8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 18, 2021

TD SYNNEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31892	94-2703333
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
44201 Nobel Drive, Fremont, California	94538
---	---
(Address of principal executive offices)	(Zip Code)

(510) 656-3333 (Registrant’s telephone number, including area code)

SYNNEX CORPORATION (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SNX	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 8.01 Other Events.

TD SYNNEX Corporation has provided additional disclosure in connection with its acquisition on September 1, 2021 of Tiger Parent (AP) Corporation, the parent company of Tech Data Corporation. The additional disclosure is set forth in Exhibits 99.1 and 99.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Consolidated Financial Statements of Tiger Parent (AP) Corporation as of and for the six months ended July 31, 2021, together with accompanying Management's Discussion and Analysis of Financial Condition and Results of Operations.
99.2	Unaudited Pro Forma Condensed Combined Financial Information.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 18, 2021	SYNNEX CORPORATION
	By:	/s/ Marshall Witt
		Marshall Witt<br><br><br>Chief Financial Officer

3

snx-ex991_8.htm

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EXHIBIT 99.1

TIGER PARENT (AP) CORPORATION

Quarterly Report for the Period Ended

July 31, 2021

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TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES

Quarterly Report for the Three and Six Months Ended July 31, 2021

INDEX

	PAGE
FINANCIAL INFORMATION
Financial Statements	3
Consolidated Balance Sheet	3
Consolidated Statement of Operations	4
Consolidated Statement of Comprehensive (Loss) Income	5
Consolidated Statement of Shareholders' Equity	6
Consolidated Statement of Cash Flows	7
Notes to Consolidated Financial Statements	8
Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Quantitative and Qualitative Disclosures about Market Risk	54

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FINANCIAL INFORMATION

Financial Statements

TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands, except par value and share amounts)

	Successor
	July 31, 2021		January 31, 2021
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	307,540	$	832,976
Accounts receivable, net of allowances for credit losses of $74,003 and $86,913	5,418,592		6,267,052
Inventories	2,956,048		2,772,302
Prepaid expenses and other assets	367,523		392,145
Total current assets	9,049,703		10,264,475
Property and equipment, net	156,776		162,032
Goodwill	1,531,577		1,543,355
Intangible assets, net	2,882,771		2,928,996
Other assets, net	533,606		570,536
Total assets	$	14,154,433	$	15,469,394
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,497,364	$	7,950,394
Accrued expenses and other liabilities	1,106,632		1,202,608
Revolving credit loans and current maturities of long-term debt, net	419,395		132,120
Total current liabilities	8,023,391		9,285,122
Long-term debt, less current maturities	2,112,019		2,193,522
Other long-term liabilities	964,720		953,477
Total liabilities	11,100,130		12,432,121
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common stock, par value $.01; 1,000 shares authorized; 100 shares issued at July 31, 2021 and January 31, 2021	—		—
Additional paid-in capital	2,758,093		2,755,227
Retained earnings	29,005		6,518
Accumulated other comprehensive income	267,205		275,528
Total shareholders' equity	3,054,303		3,037,273
Total liabilities and shareholders' equity	$	14,154,433	$	15,469,394

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

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TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands)

(Unaudited)

	Successor				Predecessor		Successor				Predecessor
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
Net sales	$	9,236,945	$	3,044,951	$	5,184,382	$	18,598,304	$	3,044,951	$	13,359,556
Cost of products sold	8,657,844		2,855,997		4,875,209		17,474,803		2,855,997		12,518,724
Gross profit	579,101		188,954		309,173		1,123,501		188,954		840,832
Operating expenses:
Selling, general and administrative expenses	452,093		140,588		270,109		919,806		140,588		697,973
Acquisition, integration and restructuring expenses	14,282		164,742		12,487		51,021		164,742		30,167
Legal settlements and other litigation, net	5,095		—		41,157		3,352		—		41,157
	471,470		305,330		323,753		974,179		305,330		769,297
Operating income (loss)	107,631		(116,376)		(14,580)		149,322		(116,376)		71,535
Interest expense	40,745		12,332		12,674		79,990		12,332		29,708
Other expense (income), net	3,700		327		(562)		6,476		327		8,386
Income (loss) before income taxes	63,186		(129,035)		(26,692)		62,856		(129,035)		33,441
Provision (benefit) for income taxes	37,579		(20,990)		7,127		40,369		(20,990)		19,195
Net income (loss)	$	25,607	$	(108,045)	$	(33,819)	$	22,487	$	(108,045)	$	14,246

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

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TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)

	Successor				Predecessor		Successor				Predecessor
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
Net income (loss)	$	25,607	$	(108,045)	$	(33,819)	$	22,487	$	(108,045)	$	14,246
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of tax	(42,210)		114,012		43,060		(17,251)		114,012		(13,487)
Unrealized (loss) gain on cash flow hedges, net of tax	(9,076)		(5,044)		—		8,928		(5,044)		(15)
Other comprehensive (loss) income	(51,286)		108,968		43,060		(8,323)		108,968		(13,502)
Total comprehensive (loss) income	$	(25,679)	$	923	$	9,241	$	14,164	$	923	$	744

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

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TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)

	Successor
	Common stock			Additional<br><br><br>paid-in<br><br><br>capital		Retained<br><br><br>earnings		Accumulated<br><br><br>other<br><br><br>comprehensive<br><br><br>income (loss)		Total<br><br><br>shareholders' equity
	Shares	Amount
Balance at January 31, 2021	—	$	—	$	2,755,227	$	6,518	$	275,528	$	3,037,273
Stock-based compensation expense	—	—		1,367		—		—		1,367
Total other comprehensive income	—	—		—		—		42,963		42,963
Net loss	—	—		—		(3,120)		—		(3,120)
Balance at April 30, 2021	—	$	—	$	2,756,594	$	3,398	$	318,491	$	3,078,483
Stock-based compensation expense	—	—		1,499		—		—		1,499
Total other comprehensive loss	—	—		—		—		(51,286)		(51,286)
Net income	—	—		—		25,607		—		25,607
Balance at July 31, 2021	—	$	—	$	2,758,093	$	29,005	$	267,205	$	3,054,303
	Successor
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common stock			Additional<br><br><br>paid-in<br><br><br>capital		Treasury<br><br><br>stock		Retained<br><br><br>earnings		Accumulated<br><br><br>other<br><br><br>comprehensive<br><br><br>(loss) income		Total<br><br><br>shareholders'<br><br><br>equity
	Shares	Amount
Balance at June 30, 2020	59,246	$	89	$	839,416	$	(1,185,039)	$	3,475,260	$	(12,038)	$	3,117,688
Purchase accounting adjustments related to Apollo Merger	(59,246)	(89)		(839,416)		1,185,039		(3,475,260)		12,038		(3,117,688)
Equity contribution from parent	—	—		3,677,105		—		—		—		3,677,105
Total other comprehensive income	—	—		—		—		—		108,968		108,968
Net loss	—	—		—		—		(108,045)		—		(108,045)
Balance at July 31, 2020	—	$	—	$	3,677,105	$	—	$	(108,045)	$	108,968	$	3,678,028
	Predecessor
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common stock			Additional<br><br><br>paid-in<br><br><br>capital		Treasury<br><br><br>stock		Retained<br><br><br>earnings		Accumulated<br><br><br>other<br><br><br>comprehensive<br><br><br>income (loss)		Total<br><br><br>shareholders'<br><br><br>equity
	Shares	Amount
Balance at January 31, 2020	59,246	$	89	$	855,020	$	(1,198,132)	$	3,461,014	$	1,464	$	3,119,455
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(22,445)		11,671		—		—		(10,774)
Stock-based compensation expense	—	—		6,307		—		—		—		6,307
Total other comprehensive loss	—	—		—		—		—		(56,562)		(56,562)
Net income	—	—		—		—		48,065		—		48,065
Balance at April 30, 2020	59,246	$	89	$	838,882	$	(1,186,461)	$	3,509,079	$	(55,098)	$	3,106,491
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(2,326)		1,422		—		—		(904)
Stock-based compensation expense	—	—		2,860		—		—		—		2,860
Total other comprehensive income	—	—		—		—		—		43,060		43,060
Net loss	—	—		—		—		(33,819)		—		(33,819)
Balance at June 30, 2020	59,246	$	89	$	839,416	$	(1,185,039)	$	3,475,260	$	(12,038)	$	3,117,688

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

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TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Successor				Predecessor
	Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
Cash flows from operating activities:
Cash received from customers	$	25,090,555	$	4,166,777	$	18,324,636
Cash paid to vendors and employees	(25,617,914)		(4,042,224)		(17,930,110)
Interest paid, net	(62,462)		(21,861)		(35,654)
Income taxes paid	(36,660)		(7,883)		(26,207)
Net cash (used in) provided by operating activities	(626,481)		94,809		332,665
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	(14,101)		(5,228,100)		—
Expenditures for property and equipment	(14,308)		(2,379)		(12,485)
Software and software development costs	(43,405)		(11,038)		(24,369)
Proceeds from settlement of net investment hedges	—		—		53,421
Other	—		204		(198)
Net cash (used in) provided by investing activities	(71,814)		(5,241,313)		16,369
Cash flows from financing activities:
Contribution from parent	—		3,677,105		—
Proceeds from issuance of long-term debt	—		2,030,625		—
Principal payments on long-term debt	(25,246)		(1,114,947)		(6,169)
Cash paid for debt issuance costs	—		(118,389)		—
Net borrowings on revolving credit loans	220,257		5,306		1,604
Payments for employee tax withholdings on equity awards	—		—		(11,678)
Other	—		—		(562)
Net cash provided by (used in) financing activities	195,011		4,479,700		(16,805)
Effect of exchange rate changes on cash and cash equivalents	(22,152)		52,600		18,610
Net (decrease) increase in cash and cash equivalents	(525,436)		(614,204)		350,839
Cash and cash equivalents at beginning of period	832,976		1,192,205		841,366
Cash and cash equivalents at end of period	$	307,540	$	578,001	$	1,192,205
Reconciliation of net income (loss) to net cash (used in) provided by operating activities:
Net income (loss)	$	22,487	$	(108,045)	$	14,246
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Gain on bargain purchase	(275)		—		—
Depreciation and amortization	124,256		19,726		71,180
Provision for credit losses on accounts receivable	(1,038)		(912)		17,435
Stock-based compensation expense	2,866		—		9,167
Accretion of debt discount and debt issuance costs	16,144		2,563		1,411
Deferred income taxes	23,280		(1,110)		11,898
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	810,938		45,480		715,966
Inventories	(201,619)		133,003		151,545
Prepaid expenses and other assets	79,170		12,494		(46,804)
Accounts payable	(1,391,668)		42,937		(632,776)
Accrued expenses and other liabilities	(111,022)		(51,327)		19,397
Total adjustments	(648,968)		202,854		318,419
Net cash (used in) provided by operating activities	$	(626,481)	$	94,809	$	332,665

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

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TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

On November 12, 2019, Tech Data Corporation entered into an Agreement and Plan of Merger, as subsequently amended on November 27, 2019 (the ''Apollo Merger Agreement''), with Tiger Midco, LLC (“Tiger Midco”) and Tiger Merger Sub Co. (“Merger Sub”). Tiger Midco and Merger Sub are affiliates of certain funds (the “Apollo Funds”), managed by affiliates of Apollo Global Management Inc. (“Apollo”). Pursuant to the Apollo Merger Agreement, Tiger Midco agreed to acquire all the outstanding shares of Tech Data Corporation’s common stock (other than shares held by Tech Data Corporation as treasury stock or held by certain affiliates of the Apollo Funds) for $145 per share in cash. On June 30, 2020, Merger Sub merged with and into Tech Data Corporation (the "Apollo Merger"), with Tech Data Corporation surviving the Apollo Merger as a direct wholly-owned subsidiary of Tiger Midco (see Note 2 – Acquisitions for additional information).

Tiger Parent, LLC was formed on November 6, 2019 and was converted to Tiger Parent (AP) Corporation on June 12, 2020. Tiger Parent (AP) Corporation, through its wholly-owned subsidiaries including Tiger Midco, is the parent company of Tech Data Corporation subsequent to the Apollo Merger. The consolidated financial statements include the consolidated results of Tech Data Corporation for periods prior to the Apollo Merger on June 30, 2020 (the “predecessor period”) and the consolidated results of Tiger Parent (AP) Corporation for periods subsequent to the Apollo Merger (the “successor period”). References to the “Company” indicate Tiger Parent (AP) Corporation and its subsidiaries for periods subsequent to the date of the Apollo Merger and Tech Data Corporation and its subsidiaries for periods prior to the Apollo Merger.

The Company is one of the world’s largest IT distribution and solutions companies. The Company serves a critical role in the center of the IT ecosystem, bringing products from the world’s leading technology vendors to market, as well as helping customers create solutions best suited to maximize business outcomes for their end-user customers. The Company’s customers include value-added resellers, direct marketers, retailers, corporate resellers and managed service providers who support the diverse technology needs of end users. The Company manages its business in three geographic regions: the Americas, Europe and Asia-Pacific.

On March 22, 2021, the Company entered into an Agreement and Plan of Merger (the “SYNNEX Merger Agreement") with SYNNEX Corporation ("SYNNEX") and its affiliates. On September 1, 2021, pursuant to the SYNNEX Merger Agreement, and upon the terms and subject to the conditions described therein, the affiliates of SYNNEX acquired all the outstanding shares of the Company's common stock for $1,610,000,000 in cash, in the aggregate and 44,000,000 total shares of common stock of SYNNEX (the "SYNNEX Merger"). See Note 11 – Subsequent Events for further discussion.

Principles of Consolidation

The consolidated financial statements include the accounts of Tiger Parent (AP) Corporation and its subsidiaries during the successor period and Tech Data Corporation and its subsidiaries during the predecessor period. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company operates on a fiscal year that ends on January 31.

Basis of Presentation

The consolidated financial statements have been prepared by the Company, without audit, in conformity with generally accepted accounting principles in the U.S. (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Apollo Merger was accounted for as a business combination using the purchase method of accounting. As a result of the application of purchase accounting, the consolidated financial statements for the successor period are not comparable to those of the predecessor period.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company as of July 31, 2021,

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and its consolidated statements of operations, comprehensive (loss) income, shareholders' equity and cash flows for all periods presented.

