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	Q3 FY22			Q2 FY22(2)			Q3 FY21			Net Change from Q2 FY22		Net Change from Q3 FY21
Revenue ($M)	$	15,356		$	15,270		$	5,207		0.6	%	194.9	%
Operating income ($M)	$	241.5		$	252.7		$	148.2		(4.4)	%	63.0	%
Non-GAAP operating income ($M)(1)	$	398.3		$	398.3		$	168.2		—	%	136.7	%
Operating margin	1.57		%	1.66		%	2.85		%	(9) bps		(128) bps
Non-GAAP operating margin(1)	2.59		%	2.61		%	3.23		%	(2) bps		(64) bps
Net income ($M)	$	148.8		$	148.9		$	94.7		(0.1)	%	57.2	%
Non-GAAP net income ($M)(1)	$	263.4		$	262.3		$	111.9		0.4	%	135.4	%
Diluted EPS	$	1.55		$	1.55		$	1.81		—	%	(14.4)	%
Non-GAAP Diluted EPS(1)	$	2.74		$	2.72		$	2.14		0.7	%	28.0	%

“The strength of our combined organization was evident in fiscal Q3, as our teams once again demonstrated solid execution, with revenue growth and increased profitability in an uncertain macroeconomic environment,” said Rich Hume, CEO of TD SYNNEX. “During our first year together as TD SYNNEX, we made significant progress on our merger integration, exceeding our targets for non-GAAP EPS accretion and cost synergy attainment. The rationale for our merger is even stronger today than one year ago, and we believe that we are well-positioned to continue raising the bar on the value we bring to our customers, vendors, and shareholders.”

•Operating income was $242 million, compared to $253 million in the prior quarter and $148 million in the prior fiscal third quarter. Non-GAAP operating income was $398 million in both the current and prior quarter, compared to $168 million in the prior fiscal third quarter. Operating margin was 1.6%, compared to 1.7% in the prior quarter, and 2.9% in the prior fiscal third quarter. Non-GAAP operating margin was 2.6% in both the current and prior quarter, compared to 3.2% in the prior fiscal third quarter.

The following statements are based on TD SYNNEX’ current expectations for the fiscal 2022 fourth quarter. Non-GAAP financial measures exclude the impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation, purchase accounting adjustments, and the related tax effects thereon. These statements are forward-looking and actual results may differ materially.

TD SYNNEX (NYSE: SNX) is a leading global distributor and solutions aggregator for the IT ecosystem. We’re an innovative partner helping more than 150,000 customers in 100+ countries to maximize the value of technology investments, demonstrate business outcomes and unlock growth opportunities. Headquartered in Clearwater, Florida, and Fremont, California, TD SYNNEX’ 22,000 co-workers are dedicated to uniting compelling IT products, services and solutions from 1,500+ best-in-class technology vendors. Our edge-to-cloud portfolio is anchored in some of the highest-growth technology segments including cloud, cybersecurity, big data/analytics, IoT, mobility and everything as a service. TD SYNNEX is committed to serving customers and communities, and we believe we can have a positive impact on our people and our planet, intentionally acting as a respected corporate citizen. We aspire to be a diverse and inclusive employer of choice for talent across the IT ecosystem. For more information, visit TDSYNNEX.com.

In addition to the financial results presented in accordance with GAAP, TD SYNNEX also uses adjusted selling, general and administrative expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, and non-GAAP diluted earnings per share, which are non-GAAP financial measures that exclude acquisition, integration and restructuring costs, the amortization of intangible assets, share-based compensation expense, purchase accounting adjustments and the related tax effects thereon. The Company also uses adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) which excludes other income (expense), net, acquisition, integration and restructuring costs, share-based compensation expense and purchase accounting adjustments. In prior periods, TD SYNNEX has excluded other items relevant to those periods for purposes of its non-GAAP financial measures.

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.

TD SYNNEX’ 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 the Company’s Statements of Operations. Although intangible assets contribute to the Company’s revenue generation, the amortization of intangible assets does not directly relate to the sale of the Company’s products. Additionally, intangible asset amortization

expense typically fluctuates based on the size and timing of the Company’s acquisition activity. Accordingly, the Company believes excluding the amortization of intangible assets, along with the other non-GAAP adjustments, which neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, enhances the Company’s and investors’ ability to compare the Company’s 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 the Company’s 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, TD SYNNEX believes 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 related to the merger with Tech Data 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.

