0.06) %
Operating income                                      1.57  %                  2.85  %                  1.55  %                  2.74  %
Interest expense and finance charges, net            (0.34) %                 (0.51) %                 (0.31) %                 (0.45) %
Other (expense) income, net                          (0.01) %                  0.09  %                 (0.03) %                  0.02  %
Income before income taxes                            1.22  %                  2.43  %                  1.21  %                  2.30  %
Provision for income taxes                           (0.25) %                 (0.61) %                 (0.29) %                 (0.58) %

Net income                                            0.97  %                  1.82  %                  0.92  %                  1.72  %

Due to the ongoing impact of the COVID-19 pandemic, current results and financial condition discussed herein may not be indicative of future operating results and trends.

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:



•Non-GAAP operating income, which is operating income, adjusted to exclude
acquisition, integration and restructuring costs, amortization of intangible
assets, share-based compensation expense and purchase accounting adjustments.

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

•Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") which is net income before interest, taxes, depreciation and amortization, adjusted to exclude other (expense) income, net, acquisition, integration and restructuring costs, share-based compensation expense, and purchase accounting adjustments.



•Non-GAAP net income, which is net income, adjusted to exclude acquisition,
integration and restructuring costs, amortization of intangible assets,
share-based compensation expense, purchase accounting adjustments, income taxes
related to the aforementioned items, as well as a capital loss carryback
benefit.

•Non-GAAP diluted earnings per common share ("EPS"), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments, income taxes related to the aforementioned items, as well as a capital loss carryback benefit.



Acquisition, integration and restructuring costs typically consist of
acquisition, integration, restructuring and divestiture related costs and are
expensed as incurred. These expenses primarily represent professional services
costs for legal, banking, consulting and advisory services, severance and other
personnel related costs, share-based compensation expense and debt
extinguishment fees. From time to time, this category may also include
transaction-related gains/losses on divestitures/spin-off of businesses, costs
related to long-lived assets including impairment charges and accelerated
depreciation and amortization expense due to changes in asset useful lives, as
well as various other costs associated with the acquisition or divestiture.
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Our acquisition activities have resulted in the recognition of finite-lived
intangible assets which consist primarily of customer relationships and lists
and vendor lists. Finite-lived intangible assets are amortized over their
estimated useful lives and are tested for impairment when events indicate that
the carrying value may not be recoverable. The amortization of intangible assets
is reflected in our statements of operations. Although intangible assets
contribute to our revenue generation, the amortization of intangible assets does
not directly relate to the sale of our products. Additionally, intangible asset
amortization expense typically fluctuates based on the size and timing of our
acquisition activity. Accordingly, we believe excluding the amortization of
intangible assets, along with the other non-GAAP adjustments which neither
relate to the ordinary course of our business nor reflect our underlying
business performance, enhances our and our investors' ability to compare our
past financial performance with our current performance and to analyze
underlying business performance and trends. Intangible asset amortization
excluded from the related non-GAAP financial measure represents the entire
amount recorded within our GAAP financial statements, and the revenue generated
by the associated intangible assets has not been excluded from the related
non-GAAP financial measure. Intangible asset amortization is excluded from the
related non-GAAP financial measure because the amortization, unlike the related
revenue, is not affected by operations of any particular period unless an
intangible asset becomes impaired or the estimated useful life of an intangible
asset is revised.

Share-based compensation expense is a non-cash expense arising from the grant of
equity awards to employees based on the estimated fair value of those awards.
Although share-based compensation is an important aspect of the compensation of
our employees, the fair value of the share-based awards may bear little
resemblance to the actual value realized upon the vesting or future exercise of
the related share-based awards and the expense can vary significantly between
periods as a result of the timing of grants of new stock-based awards, including
grants in connection with acquisitions. Given the variety and timing of awards
and the subjective assumptions that are necessary when calculating share-based
compensation expense, we believe this additional information allows investors to
make additional comparisons between our operating results from period to period.

Purchase accounting adjustments are primarily related to the impact of
recognizing the acquired vendor and customer liabilities from the Merger at fair
value. The Company expects the duration of these adjustments to benefit our
non-GAAP operating income through fiscal 2022 and through a portion of fiscal
2023 based on historical settlement patterns with our vendors and in accordance
with the timing defined in our policy for releasing vendor and customer
liabilities we deem remote to be paid.

We believe that providing this additional information is useful to the reader to
better assess and understand our base operating performance, especially when
comparing results with previous periods and for planning and forecasting in
future periods, primarily because management typically monitors the business
adjusted for these items in addition to GAAP results. Management also uses these
non-GAAP measures to establish operational goals and, in some cases, for
measuring performance for compensation purposes. As these non-GAAP financial
measures are not calculated in accordance with GAAP, they may not necessarily be
comparable to similarly titled measures employed by other companies. These
non-GAAP financial measures should not be considered in isolation or as a
substitute for the comparable GAAP measures and should be used as a complement
to, and in conjunction with data presented in accordance with GAAP.
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