Seasonality

The Company’s quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of currency fluctuations and seasonal variations in the demand for the products and services it sells. Historical seasonal variations have included an increase in European demand during the Company’s fiscal fourth quarter. The seasonal trend in Europe typically results in greater operating leverage, and therefore, lower selling, general and administrative expenses as a percentage of net sales in the region during the Company's fourth quarter.

Furthermore, in March 2020, the World Health Organization declared the outbreak of the 2019 novel coronavirus ("COVID-19") a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility, impacting customer demand and impeding global supply chains. Despite improvements in the

global economy since the onset of the pandemic, the resurgence of the Delta variant and other mutations 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. Therefore, the results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2022.

Revenue Recognition

The Company’s revenues primarily result from the sale of various technology products and services. The Company recognizes revenue as control of products is transferred to customers, which generally happens at the point of shipment. Products sold by the Company are delivered via shipment from the Company’s facilities, dropshipment directly from the vendor, or by electronic delivery of keys for software products. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed. Service revenues and related contract liabilities were not material for the periods presented.

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.

The Company allows its customers to exchange product or return for credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. The Company also provides volume rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

The Company considers shipping and handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of products sold. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

The Company disaggregates its revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue. Net sales includes service revenues, which are not a significant component of total revenue and are aggregated within the respective geographies. The following table sets forth the Company's disaggregated net sales (in thousands):

	Successor				Predecessor		Successor				Predecessor
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
Americas	$	4,164,405	$	1,358,588	$	2,352,134	$	8,187,886	$	1,358,588	$	6,296,894
Europe	4,656,518		1,580,718		2,663,419		9,570,180		1,580,718		6,634,549
Asia-Pacific	416,022		105,645		168,829		840,238		105,645		428,113
Total	$	9,236,945	$	3,044,951	$	5,184,382	$	18,598,304	$	3,044,951	$	13,359,556

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The following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of the Company's consolidated net sales for each of the periods indicated (as a percent of consolidated net sales):

	Successor		Predecessor	Successor		Predecessor
	Three months ended <br>July 31, 2021	One month ended <br>July 31, 2020	Two months ended <br>June 30, 2020	Six months ended <br>July 31, 2021	One month ended <br>July 31, 2020	Five months ended <br>June 30, 2020
Apple Inc.	17%	17%	17%	16%	17%	15%
Lenovo	10%	N/A ^(1)^	N/A ^(1)^	10%	N/A ^(1)^	N/A ^(1)^
HP Inc.	N/A ^(1)^	10%	10%	10%	10%	11%
Cisco Systems, Inc.	N/A ^(1)^	11%	10%	N/A ^(1)^	11%	11%

^(^^1)^Sales generated from products purchased from these vendors were less than 10% of consolidated net sales during the period presented.

Accounts Receivable

The Company maintains an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of its customers to make required payments. In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis.

The following is a reconciliation of the Company's allowance for credit losses (in thousands):

	Successor
Balance at January 31, 2021	$	86,913
Provision	(1,038)
Write-offs	(15,275)
Recoveries	2,930
Other ^(1)^	473
Balance at July 31, 2021	$	74,003
(1)	“Other” primarily includes the effect of fluctuations in foreign currencies.
---	---

The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At July 31, 2021 and January 31, 2021, the Company had a total of $751.7 million and $691.9 million, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the three months ended July 31, 2021, the one month ended July 31, 2020 and two months ended June 30, 2020, the discount fees recorded under these facilities were $3.4 million, $0.9 million and $1.3 million respectively. During the six months ended July 31, 2021, the one month ended July 31, 2020 and the five months ended June 30, 2020, the discount fees recorded under these facilities were $5.9 million, $0.9 million and $4.4 million respectively. These discount fees are included as a component of "other expense (income), net" in the Consolidated Statement of Operations.

Transactions with Related Parties

In connection with the Apollo Merger, the Company has entered into certain transactions with its parent, Tiger Parent Holdings, L.P. (the "Parent") and certain affiliates of Apollo, including a management fee agreement. Fees incurred under the management fee agreement were $2.3 million for the three months ended July 31, 2021, $0.7 million for the one month ended July 31, 2020 and $4.6 million for the six months ended July 31, 2021. These fees are included in “selling, general and administrative expenses” on the Consolidated Statement of Operations. At July 31, 2021, the Company had amounts payable to the Parent of $6.2 million primarily related to transaction costs associated with the completion of the Apollo Merger, which are included in “accrued expenses and other liabilities” on the Consolidated Balance Sheet.

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Recently Issued and Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, which simplifies and clarifies various aspects of the income tax accounting guidance. Under the new standard, certain amendments are to be applied prospectively, while other amendments are to be applied retrospectively to all periods presented. The Company adopted this standard during the quarter ended April 30, 2021. The adoption of this standard had no material impact on the Company's consolidated financial statements.

Subsequent Events

The Company evaluated subsequent events through September 8, 2021, which is the date the financial statements were available to be issued.

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NOTE 2 — ACQUISITIONS

The Apollo Merger

Pursuant to the Apollo Merger Agreement, on June 30, 2020, Merger Sub merged with and into Tech Data Corporation, with Tech Data Corporation surviving the Apollo Merger as a direct wholly-owned subsidiary of Tiger Midco. Tiger Midco, which is a wholly-owned subsidiary of Tiger Parent (AP) Corporation, acquired all the outstanding shares of Tech Data Corporation’s common stock (other than shares held by Tech Data Corporation as treasury stock or held by certain affiliates of the Apollo Funds) for $145 per share in cash. Additionally, per the terms of the Apollo Merger Agreement, all nonvested restricted stock units (“RSU’s”) were vested, cancelled and converted into the right to receive an amount of $145 per share in cash. Nonvested performance based restricted stock units (“PRSU’s”) were also cancelled and converted into the right to receive an amount of $145 per share in cash determined as follows: (i) for PRSU’s granted during fiscal 2019, the number of shares equaled 130% of the target shares granted and (ii) for PRSU’s granted during fiscal 2020, the number of shares equaled 110% of the target shares granted. The aggregate purchase price was approximately $5.2 billion.

The Parent contributed approximately $3.7 billion as equity to Tiger Parent (AP) Corporation in conjunction with the Apollo Merger, of which approximately $3.6 billion was used to fund the purchase price for Tech Data Corporation. The remaining purchase price for Tech Data Corporation was financed through the issuance of debt (see Note 4 – Debt for further discussion) and cash on hand at Tech Data Corporation.

The Company has accounted for the Apollo Merger as a business combination and allocated the purchase price to the fair values of Tech Data Corporation's assets and liabilities.

The allocation of the purchase price is as follows:

(in millions)
Cash and cash equivalents	$	1,192
Accounts receivable	5,429
Inventories	2,895
Prepaid expenses and other assets	365
Property and equipment, net	464
Goodwill	1,482
Intangible assets	2,892
Other assets, net	404
Total assets	15,123
Accounts payable	6,447
Accrued expenses and other current liabilities	1,131
Revolving credit loans and current maturities of long-term debt, net	108
Long-term debt	1,348
Other long-term liabilities	866
Total liabilities	9,900
Purchase price	$	5,223

The allocation of the value of identifiable intangible assets includes approximately $2.1 billion of customer relationships with amortization periods ranging from 10 years to 15 years, with a weighted average amortization period of 14 years and $622 million of indefinite-lived trade names. Goodwill is the excess of the consideration transferred over the net assets recognized and primarily represents future economic benefits arising from assets acquired that are not individually identified and separately recognized, including synergies inherent in the existing business, of which approximately $550 million is expected to be deductible for tax purposes.

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The following table presents unaudited supplemental pro forma information as if the Apollo Merger had occurred at the beginning of fiscal 2020, after giving effect to certain adjustments related to the transaction. The pro forma results exclude any benefits that may result from potential cost savings and certain non-recurring costs. As a result, the pro forma information below does not purport to present what actual results would have been had the Apollo Merger been consummated on the date indicated and it is not necessarily indicative of the results of operations that may result in the future.

	Successor		Predecessor		Successor		Predecessor
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in millions)
Pro forma net sales	$	3,045	$	5,184	$	3,045	$	13,360
Pro forma net income (loss)	$	20	$	(45)	$	20	$	(9)

Adjustments reflected in the pro forma results include the following:

•	Amortization of acquired intangible assets
•	Interest costs associated with the Apollo Merger
---	---
•	Removal of certain non-recurring transaction costs
---	---
•	Tax effects of adjustments based on an estimated statutory tax rate
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Innovix Acquisition

On September 30, 2020, the Company completed the acquisition of Innovix Distribution ("Innovix"), a leading technology distributor in the Asia-Pacific region for a purchase price of approximately $52 million in cash. The Innovix acquisition expands the Company's presence across the Asia-Pacific region and strengthens its Endpoint Solutions and Advanced Solutions capabilities. The Company has accounted for the acquisition as a business combination and allocated the purchase price to the fair values of assets acquired and liabilities assumed, including cash of approximately $21 million, accounts receivable of approximately $121 million, inventory of approximately $40 million and accounts payable, accrued expenses and other current liabilities of approximately $107 million. The excess of the fair values of the net tangible assets over the purchase price was recorded as a gain on bargain purchase of $30 million in the Consolidated Statement of Operations for the period ended January 31, 2021. The Company acquired the net assets of Innovix for an amount less than fair value as its former parent decided to exit this business after it concluded that Innovix represented an insignificant non-strategic portion of its consolidated operations.

Proforma information for the acquisition of Innovix has not been presented as the acquisition was not material to the Company’s consolidated financial position or results of operations.

Finance Technology Acquisition

On February 10, 2021, the Company completed the acquisition of Finance Technology AS ("Finance Technology"), a specialist technology-as-a-service ("TaaS") platform provider for a purchase price of approximately $14.1 million in cash. The Finance Technology acquisition enhances the Company's ability to offer innovative, integrated and flexible TaaS solutions at scale across the European region. The Company has accounted for the acquisition as a business combination and allocated the purchase price to the fair values of assets acquired, primarily intangible assets.

Proforma information for the acquisition of Finance Technology has not been presented as the acquisition was not material to the Company’s consolidated financial position or results of operations.

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NOTE 3 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the Apollo Merger, the new Global Optimization Program initiated in fiscal 2021 (the “GBO 2 Program”), the prior Global Business Optimization Program which was initiated in fiscal 2019 (the “GBO Program”), the tdONE Program and the SYNNEX Merger.

The Apollo Merger

The Company incurred transaction costs related to the completion of the Apollo Merger, including professional services costs, stock-based compensation expense and personnel and other costs. Professional services costs are primarily comprised of legal expenses and tax and other consulting services. Stock-based compensation expense relates to charges associated with the accelerated vesting of RSU's and PRSU's pursuant to the terms of the Apollo Merger Agreement. Personnel and other costs are primarily comprised of retention costs.

Additionally, the Company recorded approximately $37 million of professional services costs during the one month ended July 31, 2020 related to services associated with start-up activities, specifically organization costs, as well as transaction costs related to the Apollo Merger, directed by Tiger Midco on behalf of Tiger Parent (AP) Corporation. The nature of these services included legal services, investment banking services and tax and other consulting services.

Transaction costs related to the Apollo Merger are comprised of the following:

	Successor				Predecessor		Successor				Predecessor
	Three months ended <br>July 31, 2021		One month ended<br><br><br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in thousands)
Professional services costs	$	908	$	127,524	$	5,902	$	3,342	$	127,524	$	20,039
Stock-based compensation expense	—		20,123		—		—		20,123		—
Personnel and other costs	1,172		9,108		1,014		3,700		9,108		2,014
Total	$	2,080	$	156,755	$	6,916	$	7,042	$	156,755	$	22,053

GBO 2 Program

In conjunction with the completion of the Apollo Merger, in fiscal 2021 the Company began its GBO 2 Program. The GBO 2 Program includes investments that will optimize and standardize processes and apply data and analytics to be more agile in a rapidly evolving environment, increasing productivity, profitability and optimizing net-working capital. Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other professional services costs. Restructuring costs are comprised of severance costs and other associated exit costs, including certain consulting costs. Other professional services costs are primarily comprised of professional services fees unrelated to restructuring activities, including costs related to improving profitability and optimizing net-working capital. The Company has incurred cumulative acquisition, integration and restructuring expenses under the GBO 2 program of approximately $77 million through July 31, 2021. The Company’s estimate of total acquisition, integration and restructuring expenses under the GBO 2 program is $175 million to $200 million. The majority of the remaining costs are expected to be incurred through fiscal 2023.

Acquisition, integration and restructuring costs related to the GBO 2 Program are comprised of the following:

	Successor				Predecessor		Successor				Predecessor
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in thousands)
Restructuring costs	$	7,222	$	2,008	$	859	$	16,920	$	2,008	$	859
Other professional services costs	(1,029)		2,801		2,991		9,262		2,801		2,991
Total	$	6,193	$	4,809	$	3,850	$	26,182	$	4,809	$	3,850

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Restructuring costs related to the GBO 2 Program are comprised of the following:

	Successor				Predecessor		Successor				Predecessor		Cumulative<br><br><br>Amounts<br><br><br>Incurred to<br><br><br>Date
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in thousands)
Severance costs	$	1,066	$	—	$	—	$	6,252	$	—	$	—	$	14,366
Other exit costs	6,156		2,008		859		10,668		2,008		859		27,490
Total	$	7,222	$	2,008	$	859	$	16,920	$	2,008	$	859	$	41,856

Restructuring activity during the six months ended July 31, 2021 related to the GBO 2 Program is as follows:

	Successor
	Six months ended July 31, 2021
	Severance costs		Other exit costs		Total
(in thousands)
Balance at January 31, 2021	$	5,906	$	3,082	$	8,988
Fiscal 2022 restructuring expenses	6,252		10,668		16,920
Cash payments	(5,239)		(13,135)		(18,374)
Foreign currency translation	60		(12)		48
Balance at July 31, 2021	$	6,979	$	603	$	7,582

GBO Program

In fiscal 2019, the Company began its GBO Program to increase investment in its strategic priorities and implement operational initiatives to drive productivity and enhance profitability. The restructuring costs primarily consist of severance costs, and also include other associated exit costs, including certain professional services costs. The GBO Program was completed during the period ended July 31, 2020.