Trailing fiscal four quarters ROIC is defined as the last four quarters’ tax effected operating income divided by the average of the last five quarterly balances of borrowings and equity, net of cash. Adjusted ROIC is calculated by excluding the tax effected impact of non-GAAP adjustments from operating income and by excluding the cumulative tax effected impact of current and prior period non-GAAP adjustments on equity.

TD SYNNEX also uses free cash flow, which is cash flow from operating activities, reduced by purchases of property and equipment. TD SYNNEX uses free cash flow to conduct and evaluate its business because, although it is similar to cash flow from operations, TD SYNNEX believes it is an additional useful measure of cash flows since purchases of property and equipment are a necessary component of ongoing operations. Free cash flow reflects an additional way of viewing TD SYNNEX’ liquidity that, when viewed with its GAAP results, provides a more complete understanding of factors and trends affecting its cash flows. Free cash flow has limitations as it does not represent the residual cash flow available for discretionary expenditures. For example, free cash flow does not incorporate payments for business acquisitions. Therefore, TD SYNNEX believes it is important to view free cash flow as a complement to its entire Consolidated Statements of Cash Flows.

TD SYNNEX management uses non-GAAP financial measures internally to understand, manage and evaluate the business, to establish operational goals, and in some cases for measuring performance for compensation purposes. These non-GAAP measures are intended to provide investors with an understanding of TD SYNNEX’ operational results and trends that more readily enable investors to analyze TD SYNNEX’ base financial and operating performance and to facilitate period-to-period comparisons and analysis of operational trends, as well as for planning and forecasting in future periods. Management believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. 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 read only in conjunction with TD SYNNEX’ Consolidated Financial Statements prepared in accordance with GAAP. A reconciliation of TD SYNNEX’ GAAP to non-GAAP financial information is set forth in the supplemental tables at the end of this press release.

Statements in this news release regarding TD SYNNEX that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from TD SYNNEX expectations as a result of a variety of factors. These forward-looking statements may be identified by terms such as believe, foresee, expect, may, will, provide, could and should and the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements about our strategy, plans and positioning, as well as guidance related to the fourth quarter and the full fiscal year of 2022. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which TD SYNNEX is unable to predict or control, that may cause TD SYNNEX actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements.

These risks and uncertainties include, but are not limited 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; ongoing effects of the COVID-19 pandemic; the unfavorable outcome of any legal proceedings that have been or may be instituted against us; the ability to retain key personnel; general economic and political conditions; any weakness in information technology and consumer electronics spending; seasonality; 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, margin 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; changes in foreign currency exchange rates; increased inflation; 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; credit exposure to our reseller customers and negative trends in their businesses; any incidents of theft; the declaration, timing and payment of dividends, and the Board’s reassessment thereof; and other risks and uncertainties detailed in our Form 10-K for the fiscal year ended November 30, 2021 and subsequent SEC filings. Statements included in this press release are based upon information known to TD SYNNEX as of the date of this release, and TD SYNNEX assumes no obligation to update information contained in this press release unless otherwise required by law.


	August 31, 2022		November 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	350,810	$	993,973
Accounts receivable, net	8,114,004		8,310,032
Receivables from vendors, net	942,111		1,118,963
Inventories	9,755,228		6,642,915
Other current assets	720,298		668,261

Total current assets	19,882,451		17,734,144
Property and equipment, net	412,305		483,443
Goodwill	3,775,145		3,917,276
Intangible assets, net	4,455,198		4,913,124
Other assets, net	566,969		618,393
Total assets	$	29,092,068	$	27,666,380

LIABILITIES AND EQUITY
Current liabilities:
Borrowings, current	$	252,190	$	181,256
Accounts payable	13,718,980		12,034,946
Other accrued liabilities	1,959,717		2,017,253
Total current liabilities	15,930,887		14,233,455
Long-term borrowings	3,882,247		3,955,176
Other long-term liabilities	496,038		556,134
Deferred tax liabilities	1,011,242		1,015,640

Total liabilities	21,320,414		19,760,405

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, 98,475 and 98,204 shares issued as of August 31, 2022 and November 30, 2021, respectively	98		98
Additional paid-in capital	7,339,802		7,271,337
Treasury stock, 3,511 and 2,633 shares as of August 31, 2022 and November 30, 2021, respectively	(290,161)		(201,139)
Accumulated other comprehensive loss	(793,878)		(336,194)
Retained earnings	1,515,793		1,171,873
Total stockholders' equity	7,771,654		7,905,975
Total liabilities and equity	$	29,092,068	$	27,666,380