Restructuring costs related to the GBO Program are comprised of the following:

	Successor		Predecessor		Successor		Predecessor		Cumulative<br><br><br>Amounts<br><br><br>Incurred to Date
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in thousands)
Severance costs	$	999	$	418	$	999	$	1,797	$	41,190
Other exit costs	437		376		437		665		22,620
Total	$	1,436	$	794	$	1,436	$	2,462	$	63,810

tdONE Program

In fiscal 2021, the Company began the tdONE Program to simplify, standardize and synchronize the Company's processes and systems in support of its global transformation initiative. Acquisition and integration costs related to the tdONE program include $1.7 million in professional services and $2.4 million in personnel and other costs for the three months ended July 31, 2021. Acquisition and integration costs related to the tdONE program include $6.1 million in professional services and $5.5 million in personnel and other costs for the six months ended July 31, 2021. Acquisition and integration costs related to the tdONE program include $1.3 million in professional services for the one month ended July 31, 2020. There were no tdONE costs incurred during the two or five months ended June 30, 2020.

SYNNEX Merger

During the three and six months ended July 31, 2021, the Company incurred transaction costs of $1.3 million and $3.5 million, respectively, related to the SYNNEX Merger, which are primarily comprised of professional services and transaction related costs.

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NOTE 4 — DEBT

The carrying value of the Company's outstanding debt consists of the following (in thousands):

	Successor
	July 31, 2021		January 31, 2021
Senior Notes, interest payable semi-annually, due February 15, 2022	$	66,111	$	66,366
Senior Notes, interest payable semi-annually, due February 15, 2027	132,208		132,353
Asset-Based Non-FILO Term Loan, interest rate of 3.59% and 3.62% at July 31, 2021 and January 31, 2021, respectively	1,687,250		1,695,750
Asset-Based FILO Term Loan, interest rate of 5.59% and 5.62% at July 31, 2021 and January 31, 2021, respectively	367,225		369,075
ABL Revolver, interest rate of 1.50% at January 31, 2021	—		31,240
Other committed and uncommitted revolving credit facilities, average interest rate of 2.93% and 6.74% at July 31, 2021 and January 31, 2021, respectively	332,838		80,208
Other long-term debt	23,732		38,786
Less — unamortized debt discount and debt issuance costs	(77,950)		(88,136)
	2,531,414		2,325,642
Less — current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(419,395)		(132,120)
Total long-term debt	$	2,112,019	$	2,193,522

Senior Notes

In January 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due February 15, 2022 (the "2022 Senior Notes") and $500.0 million aggregate principal amount of 4.95% Senior Notes due February 15, 2027 (the "2027 Senior Notes") (collectively the "Senior Notes"). The Company pays interest on the Senior Notes semi-annually in arrears on February 15 and August 15 of each year. The interest rate payable on the Senior Notes will be subject to adjustment from time to time if the credit rating assigned to such series of notes changes; however, at no point will the interest rate be reduced below the interest rate payable on the notes on the date of the initial issuance or increase more than 2.00% above the interest rate payable on the notes of the series on the date of their initial issuance. The interest rate payable on the Senior Notes initially increased by 1.00% as a result of the Apollo Merger and further increased an additional 1.00% during the quarter ended April 30, 2021. The Senior Notes are senior unsecured obligations of Tech Data Corporation and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.

The Company, at its option, may redeem the 2022 Senior Notes at any time prior to January 15, 2022 and the 2027 Senior Notes at any time prior to November 15, 2026, in each case in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed, discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points for the 2022 Senior Notes and 40 basis points for the 2027 Senior Notes, plus the accrued and unpaid interest on the principal amount being redeemed up to the date of redemption. The Company may also redeem the Senior Notes, at any time in whole or from time to time in part, on or after January 15, 2022 for the 2022 Senior Notes and November 15, 2026 for the 2027 Senior Notes, in each case, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed.

On March 10, 2020, Merger Sub launched an offer to purchase for cash any and all of the Company’s outstanding 2022 Senior Notes and any and all of the Company’s outstanding 2027 Senior Notes and a consent solicitation to amend the indenture and global securities establishing the 2022 Senior Notes and the 2027 Senior Notes to (i) eliminate the requirement to make a “change of control” offer in connection with the proposed merger of Merger Sub into the Tech Data Corporation pursuant to the Apollo Merger Agreement and (ii) make certain other customary changes for a privately-held company to the “change of control” provisions (the “Proposed Amendments”). Concurrently with, but separate from, the aforementioned offer to purchase and consent solicitation, Merger Sub launched a consent solicitation for the Proposed Amendments for holders of the 2027 Senior Notes. On March 24, 2020, Merger Sub announced that the requisite more than 50% of consents were received to adopt the Proposed Amendments. The aforementioned consent solicitations were conducted by Merger Sub pursuant to the terms of, and subject to the conditions set forth in, the offer to purchase and consent solicitation statement, dated March 10, 2020 (the “Offer to Purchase and Consent Solicitation”), and the separate consent solicitation statement, dated March 10, 2020 (the “2027 Consent Solicitation” and, together with the Offer to Purchase and Consent Solicitation, the “Offer to Purchase and Consent Solicitation Statements”). On March 24, 2020, the Company entered into a

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Supplemental Indenture with respect to the Indenture and Global Security for the 2022 Senior Notes (the “2022 Supplemental Indenture”) and a Supplemental Indenture with respect to the Indenture and Global Security for the 2027 Senior Notes (the “2027 Supplemental Indenture” and, together with the 2022 Supplemental Indenture, the “Supplemental Indentures”) effecting the Proposed Amendments.

On June 30, 2020, upon consummation of the Apollo Merger and the satisfaction of certain other conditions, Merger Sub accepted and paid for approximately $434.1 million principal amount of the 2022 Senior Notes and approximately $369.4 million principal amount of the 2027 Senior Notes.

Asset Based Credit Agreement

On June 30, 2020, as part of the Apollo Merger transaction, the Company entered into an approximately $4.9 billion Asset Based Credit Agreement (the "ABL") with a syndicate of banks. The ABL is comprised of (i) a $2.8 billion revolving credit facility (the "ABL Revolver"), (ii) a $1.7 billion Non- First-In Last-Out ("FILO") Term Loan and (iii) a $370 million FILO Term Loan. The ABL facilities constitute senior debt of the Company that is secured by a first priority lien by a pledge of Tech Data Corporation’s capital stock directly held by Tiger Midco and first-priority security interests in substantially all of Tech Data Corporation’s accounts receivable, inventory, general intangibles (other than intellectual property), bank accounts and cash, and books and records related to the foregoing, in each case, subject to certain exceptions.

The ABL Revolver provides for (i) a maturity date of June 30, 2025 (ii) an interest rate on borrowings, facility fees and letter of credit fees based on average availability under the ABL Revolver and (iii) certain subsidiaries of the Company to be designated as borrowers. The applicable borrower pays interest on advances under the ABL Revolver based on LIBOR (or similar interbank offered rate depending on currency draw) plus a predetermined margin that is based on the Company’s average revolving availability.

The Non-FILO Term Loan and FILO Term Loan (collectively, the “ABL Term Loans”) have a maturity date of June 30, 2025. The Company pays interest at a variable rate based on LIBOR (or similar interbank offered rate depending on currency draw) plus, in each case, a fixed predetermined margin. The Company entered into two interest rate swaps which convert the interest payable on the ABL Term Loans from a variable rate to a fixed rate (see Note 8 – Derivative Instruments for further discussion). The Company must repay 0.25% of the original principal amount of the ABL Term Loans on a quarterly basis. Any refinancing through the issuance of certain debt or any repricing amendment, in either case, that constituted a “repricing event” applicable to the ABL Term Loans resulting in a lower yield would have been accompanied by a 1.00% prepayment premium or fee, as applicable, if any such repricing event occurred, (i) with respect to the Non-FILO Term Loan, at any time during the first six months after the closing date of the ABL and (ii) with respect to the FILO Term Loan, at any time during the first twelve months after the closing date of the ABL. As no such repricing event occurred within the specified period, the ABL Term Loans may be repaid at any time, without premium or penalty, subject to customary breakage costs, except that, subject to certain exceptions, the FILO Term Loan may not be prepaid prior to the payment in full of any amounts outstanding under the ABL Revolver and the Non-FILO Term Loan.

The ABL Revolver includes a springing financial maintenance covenant based on availability under the ABL Revolver. At July 31, 2021, the financial maintenance covenant did not apply. In addition, the ABL contains covenants that would restrict the Company’s ability to, among other things, incur certain debt and liens, make certain dividends and other restricted payments, make certain investments, sell certain assets and enter into certain transactions with affiliates. The ABL also contains certain customary events of default, including relating to a change of control. If an event of default occurs, the lenders under the ABL are entitled to take various actions, including the acceleration of amounts due under the ABL and all actions permitted to be taken by a secured creditor in respect of the collateral securing the ABL.

Other Credit Facilities

The Company has various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $402.4 million at July 31, 2021 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal.

At July 31, 2021, the Company had also issued standby letters of credit of $117.3 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.

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NOTE 5 — INCOME TAXES

The Company's provision (benefit) for income taxes increased to $37.6 million for the three months ended July 31, 2021 compared to $(21.0) million for the one month ended July 31, 2020 and $7.1 million for the two months ended June 30, 2020. The Company's effective tax rate was 59.5%, 16.3% and (26.7)% for the three months ended July 31, 2021, the one month ended July 31, 2020 and the two months ended June 30, 2020, respectively. The Company had a provision for income taxes of $7.1 million on a loss before income taxes of $26.7 million for the two months ended June 30, 2020 which results in a negative effective tax rate. The increase in both the provision for income taxes and the effective tax rate for the three months ended July 31, 2021, as compared to the prior year, is primarily due to income tax expense of $23.3 million for the three months ended July 31, 2021 related to the remeasurement of deferred tax liabilities in the United Kingdom due to a change in the statutory income tax rate. The increase in the provision for income taxes for the three months ended July 31, 2021 is also due to an increase in taxable earnings.

The Company's provision (benefit) for income taxes increased to $40.4 million for the six months ended July 31, 2021 compared to $(21.0) million for the one month ended July 31, 2020 and $19.2 million for the five months ended June 30, 2020. The Company's effective tax rate was 64.2%, 16.3% and 57.4% for the six months ended July 31, 2021, the one month ended July 31, 2020 and the five months ended June 30, 2020, respectively. The increase in both the provision for income taxes and the effective tax rate for the six months ended July 31, 2021, as compared to the prior year, is primarily due to income tax expense of $23.3 million for the six months ended July 31, 2021 related to the remeasurement of deferred tax liabilities in the United Kingdom due to a change in the statutory income tax rate. The increase in the provision for income taxes for the six months ended July 31, 2021 is also due to an increase in taxable earnings.

NOTE 6 — STOCK-BASED COMPENSATION

Equity Awards in the Parent

Subsequent to the Apollo Merger, certain of the Company’s employees have been granted equity awards (“Series B Units”) in the Parent. Series B Units entitle the holder to certain rights to receive amounts in cash upon a Substantially All Assets Sale Distribution or a Liquidation Event Distribution, each as defined in the Tiger Parent Holdings, L.P. Partnership Agreement. A total of 90,000 Series B Units are available for grant. Series B Units with service conditions only ("Time-based Series B Units") vest over a five-year period from the date of grant. Series B Units with service, market and performance conditions ("Performance-based Series B Units") vest if the total cash return to certain affiliates of Apollo (referred to as “MOIC”) upon a liquidation event exceeds certain defined thresholds while the holder of the Performance-based Series B Units is employed with the Company. Certain non-employee members of the Board of Directors of the Company have also been granted preferred shares ("Series A Units") and common shares in the Parent that vest over a one-year period from the date of grant.

The Company recorded stock-based compensation expense of $1.4 million and $2.7 million for the three and six months ended July 31, 2021, respectively, for the Time-based Series B Units. No expense was recorded for the Performance-based Series B Units as it is not considered probable that the performance conditions will be satisfied. The Company recorded stock-based compensation expense of $0.1 million and $0.2 million for the three and six months ended July 31, 2021, respectively, for the Series A Units and common shares.

A summary of the Company’s year to date Time-based Series B Units activity for the six months ended July 31, 2021 is as follows:

	Shares
Successor:
Nonvested at January 31, 2021	24,976
Granted	75
Vested	(4,851)
Canceled	(950)
Nonvested at July 31, 2021	19,250

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A summary of the Company’s year to date Performance-based Series B Units activity for the six months ended July 31, 2021, assuming maximum achievement for nonvested awards, is as follows:

	Shares
Successor:
Nonvested at January 31, 2021	49,952
Granted	150
Canceled	(1,978)
Nonvested at July 31, 2021	48,124

Equity Incentive Plans

The 2018 Equity Incentive Plan was approved by the Company’s shareholders in June 2018 and included 2.0 million shares available for grant. Prior to the Apollo Merger, the Company awarded officers, employees, and non-employee members of the Board of Directors restricted stock, options to purchase common stock, stock appreciation rights and performance awards that were dependent upon achievement of specified performance goals. Equity-based compensation awards had a maximum term of ten years, unless a shorter period was specified by the Compensation Committee of the Board of Directors ("Compensation Committee") or was required under local law. Awards under the plan were priced as determined by the Compensation Committee and were required to be priced at, or above, the fair market value of the Company’s common stock on the date of grant. Awards generally vested between one year and three years from the date of grant. The Company’s policy was to utilize shares of its treasury stock, to the extent available, to satisfy its obligation to issue shares upon the exercise of awards.

Pursuant to the terms of the Apollo Merger Agreement, upon closing of the Apollo Merger all nonvested RSU’s were vested, cancelled and converted into the right to receive an amount of $145 per share in cash. Nonvested PRSU’s were also cancelled and converted into the right to receive an amount of $145 per share in cash determined as follows: (i) for PRSU’s granted during fiscal 2019, the number of shares equaled 130% of the target shares granted and (ii) for PRSU’s granted during fiscal 2020, the number of shares equaled 110% of the target shares granted. The Company recorded $20.1 million of stock-based compensation expense within “acquisition, integration and restructuring expenses” during the one month ended July 31, 2020 related to the acceleration of the vesting of nonvested RSU and PRSU awards. The Company recorded $9.2 million of stock-based compensation expense during the five months ended June 30, 2020 related to awards issued under the 2018 Equity Incentive Plan.

NOTE 7 — FAIR VALUE MEASUREMENTS

The Company’s assets and liabilities carried or disclosed at fair value are classified in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – inputs other than quoted market prices included in Level 1 above that are observable for the asset or liability, either directly or indirectly; and Level 3 – unobservable inputs for the asset or liability. The classification of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

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The following table summarizes the valuation of the Company's assets and liabilities that are measured at fair value on a recurring basis:

		Successor
		July 31, 2021				January 31, 2021
		Fair value measurement category				Fair value measurement category
	Balance sheet location	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
(in thousands)
ASSETS
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		$	1,928			$	2,008
LIABILITIES
Cash flow hedges:
Interest rate swaps	Accrued expenses and other liabilities		$	13,876			$	14,103
Interest rate swaps	Other long-term liabilities		6,818				23,742
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		3,419				2,524

The Company's foreign currency derivative instruments are measured on a recurring basis based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers and are marked-to-market each period. The Company's interest rate swaps are measured on a recurring basis using a discounted cash flow valuation technique considering the terms of the instrument, discount rates and projected LIBOR rates (see Note 8 – Derivative Instruments for further discussion).

The estimated fair value of the Senior Notes is based upon quoted market information (Level 1). The estimated fair value of the Senior Notes was approximately $218.1 million and $199.0 million, respectively, at July 31, 2021 and January 31, 2021 and the carrying value was $198.3 million and $198.7 million, respectively, at July 31, 2021 and January 31, 2021. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The carrying amounts of debt outstanding pursuant to revolving credit facilities and term loans approximated fair value as the majority of these instruments have variable interest rates which approximate current market rates (Level 2 criteria).

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NOTE 8 — DERIVATIVE INSTRUMENTS

In the ordinary course of business, the Company is exposed to movements in foreign currency exchange rates. The Company's foreign currency risk management objective has been to protect earnings and cash flows from the impact of exchange rate changes primarily through the use of foreign currency forward contracts and cross-currency swaps.

Net Investment Hedges

In fiscal 2020, the Company entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which were designated as net investment hedges. The Company entered into the net investment hedges to offset the risk of change in the U.S. dollar value of the Company's investment in a euro functional subsidiary due to fluctuating foreign exchange rates. The Company terminated these net investment hedge contracts during the first quarter of fiscal 2021. Gains and losses on the net investment hedges were recorded in other comprehensive (loss) income. Amounts recorded in accumulated other comprehensive (loss) income as of June 30, 2020 were eliminated as part of purchase accounting in conjunction with the Apollo Merger. Prior to the termination of the net investment hedges, the initial fair value of hedge components excluded from the assessment of effectiveness was recognized under a systematic and rational method over the life of the hedging instrument in interest expense, net on the Consolidated Statement of Operations. The Company classifies cash flows related to the settlement of its net investment hedges as investing activities in the Consolidated Statement of Cash Flows.

The company had no net investment hedges outstanding during the three or six months ended July 31, 2021, the one month ended July 31, 2020, or the two months ended June 30, 2020. The following table presents the effects of the Company's net investment hedges on accumulated other comprehensive income ("AOCI") and earnings for the five months ended June 30, 2020:

	Predecessor
	Five months ended June 30, 2020
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income (loss)		Amount of gain (loss) recognized in income (loss) (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (loss) (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	24,934	$	—	$	3,316	Interest expense

Cash Flow Hedges

Prior to the Apollo Merger, Merger Sub entered into two interest rate swaps in order to hedge the exposure to interest rate fluctuations on expected borrowings under the ABL in conjunction with the closing of the Apollo Merger. These interest rate swaps convert the interest payable on the ABL Term Loans from a variable rate to a fixed rate. The interest rate swaps are designated as cash flow hedges. The notional values of the interest rate swaps totaled $2.0 billion at July 31, 2021 and they are set to mature on August 29, 2025. The Company has classified cash flows related to its interest rate swaps as operating activities in the Consolidated Statement of Cash Flows. Additionally, the Company previously entered into a cross-currency swap to hedge its cash flows related to certain foreign-currency denominated debt which was designated as a cash flow hedge. The notional value of this swap was $4.5 million at January 31, 2020 and the swap matured in February 2020. The Company has classified cash flows related to the settlement of its cross-currency swap as financing activities in the Consolidated Statement of Cash Flows.

The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is initially reported as a component of other comprehensive (loss) income. These gains and losses are subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings and are presented in the same operating statement line item as the earnings effect of the hedged item.

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The following tables present the effects of the Company's cash flow hedges on AOCI and earnings for each of the periods indicated. There was no cash flow hedge activity for the two months ended June 30, 2020:

Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income (loss)		Amount of gain (loss) recognized in income (loss) (amount excluded from effectiveness testing)		Location of gain (loss) reclassified from AOCI into income (loss)
(in thousands)
Three months ended July 31, 2021 (Successor):
Interest rate swaps	$	(13,205)	$	(998)	$	—	Interest expense
Total	$	(13,205)	$	(998)	$	—
One month ended July 31, 2020 (Successor):
Interest rate swaps	$	(6,739)	$	—	$	—	Interest expense
Total	$	(6,739)	$	—	$	—
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income (loss)		Amount of gain (loss) recognized in income (loss) (amount excluded from effectiveness testing)		Location of gain (loss) reclassified from AOCI into income (loss)
---	---	---	---	---	---	---	---
(in thousands)
Six months ended July 31, 2021 (Successor):
Interest rate swaps	$	10,081	$	(1,914)	$	—	Interest expense
Total	$	10,081	$	(1,914)	$	—
One month ended July 31, 2020 (Successor):
Interest rate swaps	$	(6,739)	$	—	$	—	Interest expense
Total	$	(6,739)	$	—	$	—
Five months ended June 30, 2020 (Predecessor):
Cross-currency swap	$	402	$	(90)	$	—	Interest expense
	—		507		—		Other expense (income), net
Total	$	402	$	417	$	—

Derivatives Not Designated as Hedges

The Company additionally utilizes forward contracts that are not designated as hedging instruments to hedge intercompany loans, accounts receivable and accounts payable. The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. The Company’s transactions in its foreign operations are denominated primarily in the following currencies: Australian dollar, British pound, Canadian dollar, Czech koruna, Danish krone, euro, Indian rupee, Indonesian rupiah, Mexican peso, Norwegian krone, Polish zloty, Singapore dollar, Swedish krona, Swiss franc and U.S. dollar.

The Company considers inventory as an economic hedge against foreign currency exposure in accounts payable in certain circumstances. This practice offsets such inventory against corresponding accounts payable denominated in currencies other than the functional currency of the subsidiary buying the inventory when determining the net exposure to be hedged using traditional forward contracts. Under this strategy, the Company would expect to increase or decrease selling prices for products purchased in foreign currencies based on fluctuations in foreign currency exchange rates affecting the underlying accounts payable. To the extent the Company incurs a foreign currency exchange loss (gain) on the underlying accounts payable denominated in the foreign currency, a corresponding increase (decrease) in gross profit would be expected as the related inventory is sold. This strategy can result in a certain degree of quarterly earnings volatility as the underlying accounts payable is remeasured using the foreign currency exchange

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rate prevailing at the end of each period, or settlement date if earlier, whereas the corresponding increase (decrease) in gross profit is not realized until the related inventory is sold.

The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated accounts receivable and accounts payable as a component of “cost of products sold” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged accounts receivable or accounts payable. The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated financing transactions as a component of “other expense (income), net,” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged loans. The gains and losses on the Company's foreign currency forward contracts are largely offset by the change in the fair value of the underlying hedged assets or liabilities. The Company classifies cash flows related to the settlement of forward contracts that are not designated as hedging instruments as operating activities in the Consolidated Statement of Cash Flows.

The total amount of gains (losses) recognized in earnings on the Company's derivatives not designated as hedges are as follows:

		Gains (losses) recognized in earnings
	Statement of Operations location	Successor				Predecessor		Successor				Predecessor
Derivatives not designated as hedges		Three months ended <br>July 31, 2021		One month ended<br><br><br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in millions)
Foreign currency forward contracts	Cost of products sold	$	3.1	$	(6.7)	$	(5.5)	$	1.1	$	(6.7)	$	2.6
Foreign currency forward contracts	Other expense (income), net	(2.4)		(0.9)		(2.6)		(1.7)		(0.9)		(16.6)
Total		$	0.7	$	(7.6)	$	(8.1)	$	(0.6)	$	(7.6)	$	(14.0)

The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended July 31, 2021, the one month ended July 31, 2020 and the two months ended June 30, 2020 were approximately $0.8 billion, $0.8 billion and $0.7 billion, respectively, with average maturities of 29 days, 29 days and 26 days, respectively. The Company's average notional amounts of derivatives not designated as hedges outstanding during the six months ended July 31, 2021, the one month ended July 31, 2020 and the five months ended June 30, 2020, were approximately $0.8 billion, $0.8 billion and $1.0 billion, respectively, with average maturities of 29 days, 29 days and 22 days, respectively. As discussed above, under the Company's hedging policies, gains and losses on these derivative financial instruments are largely offset by the gains and losses on the underlying assets or liabilities being hedged.

The Company’s derivatives are also discussed in Note 7 – Fair Value Measurements.

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NOTE 9 — SHAREHOLDERS' EQUITY

Accumulated Other Comprehensive Income

The following tables summarize the change in the components of AOCI for each of the periods indicated:

	Foreign currency translation adjustment, net of taxes		Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Successor:
Balance at April 30, 2021	$	291,918	$	26,573	$	318,491
Other comprehensive income (loss) before reclassification	(42,210)		(10,074)		(52,284)
Reclassification of (gain) loss from AOCI into income	—		998		998
Balance at July 31, 2021	$	249,708	$	17,497	$	267,205
Balance at June 30, 2020	$	(12,038)	$	—	$	(12,038)
Purchase accounting adjustment related to Apollo Merger	12,038		—		12,038
Other comprehensive income (loss) before reclassification	114,012		(5,044)		108,968
Balance at July 31, 2020	$	114,012	$	(5,044)	$	108,968
Predecessor:
Balance at April 30, 2020	$	(55,098)	$	—	$	(55,098)
Other comprehensive income (loss) before reclassification	43,060		—		43,060
Balance at June 30, 2020	$	(12,038)	$	—	$	(12,038)
	Foreign currency translation adjustment, net of taxes		Unrealized gains (losses) on cash flow hedges, net of taxes		Total
---	---	---	---	---	---	---
(in thousands)
Successor:
Balance at January 31, 2021	$	266,959	$	8,569	$	275,528
Other comprehensive income (loss) before reclassification	(17,251)		7,014		(10,237)
Reclassification of (gain) loss from AOCI into income	—		1,914		1,914
Balance at July 31, 2021	$	249,708	$	17,497	$	267,205
Balance at June 30, 2020	$	(12,038)	$	—	$	(12,038)
Purchase accounting adjustment related to Apollo Merger	12,038		—		12,038
Other comprehensive income (loss) before reclassification	114,012		(5,044)		108,968
Balance at July 31, 2020	$	114,012	$	(5,044)	$	108,968
Predecessor:
Balance at January 31, 2020	$	1,449	$	15	$	1,464
Other comprehensive income (loss) before reclassification	(13,487)		402		(13,085)
Reclassification of (gain) loss from AOCI into income	—		(417)		(417)
Balance at June 30, 2020	$	(12,038)	$	—	$	(12,038)

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NOTE 10 — COMMITMENTS AND CONTINGENCIES

Guarantees

The Company has arrangements with certain finance companies that provide inventory financing facilities to the Company’s customers. In conjunction with certain of these arrangements, the Company would be required to purchase certain inventory in the event the inventory is repossessed from the customers by the finance companies. As the Company does not have access to information regarding the amount of inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by the Company under these arrangements have been insignificant to date. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.

Contingencies

In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of the Company’s Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” The Company estimates the total exposure related to the CIDE tax, including interest, was approximately $15.5 million at July 31, 2021. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. Accordingly, the Company has not recorded an accrual for the total estimated CIDE tax exposure. However, due to the lack of predictability of the Brazilian court system, the Company has concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. The Company believes the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity.

The French Autorité de la Concurrence (“Competition Authority”) began in 2013 an investigation into the French market for certain products of Apple, Inc., for which the Company is a distributor. In March 2020, the Competition Authority imposed fines on the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The fine imposed on the Company was €76 million. The Company has vigorously contested the arguments of the Competition Authority, and the Company has appealed its determination to the French courts, seeking to set aside or reduce the fine. Although the Company believes it has strong arguments on appeal, the Company determined during the second quarter of fiscal 2021 that the best estimate of probable loss related to this matter is €36 million. As a result, during the two months ended June 30, 2020, the Company recorded a charge of $41.2 million in “legal settlements and other litigation, net” in the Consolidated Statement of Operations. Under French law, the pendency of the Company’s appeal does not suspend the obligation to pay the fine. The Company has agreed to make eight equal installment payments in relation to the fine assessed for a total amount of €22.8 million on a quarterly basis from January 2021 through October 2022. If the appeal process is not completed prior to the end of December 2022, the Company may be required to pay further amounts towards the full fine assessed by the Competition Authority before the Company’s appeal is finally determined. However, any additional amounts that may need to be paid have not yet been determined.  Additionally, the Company has provided a third-party surety bond to the Competition Authority to guarantee the payment of the amount of the fine and interest, if applicable. In June 2021, a civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, Tech Data and another distributor was filed by eBizcuss. The Company is currently evaluating this matter and cannot currently estimate the probability or amount of any potential loss.

The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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NOTE 11 - SUBSEQUENT EVENTS

On September 1, 2021, the affiliates of SYNNEX acquired all the outstanding shares of the Company's common stock for $1,610,000,000 in cash, in the aggregate and 44,000,000 total shares of common stock of SYNNEX. Prior to the effective time of the SYNNEX Merger, affiliates of Apollo made an additional equity contribution of $500 million in cash to the Company, as specified in the SYNNEX Merger Agreement.