	Three Months Ended				Nine Months Ended
	August 31, 2022		August 31, 2021		August 31, 2022		August 31, 2021
Revenue	$	15,356,085	$	5,207,064	$	46,095,853	$	16,002,904
Cost of revenue	(14,440,055)		(4,894,442)		(43,255,373)		(15,056,539)
Gross profit	916,030		312,622		2,840,480		946,365
Selling, general and administrative expenses	(628,078)		(160,285)		(1,951,503)		(498,443)
Acquisition, integration and restructuring costs	(46,418)		(4,133)		(172,266)		(10,068)
Operating income	241,534		148,204		716,711		437,853
Interest expense and finance charges, net	(52,119)		(26,365)		(142,430)		(71,766)
Other (expense) income, net	(1,852)		4,796		(12,375)		2,707
Income before income taxes	187,563		126,635		561,906		368,794
Provision for income taxes	(38,728)		(31,931)		(131,830)		(93,165)
Net income	$	148,835	$	94,705	$	430,076	$	275,628
Earnings per common share:



Basic	$	1.55	$	1.82	$	4.48	$	5.32



Diluted	$	1.55	$	1.81	$	4.47	$	5.27
Weighted-average common shares outstanding:
Basic	95,115		51,275		95,355		51,204
Diluted	95,407		51,766		95,648		51,679


	Three Months Ended						Nine Months Ended
	August 31, 2022		May 31, 2022		August 31, 2021		August 31, 2022		August 31, 2021
Selling, general and administrative expenses
GAAP selling, general and administrative expenses	$	674,496	$	703,052	$	164,418	$	2,123,769	$	508,511
Acquisition, integration and restructuring costs	46,418		32,478		4,133		172,266		10,068
Amortization of intangibles	73,270		74,676		9,386		224,082		28,128
Share-based compensation	6,643		7,038		6,509		20,431		18,146
Purchase accounting adjustments	4,496		3,986		—		16,564		—
Adjusted selling, general and administrative expenses	$	543,669	$	584,874	$	144,390	$	1,690,426	$	452,169


	Three Months Ended									Nine Months Ended
	August 31, 2022			May 31, 2022			August 31, 2021			August 31, 2022			August 31, 2021
Operating income and operating margin

Revenue	$	15,356,085		$	15,269,791		$	5,207,064		$	46,095,853		$	16,002,904

GAAP operating income	$	241,534		$	252,737		$	148,204		$	716,711		$	437,853
Acquisition, integration and restructuring costs	46,418			32,478			4,133			172,266			10,068
Amortization of intangibles	73,270			74,676			9,386			224,082			28,128
Share-based compensation	6,643			7,038			6,509			20,431			18,146
Purchase accounting adjustments	30,418			31,392			—			94,971			—
Non-GAAP operating income	$	398,283		$	398,321		$	168,232		$	1,228,461		$	494,195

GAAP operating margin	1.57		%	1.66		%	2.85		%	1.55		%	2.74		%
Non-GAAP operating margin	2.59		%	2.61		%	3.23		%	2.67		%	3.09		%


	Three Months Ended						Nine Months Ended
	August 31, 2022		May 31, 2022		August 31, 2021		August 31, 2022		August 31, 2021
Adjusted EBITDA
Net income	$	148,835	$	148,917	$	94,705	$	430,076	$	275,628
Interest expense and finance charges, net	52,119		47,968		26,365		142,430		71,766
Provision for income taxes	38,728		49,597		31,931		131,830		93,165
Depreciation(1)	28,247		24,949		5,633		132,561		16,800
Amortization of intangibles	73,270		74,676		9,386		224,082		28,128
EBITDA	$	341,199	$	346,107	$	168,020	$	1,060,979	$	485,487
Other expense (income), net	1,852		6,255		(4,796)		12,375		(2,707)
Acquisition, integration and restructuring costs	42,025		32,478		7,258		115,002		13,193
Share-based compensation	6,643		7,038		6,509		20,431		18,146
Purchase accounting adjustments	30,418		31,392		—		94,971		—

Adjusted EBITDA	$	422,137	$	423,270	$	176,991	$	1,303,758	$	514,119


	Three Months Ended						Nine Months Ended
	August 31, 2022		May 31, 2022		August 31, 2021		August 31, 2022		August 31, 2021
Net income and diluted EPS
Net income	$	148,835	$	148,917	$	94,705	$	430,076	$	275,628
Acquisition, integration and restructuring costs	48,730		34,759		7,258		178,691		13,193
Amortization of intangibles	73,270		74,676		9,386		224,082		28,128
Share-based compensation	6,643		7,038		6,509		20,431		18,146
Purchase accounting adjustments	30,418		31,392		—		94,971		—