Upon consummation of the SYNNEX Merger, the Company's indebtedness under the ABL was repaid in full and terminated in connection therewith. The Company notified the trustee (“Trustee”) for the Senior Notes of its intent to redeem, in full, the outstanding aggregate principal amount of its Senior Notes on October 1, 2021 (the “Redemption Date”). The redemption will be effected in accordance with the terms of the indenture (as supplemented by the respective officer’s certificates and supplemental indentures) governing the Senior Notes. The redemption price for the respective Senior Notes will be equal to the sum of the present values of the remaining scheduled payments of principal and interest on the respective Senior Notes to be redeemed from the Redemption Date to January 15, 2022 (in the case of the 2022 Senior Notes) or to November 15, 2026 (in the case of the 2027 Senior Notes), discounted to the Redemption Date on a semi-annual basis at a rate equal to the sum of the applicable treasury rate plus 30 basis points for the 2022 Senior Notes and 40 basis points for the 2027 Senior Notes, plus the accrued and unpaid interest on the respective principal amount being redeemed up to, but not including, the Redemption Date.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contains forward-looking statements with respect to Tiger Parent (AP) Corporation and its subsidiaries. Such forward-looking statements include those regarding its plans, objectives, expectations and intentions, financial results, estimates and/or business prospects. Forward‐looking statements generally relate to future events or our future financial or operating performance. In some cases, readers can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “plans”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results or performance to differ materially from those expressed or implied by such forward looking statements. Forward‐looking statements are not to be viewed as facts, and reflect various assumptions concerning the future performance of Tiger Parent (AP) Corporation and are subject to various business, financial, economic, operating, competitive and other risks and uncertainties and contingencies (many of which are difficult to predict and beyond the control of Tiger Parent (AP) Corporation) that could cause actual results or performance to differ materially from the estimates and forward-looking statements included herein. Accordingly, there can be no assurance as to the reliability or correctness of such forward-looking statements, nor should any assurances be inferred, and actual results and performance may vary materially. Recipients of these consolidated financial statements should not place undue reliance upon any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

OVERVIEW

On November 12, 2019, Tech Data Corporation entered into an Agreement and Plan of Merger, as subsequently amended on November 27, 2019 (the ''Apollo Merger Agreement''), with Tiger Midco, LLC (“Tiger Midco”) and Tiger Merger Sub Co. (“Merger Sub”). Tiger Midco and Merger Sub are affiliates of certain funds (the “Apollo Funds”), managed by affiliates of Apollo Global Management Inc. (“Apollo”). Pursuant to the Apollo Merger Agreement, Tiger Midco agreed to acquire all the outstanding shares of Tech Data Corporation’s common stock (other than shares held by Tech Data Corporation as treasury stock or held by certain affiliates of the Apollo Funds) for $145 per share in cash. On June 30, 2020, Merger Sub merged with and into Tech Data Corporation (the “Apollo Merger”), with Tech Data Corporation surviving the Apollo Merger as a direct wholly-owned subsidiary of Tiger Midco (see Note 2 of Notes to Consolidated Financial Statements for additional information). Tiger Parent (AP) Corporation, through its wholly-owned subsidiaries including Tiger Midco, is the parent company of Tech Data Corporation subsequent to the Merger. The aggregate purchase price was approximately $5.2 billion. Tiger Parent Holdings, L.P. (the "Parent"), the parent company of Tiger Parent (AP) Corporation,  contributed approximately $3.7 billion as equity to Tiger Parent (AP) Corporation in conjunction with the Apollo Merger, of which approximately $3.6 billion was used to fund the purchase price for Tech Data Corporation. The remaining purchase price for Tech Data Corporation was financed through the issuance of debt (see Note 4 of Notes to Consolidated Financial Statements for further discussion) and cash on hand at Tech Data Corporation.

The consolidated financial statements include the consolidated results of Tech Data Corporation for periods prior to the Apollo Merger on June 30, 2020 (the “predecessor period”) as well as the consolidated results of Tiger Parent (AP) Corporation after the date of the Apollo Merger (the “successor period”). References to “we”, “our”, “us” or the “Company” indicate Tiger Parent (AP) Corporation and its subsidiaries for periods subsequent to the date of the Apollo Merger and Tech Data Corporation and its subsidiaries for periods prior to the Apollo Merger.

On March 22, 2021, we entered into an Agreement and Plan of Merger (the “SYNNEX Merger Agreement") with SYNNEX Corporation ("SYNNEX") and its affiliates. On September 1, 2021, pursuant to the SYNNEX Merger Agreement, and upon the terms and subject to the conditions described therein, the affiliates of SYNNEX acquired all the outstanding shares of our common stock for $1,610,000,000 in cash, in the aggregate and 44,000,000 total shares of common stock of SYNNEX (the "SYNNEX Merger"). Prior to the effective time of the SYNNEX Merger, affiliates of Apollo made an additional equity contribution of $500 million in cash to the Company, as specified in the SYNNEX Merger Agreement.

We are one of the world’s largest IT distribution and solutions companies. We serve a critical role in the center of the IT ecosystem, bringing products from the world’s leading technology vendors to market, as well as helping our customers create solutions best suited to maximize business outcomes for their end-user customers. We distribute and market products from many of the world’s leading technology hardware manufacturers and software publishers, as well as suppliers of next-generation technologies and delivery models such as converged and hyperconverged infrastructure, the cloud, security, analytics/Internet of things ("IoT"), and services. Our customers include value-added resellers, direct marketers, retailers, corporate resellers and managed service providers who support the diverse technology needs of end users.

To enable a specialized approach to the market while maintaining the exceptional service levels that channel partners expect from us, we group our offerings into two primary solutions portfolios:

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Endpoint Solutions Portfolio:

•	Our Endpoint Solutions portfolio primarily includes PC systems, mobile phones and accessories, printers, peripherals, supplies, endpoint technology software and consumer electronics.

Advanced Solutions Portfolio:

•	Our Advanced Solutions portfolio primarily includes data center technologies such as storage, networking, servers, advanced technology software and converged and hyper-converged infrastructure. Our Advanced Solutions portfolio also includes our specialized solution businesses.

Our next-generation technology solutions, along with our services offerings, span our Endpoint and Advanced Solutions portfolios.

To strengthen our role at the center of the IT ecosystem well into the future and achieve our financial objectives, we are moving to higher value, focused on the following strategic priorities:

•	Invest in next-generation technologies and delivery models such as the cloud, security, analytics/IoT, and services.
•	Strengthen our end-to-end portfolio of products, services and solutions.
---	---
•	Transform our company digitally through greater automation, which we believe will enhance the customer experience, improve productivity and reduce costs.
---	---
•	Optimize our global footprint by enhancing the operational efficiency and effectiveness of our businesses around the world. We are focused on enhancing the long-term profitability of our business and delivering a better return on invested capital through targeted actions to remove business with lower returns, which we refer to as portfolio optimization. Portfolio optimization actions allow working capital to be re-deployed in our strategic focus areas, however, those actions may have a short-term impact on revenues and gross profit.
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Innovix Acquisition

On September 30, 2020, we completed the acquisition of Innovix Distribution ("Innovix"), a leading technology distributor in the Asia-Pacific region, for a purchase price of approximately $52 million in cash. The Innovix acquisition expands our presence across the Asia-Pacific region and strengthens our Endpoint Solutions and Advanced Solutions capabilities.

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of the 2019 novel coronavirus (“COVID-19”) a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility, impacting customer demand and impeding global supply chains. In response to COVID-19, the company continues to operate with a significant portion of our global workforce participating in work-from-home arrangements and all of our logistics centers are open and functioning with strict health and safety guidelines in place. Despite improvements in the global economy since the onset of the pandemic, the resurgence of the Delta variant and other mutations bring uncertainty to continued economic recovery.  As a result, we cannot at this time accurately predict what effects these conditions will have on our operations and financial condition, including due to the uncertainties relating to the severity and duration of the pandemic, the effect on our customers and customer demand and the length of the restrictions and closures imposed by various governments. Accordingly, the operating results and financial condition discussed herein may not be indicative of future operating results and trends.

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NON-GAAP FINANCIAL MEASURES

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), the Company also discloses certain non-GAAP financial information. Certain of these measures are presented as adjusted for the impact of changes in foreign currencies (referred to as “impact of changes in foreign currencies”). Removing the impact of the

changes in foreign currencies provides a framework for assessing our financial performance as compared to prior periods. The impact

of changes in foreign currencies is calculated by using the exchange rates from the prior year comparable period applied to the results

of operations for the current period. The measure of adjusted EBITDA is based on the defined terms in our Asset Based Credit Agreement. The non-GAAP financial measures presented in this document include:

•	Net sales, as adjusted, which is defined as net sales adjusted for the impact of changes in foreign currencies;
•	Gross profit, as adjusted, which is defined as gross profit as adjusted for the impact of changes in foreign currencies;
---	---
•	Selling, general and administrative expenses (“SG&A”), as adjusted, which is defined as SG&A as adjusted for the impact of changes in foreign currencies;
---	---
•	Reported EBITDA, which is defined as net income (loss) adjusted for income taxes, interest expense, depreciation and amortization expense and other expense (income), net;
---	---
•	Adjusted EBITDA, which is defined as reported EBITDA plus or minus adjustments for defined items in our Asset Based Credit Agreement, including, but not limited to, extraordinary, nonrecurring or unusual items, acquisition, integration and restructuring expenses, human resources expenses, stock-based and long term incentive compensation expense, legal settlements and other litigation costs, discontinued operations/facilities, systems design, implementation or establishment costs, public company costs, purchase accounting adjustments and management fees;
---	---

Management believes that providing this additional information is useful to the reader to assess and understand our financial performance as compared with results from previous periods. However, analysis of results via these financial measures should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. Reported EBITDA and adjusted EBITDA do not include, among other things, cash requirements for capital expenditures and working capital, or interest expense in relation to our debt facilities. Therefore, reported EBITDA and adjusted EBITDA may have certain limitations in analyzing our financial results. Additionally, because these measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures reported by other companies.

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RESULTS OF OPERATIONS

The following tables set forth our Consolidated Statement of Operations as a percentage of net sales:

	Successor		Predecessor		Combined Predecessor/Successor
	One month ended<br><br><br>July 31, 2020		Two months ended<br><br><br>June 30, 2020		Three months ended<br><br><br>July 31, 2020
Net sales	100.00	%	100.00	%	100.00	%
Cost of products sold	93.79		94.04		93.95
Gross profit	6.21		5.96		6.05
Operating expenses:
Selling, general and administrative expenses	4.62		5.21		4.99
Acquisition, integration and restructuring expenses	5.41		0.24		2.15
Legal settlements and other litigation, net	—		0.79		0.50
	10.03		6.24		7.64
Operating loss	(3.82)		(0.28)		(1.59)
Interest expense	0.40		0.24		0.30
Other expense (income), net	0.02		(0.01)		—
Loss before income taxes	(4.24)		(0.51)		(1.89)
(Benefit) provision for income taxes	(0.69)		0.14		(0.17)
Net loss	(3.55)	%	(0.65)	%	(1.72)	%
	Successor		Combined Predecessor/Successor
---	---	---	---	---
	Three months ended<br><br><br>July 31, 2021		Three months ended<br><br><br>July 31, 2020
Net sales	100.00	%	100.00	%
Cost of products sold	93.73		93.95
Gross profit	6.27		6.05
Operating expenses:
Selling, general and administrative expenses	4.89		4.99
Acquisition, integration and restructuring expenses	0.15		2.15
Legal settlements and other litigation, net	0.06		0.50
	5.10		7.64
Operating income (loss)	1.17		(1.59)
Interest expense	0.44		0.30
Other expense, net	0.05		—
Income (loss) before income taxes	0.68		(1.89)
Provision (benefit) for income taxes	0.40		(0.17)
Net income (loss)	0.28	%	(1.72)	%

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	Successor		Predecessor		Combined Predecessor/Successor
	One month ended<br><br><br>July 31, 2020		Five months ended<br><br><br>June 30, 2020		Six months ended<br><br><br>July 31, 2020
Net sales	100.00	%	100.00	%	100.00	%
Cost of products sold	93.79		93.71		93.72
Gross profit	6.21		6.29		6.28
Operating expenses:
Selling, general and administrative expenses	4.62		5.22		5.11
Acquisition, integration and restructuring expenses	5.41		0.22		1.19
Legal settlements and other litigation, net	—		0.31		0.25
	10.03		5.75		6.55
Operating (loss) income	(3.82)		0.54		(0.27)
Interest expense	0.40		0.22		0.26
Other expense, net	0.02		0.07		0.05
(Loss) income before income taxes	(4.24)		0.25		(0.58)
(Benefit) provision for income taxes	(0.69)		0.14		(0.01)
Net (loss) income	(3.55)	%	0.11	%	(0.57)	%
	Successor		Combined Predecessor/Successor
---	---	---	---	---
	Six months ended<br><br><br>July 31, 2021		Six months ended<br><br><br>July 31, 2020
Net sales	100.00	%	100.00	%
Cost of products sold	93.96		93.72
Gross profit	6.04		6.28
Operating expenses:
Selling, general and administrative expenses	4.95		5.11
Acquisition, integration and restructuring expenses	0.27		1.19
Legal settlements and other litigation, net	0.02		0.25
	5.24		6.55
Operating income (loss)	0.80		(0.27)
Interest expense	0.43		0.26
Other expense, net	0.03		0.05
Income (loss) before income taxes	0.34		(0.58)
Provision (benefit) for income taxes	0.22		(0.01)
Net income (loss)	0.12	%	(0.57)	%

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NET SALES

QUARTERLY RESULTS

The following table summarizes our net sales by geographic region for the one month ended July 31, 2020 and the two months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor
(in millions)	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Three months ended<br><br><br>July 31, 2020
Americas net sales, as reported	$	1,358.6	$	2,352.1	$	3,710.7
Europe net sales, as reported	1,580.7		2,663.4		4,244.1
Asia-Pacific net sales, as reported	105.7		168.8		274.5
Consolidated net sales, as reported	$	3,045.0	$	5,184.3	$	8,229.3

The following table summarizes our net sales and change in net sales by geographic region for the three months ended July 31, 2021 and 2020:

	Successor		Combined Predecessor/Successor		Change
	Three months ended July 31, 2021		Three months ended<br><br><br>July 31, 2020			%
(in millions)
Consolidated net sales, as reported	$	9,236.9	$	8,229.3		12.2	%
Impact of changes in foreign currencies	(383.4)		—		(383.4)
Consolidated net sales, as adjusted	$	8,853.5	$	8,229.3		7.6	%
Americas net sales, as reported	$	4,164.4	$	3,710.7		12.2	%
Impact of changes in foreign currencies	(29.6)		—		(29.6)
Americas net sales, as adjusted	$	4,134.8	$	3,710.7		11.4	%
Europe net sales, as reported	$	4,656.5	$	4,244.1		9.7	%
Impact of changes in foreign currencies	(342.6)		—		(342.6)
Europe net sales, as adjusted	$	4,313.9	$	4,244.1		1.6	%
Asia-Pacific net sales, as reported	$	416.0	$	274.5		51.5	%
Impact of changes in foreign currencies	(11.2)		—		(11.2)
Asia-Pacific net sales, as adjusted	$	404.8	$	274.5		47.5	%

All values are in US Dollars.

COMMENTARY

AMERICAS

•	The increase in Americas net sales, as adjusted, of $424.1 million is primarily due to growth in both our Endpoint Solutions portfolio and our Advanced Solutions portfolio.

EUROPE

•	The increase in Europe net sales, as adjusted, of $69.8 million is primarily due to growth in our Advanced Solutions portfolio. The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar.

ASIA-PACIFIC

•	The increase in Asia-Pacific net sales, as adjusted, of $130.3 million is primarily due to growth in both our Endpoint Solutions portfolio and our Advanced Solutions portfolio, primarily due to the impact of the acquisition of Innovix in September 2020.

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YEAR TO DATE RESULTS

The following table summarizes our net sales by geographic region for the one month ended July 31, 2020 and the five months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor
(in millions)	One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020		Six months ended <br>July 31, 2020
Americas net sales, as reported	$	1,358.6	$	6,296.9	$	7,655.5
Europe net sales, as reported	1,580.7		6,634.5		8,215.2
Asia-Pacific net sales, as reported	105.7		428.1		533.8
Consolidated net sales, as reported	$	3,045.0	$	13,359.5	$	16,404.5

The following table summarizes our net sales and change in net sales by geographic region for the six months ended July 31, 2021 and 2020:

	Successor		Combined Predecessor/Successor		Change
	Six months ended <br>July 31, 2021		Six months ended<br>July 31, 2020			%
(in millions)
Consolidated net sales, as reported	$	18,598.3	$	16,404.5		13.4	%
Impact of changes in foreign currencies	(860.5)		—		(860.5)
Consolidated net sales, as adjusted	$	17,737.8	$	16,404.5		8.1	%
Americas net sales, as reported	$	8,187.9	$	7,655.5		7.0	%
Impact of changes in foreign currencies	(61.8)		—		(61.8)
Americas net sales, as adjusted	$	8,126.1	$	7,655.5		6.1	%
Europe net sales, as reported	$	9,570.2	$	8,215.2		16.5	%
Impact of changes in foreign currencies	(771.2)		—		(771.2)
Europe net sales, as adjusted	$	8,799.0	$	8,215.2		7.1	%
Asia-Pacific net sales, as reported	$	840.2	$	533.8		57.4	%
Impact of changes in foreign currencies	(27.5)		—		(27.5)
Asia-Pacific net sales, as adjusted	$	812.7	$	533.8		52.2	%

All values are in US Dollars.

COMMENTARY

AMERICAS

•	The increase in Americas net sales, as adjusted, of $470.6 million is primarily due to growth in both our Endpoint Solutions portfolio and our Advanced Solutions portfolio.

EUROPE

•	The increase in Europe net sales, as adjusted, of $583.8 million is primarily due to growth in both our Endpoint Solutions portfolio and our Advanced Solutions portfolio. The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar.

ASIA-PACIFIC

•	The increase in Asia-Pacific net sales, as adjusted, of $278.9 million is primarily due to growth in both our Endpoint Solutions portfolio and our Advanced Solutions portfolio, primarily due to the impact of the acquisition of Innovix in September 2020.

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MAJOR VENDORS

The following table provides net sales generated from products purchased from vendors that exceeded 10% of our consolidated net sales for the periods indicated (as a percent of consolidated net sales):

	Successor	Predecessor	Combined Predecessor/Successor	Successor	Predecessor	Combined Predecessor/Successor
	One month ended <br>July 31, 2020	Two months ended <br>June 30, 2020	Three months ended <br>July 31, 2020	One month ended <br>July 31, 2020	Five months ended <br>June 30, 2020	Six months ended<br>July 31, 2020
Apple Inc.	17%	17%	17%	17%	15%	15%
HP Inc.	10%	10%	10%	10%	11%	10%
Cisco Systems, Inc.	11%	10%	10%	11%	11%	11%

The following table provides a comparison of net sales generated from products purchased from vendors that exceeded 10% of our consolidated net sales for the three and six months ended July 31, 2021 and 2020 (as a percent of consolidated net sales):

	Successor	Combined Predecessor/Successor	Successor	Combined Predecessor/Successor
	Three months ended July 31, 2021	Three months ended <br>July 31, 2020	Six months ended July 31, 2021	Six months ended<br><br><br>July 31, 2020
Apple Inc.	17%	17%	16%	15%
Lenovo	10%	N/A ^(1)^	10%	N/A ^(1)^
HP Inc.	N/A ^(1)^	10%	10%	10%
Cisco Systems, Inc.	N/A ^(1)^	10%	N/A ^(1)^	11%

^(^^1)^Sales generated from products purchased from these vendors were less than 10% of consolidated net sales during the period presented.

There were no customers that exceeded 10% of our consolidated net sales for the periods presented.

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GROSS PROFIT

QUARTERLY RESULTS

The following chart provides a comparison of our gross profit and gross profit as a percentage of net sales for the three months ended July 31, 2021 and 2020. Note that the results for the three months ended July 31, 2020 reflect the combined predecessor and successor periods:

The following table provides our gross profit for the one month ended July 31, 2020 and the two months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Three months ended <br>July 31, 2020
(in millions)
Gross profit, as reported	$	189.0	$	309.1	$	498.1

The following table provides a comparison of our gross profit for the three months ended July 31, 2021 and 2020:

	Successor		Combined Predecessor/Successor		Change
	Three months ended July 31, 2021		Three months ended<br><br><br>July 31, 2020			%
(in millions)
Gross profit, as reported	$	579.1	$	498.1		16.3	%
Impact of changes in foreign currencies	(22.8)		—		(22.8)
Gross profit, as adjusted	$	556.3	$	498.1		11.7	%

All values are in US Dollars.

The increase in gross profit, as adjusted, of $58.2 million is primarily due to an increase in net sales volume, including the impact of the acquisition of Innovix, and the impact of the mix of products sold. The increase in our year-over-year gross profit as a percentage of net sales is primarily due to the impact of the mix of products sold.

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YEAR TO DATE RESULTS

The following chart provides a comparison of our gross profit and gross profit as a percentage of net sales for the six months ended July 31, 2021 and 2020. Note that the results for the six months ended July 31, 2020 reflect the combined predecessor and successor periods:

The following table provides our gross profit for the one month ended July 31, 2020 and the five months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor
	One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020		Six months ended<br>July 31, 2020
(in millions)
Gross profit, as reported	$	189.0	$	840.8	$	1,029.8

The following table provides a comparison of our gross profit for the six months ended July 31, 2021 and 2020:

	Successor		Combined Predecessor/Successor		Change
	Six months ended <br>July 31, 2021		Six months ended<br><br><br>July 31, 2020			%
(in millions)
Gross profit, as reported	$	1,123.5	$	1,029.8		9.1	%
Impact of changes in foreign currencies	(51.4)		—		(51.4)
Gross profit, as adjusted	$	1,072.1	$	1,029.8		4.1	%

All values are in US Dollars.

The increase in gross profit, as adjusted, of $42.3 million is primarily due to an increase in net sales volume, including the impact of the acquisition of Innovix, partially offset by an unfavorable impact of $33.8 million for purchase accounting adjustments related to certain consideration received from vendors and the impact of the mix of products sold. The decrease in our year-over-year gross profit as a percentage of net sales is primarily due to the unfavorable impact of purchase accounting adjustments and the impact of the mix of products sold.

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OPERATING EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

QUARTERLY RESULTS

The following table provides a comparison of our SG&A for the one month ended July 31, 2020 and the two months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
	One month ended <br>July 31, 2020			Two months ended <br>June 30, 2020			Three months ended <br>July 31, 2020
(in millions)
SG&A, as reported	$	140.6		$	270.1		$	410.7
SG&A as a percentage of net sales, as reported	4.62		%	5.21		%	4.99		%

The following table provides a comparison of our SG&A for the three months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor			Change
	Three months ended July 31, 2021			Three months ended<br>July 31, 2020				%
(in millions)
SG&A, as reported	$	452.1		$	410.7			10.1	%
Impact of changes in foreign currencies	(18.9)			—			(18.9)
SG&A, as adjusted	$	433.2		$	410.7			5.5	%
SG&A as a percentage of net sales, as reported	4.89		%	4.99		%		(10) bps

All values are in US Dollars.

The increase in SG&A, as adjusted, of $22.5 million is primarily due to an increase in acquisition related intangible assets amortization expense of $11.7 million and the impact of the acquisition of Innovix. The decrease in SG&A as a percentage of net sales, as reported of 10 basis points is primarily due to an increase in net sales volume, partially offset by an increase in acquisition related intangible assets amortization expense.

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YEAR TO DATE RESULTS

The following table provides a comparison of our SG&A for the one month ended July 31, 2020 and the five months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
	One month ended July 31, 2020			Five months ended June 30, 2020			Six months ended<br><br><br>July 31, 2020
(in millions)
SG&A, as reported	$	140.6		$	698.0		$	838.6
SG&A as a percentage of net sales, as reported	4.62		%	5.22		%	5.11		%

The following table provides a comparison of our SG&A for the six months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor			Change
	Six months ended <br>July 31, 2021			Six months ended<br>July 31, 2020				%
(in millions)
SG&A, as reported	$	919.8		$	838.6			9.7	%
Impact of changes in foreign currencies	(40.0)			—			(40.0)
SG&A, as adjusted	$	879.8		$	838.6			4.9	%
SG&A as a percentage of net sales, as reported	4.95		%	5.11		%		(16) bps

All values are in US Dollars.

The increase in SG&A, as adjusted, of $41.2 million is primarily due to an increase in acquisition related intangible assets amortization  expense of $29.8 million and the impact of the acquisition of Innovix. The decrease in SG&A as a percentage of net sales, as reported of 16 basis points is primarily due to an increase in net sales volume, partially offset by an increase in acquisition related intangible assets amortization expense.

ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the Apollo Merger, the new Global Optimization Program initiated in fiscal 2021 (the “GBO 2 Program”), the prior Global Business Optimization Program which was initiated in fiscal 2019 (the “GBO Program”), the tdONE Program and the SYNNEX Merger.

The Apollo Merger

We incurred transaction costs related to the completion of the Apollo Merger, including professional services costs, stock-based compensation expense and personnel and other costs. Professional services costs are primarily comprised of legal expenses and tax and other consulting services. Stock-based compensation expense relates to charges associated with the accelerated vesting of restricted stock units and performance based restricted stock units pursuant to the terms of the Apollo Merger Agreement. Personnel and other costs are primarily comprised of retention costs.

Additionally, we recorded approximately $37 million of professional services costs during the one month ended July 31, 2020 related to services associated with start-up activities, specifically organization costs, as well as transaction costs related to the Merger, directed by Tiger Midco on behalf of Tiger Parent (AP) Corporation. The nature of these services included legal services, investment banking services and tax and other consulting services.

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Transaction costs related to the Apollo Merger are comprised of the following:

	Successor				Predecessor		Successor				Predecessor
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in millions)
Professional services costs	$	0.9	$	127.6	$	5.9	$	3.3	$	127.6	$	20.0
Stock-based compensation expense	—		20.1		—		—		20.1		—
Personnel and other costs	1.2		9.1		1.0		3.7		9.1		2.1
Total	$	2.1	$	156.8	$	6.9	$	7.0	$	156.8	$	22.1

GBO 2 Program

In conjunction with the completion of the Apollo Merger, in fiscal 2021 we began our GBO 2 Program. The GBO 2 Program includes investments that will optimize and standardize processes and apply data and analytics to be more agile in a rapidly evolving environment, increasing productivity, profitability and optimizing net-working capital. Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other professional services costs. Restructuring costs are comprised of severance costs and other associated exit costs, including certain consulting costs. Other professional services costs are primarily comprised of professional services fees unrelated to restructuring activities, including costs related to improving profitability and optimizing net-working capital. We have incurred cumulative acquisition, integration and restructuring expenses under the GBO 2 program of approximately $77 million through July 31, 2021. Our estimate of the total acquisition, integration and restructuring expenses under the GBO 2 program is $175 million to $200 million. The majority of the remaining costs are expected to be incurred through fiscal 2023.

Acquisition, integration and restructuring costs related to the GBO 2 Program are comprised of the following:

	Successor				Predecessor		Successor				Predecessor
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in millions)
Restructuring costs	$	7.2	$	2.0	$	0.9	$	16.9	$	2.0	$	0.9
Other professional services costs	(1.0)		2.8		3.0		9.3		2.8		3.0
Total	$	6.2	$	4.8	$	3.9	$	26.2	$	4.8	$	3.9

Restructuring costs related to the GBO 2 Program are comprised of the following:

	Successor				Predecessor		Successor				Predecessor		Cumulative<br><br><br>Amounts<br><br><br>Incurred to<br><br><br>Date
	Three months ended <br>July 31, 2021		One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Six months ended July 31, 2021		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in millions)
Severance costs	$	1.1	$	—	$	—	$	6.3	$	—	$	—	$	14.4
Other exit costs	6.1		2.0		0.9		10.6		2.0		0.9		27.5
Total	$	7.2	$	2.0	$	0.9	$	16.9	$	2.0	$	0.9	$	41.9

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GBO Program

In fiscal 2019, we began our GBO Program to increase investment in the Company’s strategic priorities and implement operational initiatives to drive productivity and enhance profitability. The restructuring costs primarily consist of severance costs, and also include other associated exit costs, including certain professional services costs. The GBO Program was completed during the quarter ended July 31, 2020.

Restructuring costs related to the GBO Program are comprised of the following:

	Successor		Predecessor		Successor		Predecessor		Cumulative<br><br><br>Amounts<br><br><br>Incurred to<br><br><br>Date
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020
(in millions)
Severance costs	$	1.0	$	0.4	$	1.0	$	1.8	$	41.2
Other exit costs	0.4		0.4		0.4		0.7		22.6
Total	$	1.4	$	0.8	$	1.4	$	2.5	$	63.8

tdONE Program

In fiscal 2021, we began our tdONE Program to simplify, standardize and synchronize our processes and systems in support of our global transformation initiative. Acquisition and integration costs related to the tdONE program include $1.7 million in professional services and $2.4 million in personnel and other costs for the three months ended July 31, 2021. Acquisition and integration costs related to the tdONE program include $6.1 million in professional services and $5.5 million in personnel and other costs for the six months ended July 31, 2021. Acquisition and integration costs related to the tdONE program include $1.3 million in professional services for the one month ended July 31, 2020. There were no tdONE costs incurred during the two or five months ended June 30, 2020.