Income taxes related to the above	(39,419)		(34,525)		(5,933)		(121,827)		(15,191)
Income tax capital loss carryback benefit	(5,053)		—		—		(8,299)		—
Non-GAAP net income	$	263,424	$	262,257	$	111,925	$	818,125	$	319,904
















Diluted EPS(1)	$	1.55	$	1.55	$	1.81	$	4.47	$	5.27
Acquisition, integration and restructuring costs	0.50		0.36		0.14		1.86		0.25
Amortization of intangibles	0.76		0.77		0.18		2.33		0.54
Share-based compensation	0.07		0.07		0.12		0.21		0.35
Purchase accounting adjustments	0.32		0.33		—		0.99		—

Income taxes related to the above	(0.41)		(0.36)		(0.11)		(1.27)		(0.29)
Income tax capital loss carryback benefit	(0.05)		—		—		(0.09)		—
Non-GAAP Diluted EPS(1)	$	2.74	$	2.72	$	2.14	$	8.50	$	6.12


	Forecast
	Three Months Ending November 30, 2022
(in millions, except per share amounts)	Low		High
Net income	$	138	$	177
Acquisition, integration and restructuring costs	40		40
Amortization of intangibles	80		80
Share-based compensation	9		9
Purchase accounting adjustments	30		30
Income taxes related to the above	(38)		(38)
Non-GAAP net income	$	259	$	298

Diluted EPS(1)	$	1.44	$	1.84
Acquisition, integration and restructuring costs	0.42		0.42
Amortization of intangibles	0.83		0.83
Share-based compensation	0.09		0.09
Purchase accounting adjustments	0.31		0.31
Income taxes related to the above	(0.40)		(0.40)
Non-GAAP Diluted EPS	$	2.70	$	3.10


	August 31, 2022			May 31, 2022			August 31, 2021
ROIC
Operating income (trailing fiscal four quarters)	$	902,076		$	808,746		$	638,233
Income taxes on operating income(1)	(152,953)			(140,351)			(162,054)
Operating income after taxes	$	749,123		$	668,395		$	476,179

Total invested capital comprising equity and borrowings, less cash (last five quarters average)	$	9,809,290		$	7,930,664		$	2,270,051

ROIC	7.6		%	8.4		%	21.0		%

Adjusted ROIC
Non-GAAP operating income (trailing fiscal four quarters)	$	1,636,397		$	1,406,346		$	714,785
Income taxes on non-GAAP operating income(1)	(396,905)			(343,813)			(184,081)
Non-GAAP operating income after taxes	$	1,239,492		$	1,062,533		$	530,704

Total invested capital comprising equity and borrowings, less cash (last five quarters average)	$	9,809,290		$	7,930,664		$	2,270,051
Tax effected impact of cumulative non-GAAP adjustments (last five quarters average)	489,671			377,350			167,660
Total non-GAAP invested capital (last five quarters average)	$	10,298,961		$	8,308,014		$	2,437,711

Adjusted ROIC	12.0		%	12.8		%	21.8		%


		Three Months Ended
		August 31, 2022		May 31, 2022		August 31, 2021
Days sales outstanding
Revenue	(a)	$	15,356,085	$	15,269,791	$	5,207,064
Accounts receivable, net	(b)	8,114,004		7,851,536		2,229,640
Days sales outstanding	(c) = ((b)/(a))*the number of days during the period	49		47		39

Days inventory outstanding
Cost of revenue	(d)	$	14,440,055	$	14,314,002	$	4,894,442
Inventories	(e)	9,755,228		8,433,997		2,866,212
Days inventory outstanding	(f) = ((e)/(d))*the number of days during the period	62		54		54

Days payable outstanding
Cost of revenue	(g)	$	14,440,055	$	14,314,002	$	4,894,442
Accounts payable	(h)	13,718,980		12,521,137		3,222,284
Days payable outstanding	(i) = ((h)/(g))*the number of days during the period	88		80		61

Cash conversion cycle	(j) = (c)+(f)-(i)	23		21		32


	Three Months Ended				Nine Months Ended
(in thousands)	August 31, 2022		August 31, 2021		August 31, 2022		August 31, 2021
Free cash flow
Net cash (used in) provided by operating activities	$	(67,311)	$	(55,525)	$	(351,793)	$	248,791
Purchases of property and equipment	(32,021)		(4,997)		(78,522)		(14,111)
Free cash flow	$	(99,332)	$	(60,522)	$	(430,315)	$	234,680