SYNNEX Merger

During the three and six months ended July 31, 2021, we incurred transaction costs of $1.3 million and $3.5 million, respectively, related to the SYNNEX Merger, which are primarily comprised of professional services and transaction related costs.

LEGAL SETTLEMENTS AND OTHER LITIGATION, NET

During the two months ended June 30, 2020, we recorded a charge of $41.2 million in “legal settlements and other litigation, net” in the Consolidated Statement of Operations related to a legal matter in France (see Note 10 of Notes to Consolidated Financial Statements for further discussion).

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Adjusted EBITDA

Adjusted EBITDA is based on a defined term in our Asset Based Credit Agreement. Management believes that providing this additional information is useful to the reader to assess and understand our financial performance as compared with results from previous periods. However, analysis of results via this financial measure should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. Reported and adjusted EBITDA do not include, among other things, cash requirements for capital expenditures and working capital, or interest expense in relation to our debt facilities. Therefore, reported and adjusted EBITDA may have certain limitations in analyzing our financial results. Additionally, because these measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures reported by other companies.

CONSOLIDATED RESULTS - EBITDA

The following table provides an analysis of reported EBITDA and adjusted EBITDA on a consolidated basis for the one month ended July 31, 2020, the two months ended June 30, 2020 and the five months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor		Successor		Predecessor		Combined Predecessor/Successor
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Three months ended<br>July 31, 2020		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020		Six months ended<br>July 31, 2020
(in millions)
Net (loss) income	$	(108.0)	$	(33.9)	$	(141.9)	$	(108.0)	$	14.2	$	(93.8)
(Benefit) provision for income taxes	(21.0)		7.1		(13.9)		(21.0)		19.2		(1.8)
Interest expense	12.3		12.7		25.0		12.3		29.7		42.0
Other expense (income), net	0.4		(0.5)		(0.1)		0.4		8.4		8.8
Operating (loss) income	(116.3)		(14.6)		(130.9)		(116.3)		71.5		(44.8)
Depreciation and amortization	19.7		29.2		48.9		19.7		71.2		90.9
Reported EBITDA	$	(96.6)	$	14.6	$	(82.0)	$	(96.6)	$	142.7	$	46.1
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	(1.0)		2.0		1.0		(1.0)		4.7		3.7
Acquisition, integration and restructuring expenses ^(2)^	164.7		12.5		177.2		164.7		30.2		194.9
Human resources expenses ^(3)^	3.2		4.1		7.3		3.2		7.5		10.7
Stock-based and long term incentive compensation expense ^(4)^	0.5		5.5		6.0		0.5		13.3		13.8
Legal settlements and other litigation costs ^(5)^	0.5		43.0		43.5		0.5		46.2		46.7
Discontinued operations/facilities ^(6)^	—		—		—		—		0.1		0.1
Systems design, implementation or establishment costs ^(7)^	0.6		3.2		3.8		0.6		9.2		9.8
Public company costs ^(8)^	(0.3)		0.8		0.5		(0.3)		2.8		2.5
Purchase accounting adjustments ^(9)^	21.0		—		21.0		21.0		—		21.0
Management fees ^(10)^	0.7		—		0.7		0.7		—		0.7
Adjusted EBITDA	$	93.3	$	85.7	$	179.0	$	93.3	$	256.7	$	350.0

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The following table provides an analysis of reported EBITDA and adjusted EBITDA on a consolidated basis for the three and six months ended July 31, 2021 and 2020, as well as the twelve months ended July 31, 2021:

	Successor		Combined Predecessor/Successor		Successor		Combined Predecessor/Successor		Successor
	Three months ended July 31, 2021		Three months ended<br>July 31, 2020		Six months ended<br><br><br>July 31, 2021		Six months ended<br><br><br>July 31, 2020		Twelve months ended July 31, 2021
(in millions)
Net income (loss)	$	25.6	$	(141.9)	$	22.5	$	(93.8)	$	137.1
Provision (benefit) for income taxes	37.6		(13.9)		40.4		(1.8)		74.2
Interest expense	40.7		25.0		80.0		42.0		159.4
Other expense (income), net	3.7		(0.1)		6.4		8.8		11.2
Operating income (loss)	107.6		(130.9)		149.3		(44.8)		381.9
Depreciation and amortization	61.4		48.9		124.3		90.9		242.0
Reported EBITDA	$	169.0	$	(82.0)	$	273.6	$	46.1	$	623.9
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	1.7		1.0		5.6		3.7		9.3
Acquisition, integration and restructuring expenses ^(2)^	14.3		177.2		51.0		194.9		116.8
Human resources expenses ^(3)^	2.7		7.3		9.0		10.7		14.4
Stock-based and long term incentive compensation expense ^(4)^	6.6		6.0		17.0		13.8		33.6
Legal settlements and other litigation costs ^(5)^	5.2		43.5		3.9		46.7		5.4
Discontinued operations/facilities ^(6)^	(0.2)		—		(0.2)		0.1		(15.9)
Systems design, implementation or establishment costs ^(7)^	4.8		3.8		9.2		9.8		18.5
Public company costs ^(8)^	—		0.5		—		2.5		—
Purchase accounting adjustments ^(9)^	25.0		21.0		56.7		21.0		124.6
Management fees ^(10)^	2.3		0.7		4.6		0.7		8.7
Adjusted EBITDA	$	231.4	$	179.0	$	430.4	$	350.0	$	939.3
(1)	Gains or losses attributable to nonoperating or non-recurring items, such as gains on bargain purchases related to acquisitions, tax indemnifications, write-offs, recoveries, asset writedowns or reserve releases.
---	---
(2)	Costs primarily associated with the Apollo Merger, other acquisitions, our GBO Program, GBO 2 Program and tdONE Program.
---	---
(3)	Costs primarily related to severance and recruiting costs, including signing, retention and completion bonuses.
---	---
(4)	Costs associated with our stock-based and long term incentive compensation plans.
---	---
(5)	Costs primarily related to legal fees for various one-time matters, including an accrual for a legal matter in France, offset by settlement income related to certain litigation in the Americas.
---	---
(6)	The reversal of gains and losses associated with the sales of entities and facilities, and the removal of costs related to exited operations.
---	---
(7)	Costs primarily related to non-capitalizable fees, labor, travel and other setup costs related to the optimization of internal use software.
---	---
(8)	Costs of public company compliance, including, audit fees, SEC fees, legal support, and Board of Directors support.
---	---
(9)	Purchase accounting adjustments due to the Apollo Merger primarily related to certain consideration received from vendors.
---	---
(10)	Management fees payable to Apollo.
---	---

CONSOLIDATED COMMENTARY

•	The quarter to date increase in reported EBITDA is primarily due to a decrease in acquisition, integration and restructuring costs, a charge of $41 million in the prior year related to a legal matter in France, an increase in net sales volume and the impact of the mix of products sold.
•	The quarter to date increase in adjusted EBITDA is primarily due to an increase in net sales volume and the impact of the mix of products sold.
---	---
•	The year to date increase in reported EBITDA is primarily due to a decrease in acquisition, integration and restructuring costs, a charge of $41 million in the prior year related to a legal matter in France and an increase in net sales volume, partially offset by purchase accounting adjustments related to certain consideration received from vendors.
---	---
•	The year to date increase in adjusted EBITDA is primarily due to an increase in net sales volume.
---	---

Table of Contents

AMERICAS - EBITDA

The following table provides an analysis of reported EBITDA and adjusted EBITDA for the Americas region for the one month ended July 31, 2020, the two months ended June 30, 2020 and the five months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor		Successor		Predecessor		Combined Predecessor/Successor
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Three months ended<br><br><br>July 31, 2020		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020		Six months ended<br>July 31, 2020
(in millions)
Operating (loss) income	$	(122.3)	$	5.2	$	(117.1)	$	(122.3)	$	52.4	$	(69.9)
Depreciation and amortization	13.1		19.4		32.5		13.1		47.6		60.7
Reported EBITDA	$	(109.2)	$	24.6	$	(84.6)	$	(109.2)	$	100.0	$	(9.2)
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	(0.4)		0.6		0.2		(0.4)		4.2		3.8
Acquisition, integration and restructuring expenses ^(2)^	150.8		9.4		160.2		150.8		26.4		177.2
Human resources expenses ^(3)^	2.4		4.2		6.6		2.4		5.1		7.5
Stock-based and long term incentive compensation expense ^(4)^	0.2		2.5		2.7		0.2		6.1		6.3
Legal settlements and other litigation costs ^(5)^	—		—		—		—		—		—
Discontinued operations/facilities ^(6)^	—		—		—		—		0.1		0.1
Systems design, implementation or establishment costs ^(7)^	(1.3)		3.0		1.7		(1.3)		6.7		5.4
Public company costs ^(8)^	(0.3)		0.8		0.5		(0.3)		2.0		1.7
Purchase accounting adjustments ^(9)^	13.3		—		13.3		13.3		—		13.3
Management fees ^(10)^	0.7		—		0.7		0.7		—		0.7
Adjusted EBITDA	$	56.2	$	45.1	$	101.3	$	56.2	$	150.6	$	206.8

Table of Contents

The following table provides an analysis of reported EBITDA and adjusted EBITDA for the Americas region for the three and six months ended July 31, 2021 and 2020:

	Successor		Combined Predecessor/Successor		Successor		Combined Predecessor/Successor
	Three months ended July 31, 2021		Three months ended<br><br><br>July 31, 2020		Six months ended <br>July 31, 2021		Six months ended<br><br><br>July 31, 2020
(in millions)
Operating income (loss)	$	54.2	$	(117.1)	$	70.7	$	(69.9)
Depreciation and amortization	34.4		32.5		68.7		60.7
Reported EBITDA	$	88.6	$	(84.6)	$	139.4	$	(9.2)
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	1.6		0.2		4.1		3.8
Acquisition, integration and restructuring expenses ^(2)^	9.4		160.2		25.6		177.2
Human resources expenses ^(3)^	0.8		6.6		3.5		7.5
Stock-based and long term incentive compensation expense ^(4)^	4.5		2.7		11.2		6.3
Legal settlements and other litigation costs ^(5)^	—		—		(1.7)		—
Discontinued operations/facilities ^(6)^	(0.2)		—		(0.2)		0.1
Systems design, implementation or establishment costs ^(7)^	3.4		1.7		6.1		5.4
Public company costs ^(8)^	—		0.5		—		1.7
Purchase accounting adjustments ^(9)^	15.6		13.3		34.1		13.3
Management fees ^(10)^	2.3		0.7		4.6		0.7
Adjusted EBITDA	$	126.0	$	101.3	$	226.7	$	206.8
(1)	Gains or losses attributable to nonoperating or non-recurring items, such as tax indemnifications, write-offs, recoveries, asset writedowns or reserve releases.
---	---
(2)	Costs primarily associated with the Apollo Merger, other acquisitions, our GBO Program, GBO 2 Program and tdONE Program.
---	---
(3)	Costs primarily related to severance and recruiting costs, including signing, retention and completion bonuses.
---	---
(4)	Costs associated with our stock-based and long term incentive compensation plans.
---	---
(5)	Settlement income related to certain litigation.
---	---
(6)	The reversal of gains and losses associated with the sales of entities and facilities, and the removal of costs related to exited operations.
---	---
(7)	Costs primarily related to non-capitalizable fees, labor, travel and other setup costs related to the optimization of internal use software.
---	---
(8)	Costs of public company compliance, including, audit fees, SEC fees, legal support, and Board of Directors support.
---	---
(9)	Purchase accounting adjustments due to the Apollo Merger primarily related to certain consideration received from vendors.
---	---
(10)	Management fees payable to Apollo.
---	---

AMERICAS COMMENTARY

•	The quarter to date increase in reported EBITDA is primarily due to a decrease in acquisition, integration and restructuring costs and an increase in net sales volume.
•	The quarter to date increase in adjusted EBITDA is primarily due to an increase in net sales volume.
---	---
•	The year to date increase in reported EBITDA is primarily due to a decrease in acquisition, integration and restructuring costs and an increase in net sales volume, partially offset by purchase accounting adjustments related to certain consideration received from vendors and the impact of the mix of products sold.
---	---
•	The year to date increase in adjusted EBITDA is primarily due to an increase in net sales volume, partially offset by the impact of the mix of products sold.
---	---

Table of Contents

EUROPE - EBITDA

The following table provides an analysis of reported EBITDA and adjusted EBITDA for the Europe region for the one month ended July 31, 2020, the two months ended June 30, 2020 and the five months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor		Successor		Predecessor		Combined Predecessor/Successor
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Three months ended<br><br><br>July 31, 2020		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020		Six months ended<br>July 31, 2020
(in millions)
Operating income (loss)	$	5.6	$	(18.4)	$	(12.8)	$	5.6	$	24.1	$	29.7
Depreciation and amortization	6.2		8.6		14.8		6.2		20.5		26.7
Reported EBITDA	$	11.8	$	(9.8)	$	2.0	$	11.8	$	44.6	$	56.4
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	(0.4)		(0.1)		(0.5)		(0.4)		(0.6)		(1.0)
Acquisition, integration and restructuring expenses ^(2)^	11.8		2.5		14.3		11.8		2.2		14.0
Human resources expenses ^(3)^	0.4		(0.2)		0.2		0.4		1.8		2.2
Stock-based and long term incentive compensation expense ^(4)^	0.2		2.7		2.9		0.2		6.5		6.7
Legal settlements and other litigation costs ^(5)^	0.3		42.0		42.3		0.3		43.3		43.6
Systems design, implementation or establishment costs ^(6)^	1.9		0.2		2.1		1.9		2.5		4.4
Public company costs ^(7)^	—		—		—		—		0.8		0.8
Purchase accounting adjustments ^(8)^	7.7		—		7.7		7.7		—		7.7
Adjusted EBITDA	$	33.7	$	37.3	$	71.0	$	33.7	$	101.1	$	134.8

Table of Contents

The following table provides an analysis of reported EBITDA and adjusted EBITDA for the Europe region for the three and six months ended July 31, 2021 and 2020:

	Successor		Combined Predecessor/Successor		Successor		Combined Predecessor/Successor
	Three months ended July 31, 2021		Three months ended<br><br><br>July 31, 2020		Six months ended <br>July 31, 2021		Six months ended<br><br><br>July 31, 2020
(in millions)
Operating income (loss)	$	47.6	$	(12.8)	$	76.8	$	29.7
Depreciation and amortization	25.5		14.8		52.5		26.7
Reported EBITDA	$	73.1	$	2.0	$	129.3	$	56.4
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	(0.1)		(0.5)		(0.8)		(1.0)
Acquisition, integration and restructuring expenses ^(2)^	3.5		14.3		20.3		14.0
Human resources expenses ^(3)^	1.7		0.2		4.9		2.2
Stock-based and long term incentive compensation expense ^(4)^	2.0		2.9		5.2		6.7
Legal settlements and other litigation costs ^(5)^	5.2		42.3		5.3		43.6
Systems design, implementation or establishment costs ^(6)^	1.4		2.1		3.1		4.4
Public company costs ^(7)^	—		—		—		0.8
Purchase accounting adjustments ^(8)^	9.4		7.7		22.6		7.7
Adjusted EBITDA	$	96.2	$	71.0	$	189.9	$	134.8
(1)	Gains or losses attributable to nonoperating or non-recurring items, such as tax indemnifications, write-offs, recoveries, asset writedowns or reserve releases.
---	---
(2)	Costs primarily associated with the Apollo Merger, other acquisitions, our GBO Program, GBO 2 Program and tdONE Program.
---	---
(3)	Costs primarily related to severance and recruiting costs, including signing, retention and completion bonuses.
---	---
(4)	Costs associated with our stock-based and long term incentive compensation plans.
---	---
(5)	Costs primarily related to legal fees for various one-time matters, including an accrual for a legal matter in France.
---	---
(6)	Costs primarily related to non-capitalizable fees, labor, travel and other setup costs related to the optimization of internal use software.
---	---
(7)	Costs of public company compliance, including, audit fees, SEC fees, legal support, and Board of Directors support.
---	---
(8)	Purchase accounting adjustments due to the Apollo Merger primarily related to certain consideration received from vendors.
---	---

EUROPE COMMENTARY

•	The quarter to date increase in reported EBITDA is primarily due to a charge of $41 million in the prior year related to a legal matter in France, the impact of the mix of products sold and a decrease in acquisition, integration and restructuring costs.
•	The quarter to date increase in adjusted EBITDA is primarily due to the impact of the mix of products sold.
---	---
•	The year to date increase in reported EBITDA is primarily due to a charge of $41 million in the prior year related to a legal matter in France, an increase in net sales volume and the impact of the mix of products sold, partially offset by the impact of purchase accounting adjustments related to certain consideration received from vendors.
---	---
•	The year to date increase in adjusted EBITDA is primarily due to an increase in net sales volume and the impact of the mix of products sold.
---	---

Table of Contents

ASIA-PACIFIC - EBITDA

The following table provides an analysis of reported EBITDA and adjusted EBITDA for the Asia-Pacific region for the one month ended July 31, 2020, the two months ended June 30, 2020 and the five months ended June 30, 2020:

	Successor		Predecessor		Combined Predecessor/Successor		Successor		Predecessor		Combined Predecessor/Successor
	One month ended <br>July 31, 2020		Two months ended <br>June 30, 2020		Three months ended<br><br><br>July 31, 2020		One month ended <br>July 31, 2020		Five months ended <br>June 30, 2020		Six months ended<br>July 31, 2020
(in millions)
Operating income (loss)	$	0.4	$	(1.4)	$	(1.0)	$	0.4	$	(5.0)	$	(4.6)
Depreciation and amortization	0.4		1.2		1.6		0.4		3.1		3.5
Reported EBITDA	$	0.8	$	(0.2)	$	0.6	$	0.8	$	(1.9)	$	(1.1)
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	(0.2)		1.5		1.3		(0.2)		1.1		0.9
Acquisition, integration and restructuring expenses ^(2)^	2.1		0.6		2.7		2.1		1.6		3.7
Human resources expenses ^(3)^	0.4		0.1		0.5		0.4		0.6		1.0
Stock-based and long term incentive compensation expense ^(4)^	0.1		0.3		0.4		0.1		0.7		0.8
Legal settlements and other litigation costs ^(5)^	0.2		1.0		1.2		0.2		2.9		3.1
Adjusted EBITDA	$	3.4	$	3.3	$	6.7	$	3.4	$	5.0	$	8.4

The following table provides an analysis of reported EBITDA and adjusted EBITDA for the Asia-Pacific for the three and six months ended July 31, 2021 and 2020:

	Successor		Combined Predecessor/Successor		Successor		Combined Predecessor/Successor
	Three months ended July 31, 2021		Three months ended<br><br><br>July 31, 2020		Six months ended <br>July 31, 2021		Six months ended<br><br><br>July 31, 2020
(in millions)
Operating income (loss)	$	5.8	$	(1.0)	$	1.8	$	(4.6)
Depreciation and amortization	1.5		1.6		3.1		3.5
Reported EBITDA	$	7.3	$	0.6	$	4.9	$	(1.1)
Adjustments
Extraordinary, nonrecurring or unusual items ^(1)^	0.2		1.3		2.3		0.9
Acquisition, integration and restructuring expenses ^(2)^	1.4		2.7		5.1		3.7
Human resources expenses ^(3)^	0.2		0.5		0.6		1.0
Stock-based and long term incentive compensation expense ^(4)^	0.1		0.4		0.6		0.8
Legal settlements and other litigation costs ^(5)^	—		1.2		0.3		3.1
Adjusted EBITDA	$	9.2	$	6.7	$	13.8	$	8.4
(1)	Gains or losses attributable to nonoperating or non-recurring items, such as gains on bargain purchases related to acquisitions, tax indemnifications, write-offs, recoveries, asset writedowns or reserve releases.
---	---
(2)	Costs primarily associated with the Apollo Merger, other acquisitions, our GBO Program, GBO 2 Program and tdONE Program.
---	---
(3)	Costs primarily related to severance and recruiting costs, including signing, retention and completion bonuses.
---	---
(4)	Costs associated with our stock-based and long term incentive compensation plans.
---	---
(5)	Costs primarily related to legal fees for various one-time matters.
---	---

Table of Contents

ASIA-PACIFIC COMMENTARY

•	The quarter to date increase in reported EBITDA is primarily due to the impact of the acquisition of Innovix and a decrease in acquisition, integration and restructuring costs.
•	The quarter to date increase in adjusted EBITDA is primarily due to the impact of the acquisition of Innovix.
---	---
•	The year to date increase in reported EBITDA and adjusted EBITDA is primarily due to the impact of the acquisition of Innovix.
---	---

Table of Contents

INTEREST EXPENSE

QUARTERLY RESULTS

The following table presents our interest expense for the one month ended July 31, 2020 and the two months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
	One month ended<br><br><br>July 31, 2020			Two months ended<br><br><br>June 30, 2020			Three months ended<br><br><br>July 31, 2020
(in millions)
Interest expense	$	12.3		$	12.7		$	25.0
Percentage of net sales	0.40		%	0.24		%	0.30		%

The following table presents a comparison of our interest expense for the three months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor			Change
	Three months ended<br><br><br>July 31, 2021			Three months ended<br><br><br>July 31, 2020
(in millions)
Interest expense	$	40.7		$	25.0		$	15.7
Percentage of net sales	0.44		%	0.30		%	14 bps

The increase in interest expense of $15.7 million in the second quarter of fiscal 2022 compared to the second quarter of fiscal 2021 is primarily due to borrowings under the Asset Based Credit Agreement in conjunction with the Apollo Merger (see Note 4 of Notes to Consolidated Financial Statements for further discussion).

YEAR TO DATE RESULTS

The following table presents our interest expense for the one month ended July 31, 2020 and the five months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
	One month ended<br><br><br>July 31, 2020			Five months ended<br><br><br>June 30, 2020			Six months ended<br><br><br>July 31, 2020
(in millions)
Interest expense	$	12.3		$	29.7		$	42.0
Percentage of net sales	0.40		%	0.22		%	0.26		%

The following table presents a comparison of our interest expense for the six months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor
	Six months ended<br><br><br>July 31, 2021			Six months ended<br><br><br>July 31, 2020			Change
(in millions)
Interest expense	$	80.0		$	42.0		$	38.0
Percentage of net sales	0.43		%	0.26		%	17 bps

Table of Contents

The increase in interest expense of $38.0 million in the first semester of fiscal 2022 compared to the first semester of fiscal 2021 is primarily due to borrowings under the Asset Based Credit Agreement in conjunction with the Apollo Merger (see Note 4 of Notes to Consolidated Financial Statements for further discussion).

OTHER EXPENSE (INCOME), NET

QUARTERLY RESULTS

The following table presents our other expense (income) for the one month ended July 31, 2020 and the two months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
	One month ended<br><br><br>July 31, 2020			Two months ended<br><br><br>June 30, 2020			Three months ended<br><br><br>July 31, 2020
(in millions)
Other expense (income), net	$	0.3		$	(0.5)		$	(0.2)
Percentage of net sales	0.02		%	(0.01)		%	—		%

The following table presents a comparison of our other expense (income) for the three months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor
	Three months ended<br><br><br>July 31, 2021			Three months ended<br><br><br>July 31, 2020			Change
(in millions)
Other expense (income), net	$	3.7		$	(0.2)		$	3.9
Percentage of net sales	0.05		%	—		%	5 bps

"Other expense (income), net," consists primarily of discounts on the sale of accounts receivable, net foreign currency exchange gains and losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions, interest income and gains and losses on the investments that were contained within life insurance policies used to fund our nonqualified deferred compensation plan. The change in other expense (income), net, in the second quarter of fiscal 2022 compared to the second quarter of the prior year is primarily due to a gain in the prior year in the fair value of investments contained within life insurance policies and higher discount fees on the sale of accounts receivable.

YEAR TO DATE RESULTS

The following table presents our other expense, net for the one month ended July 31, 2020 and the five months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
	One month ended<br><br><br>July 31, 2020			Five months ended<br><br><br>June 30, 2020			Six months ended<br><br><br>July 31, 2020
(in millions)
Other expense, net	$	0.3		$	8.4		$	8.7
Percentage of net sales	0.02		%	0.07		%	0.05		%

Table of Contents

The following table presents a comparison of our other expense, net for the six months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor
	Six months ended<br><br><br>July 31, 2021			Six months ended<br><br><br>July 31, 2020			Change
(in millions)
Other expense, net	$	6.5		$	8.7		$	(2.2)
Percentage of net sales	0.03		%	0.05		%	(2) bps

The change in other expense (income), net in the first semester of fiscal 2022 compared to the first semester of the prior year is primarily due to a decrease in hedging costs.

PROVISION FOR INCOME TAXES

QUARTERLY RESULTS

The following table provides a comparison of our (benefit) provision for income taxes and our effective tax rate for the one month ended July 31, 2020 and the two months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
(in millions)	One month ended<br><br><br>July 31, 2020			Two months ended<br><br><br>June 30, 2020			Three months ended<br><br><br>July 31, 2020
(Benefit) provision for income taxes	$	(21.0)		$	7.1		$	(13.9)
Effective tax rate	16.3		%	(26.7)		%	8.9		%

The following table provides a comparison of our provision (benefit) for income taxes and our effective tax rate for the three months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor
(in millions)	Three months ended<br><br><br>July 31, 2021			Three months ended<br><br><br>July 31, 2020
Provision (benefit) for income taxes	$	37.6		$	(13.9)
Effective tax rate	59.5		%	8.9		%

The change in both the provision for income taxes and the effective tax rate for the three months ended July 31, 2021, as compared to the prior year period is primarily due to income tax expense of $23.3 million for the three months ended July 31, 2021 related to the remeasurement of deferred tax liabilities in the United Kingdom due to a change in the statutory income tax rate. The increase in the provision for income taxes for the three months ended July 31, 2021 was also due to an increase in taxable earnings.

YEAR TO DATE RESULTS

The following table provides a comparison of our (benefit) provision for income taxes and our effective tax rate for the one month ended July 31, 2020 and the five months ended June 30, 2020:

	Successor			Predecessor			Combined Predecessor/Successor
(in millions)	One month ended<br><br><br>July 31, 2020			Five months ended<br><br><br>June 30, 2020			Six months ended<br><br><br>July 31, 2020
(Benefit) provision for income taxes	$	(21.0)		$	19.2		$	(1.8)
Effective tax rate	16.3		%	57.4		%	1.9		%

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The following table provides a comparison of our provision for income taxes and our effective tax rate for the six months ended July 31, 2021 and 2020:

	Successor			Combined Predecessor/Successor
(in millions)	Six months ended<br><br><br>July 31, 2021			Six months ended<br><br><br>July 31, 2020
Provision for income taxes	$	40.4		$	(1.8)
Effective tax rate	64.2		%	1.9		%

The change in both the provision for income taxes and the effective tax rate for the six months ended July 31, 2021, as compared to the prior year, is primarily due to income tax expense of $23.3 million for the six months ended July 31, 2021 related to the remeasurement of deferred tax liabilities in the United Kingdom due to a change in the statutory income tax rate. The increase in the provision for income taxes for the six months ended July 31, 2021 was also due to an increase in taxable earnings.

LIQUIDITY AND CAPITAL RESOURCES

Our discussion of liquidity and capital resources includes an analysis of our cash flows and capital structure for all periods presented.

As a distribution company, our business requires significant investment in working capital, particularly accounts receivable and inventory, partially financed through our accounts payable to vendors. An important driver of our operating cash flows is our cash conversion cycle (also referred to as “net cash days”). Our net cash days are defined as days of sales outstanding in accounts receivable ("DSO") plus days of supply on hand in inventory ("DOS"), less days of purchases outstanding in accounts payable ("DPO"). The following tables present the components of our cash conversion cycle, in days, as of July 31, 2021 and 2020, and January 31, 2021 and 2020:

	Successor			Successor	Predecessor
	July 31, 2021	January 31, 2021		July 31, 2020	January 31, 2020
DSO	53	52	DSO	61	54
DOS	31	24	DOS	33	29
DPO	(68)	(70)	DPO	(80)	(68)
Net cash days	16	6	Net cash days	14	15

Table of Contents

CASH FLOWS

The following table summarizes our Consolidated Statement of Cash Flows:

	Successor		Predecessor		Combined Predecessor/Successor
	One month ended<br><br><br>July 31, 2020		Five months ended<br><br><br>June 31, 2020		Six months ended<br><br><br>July 31, 2020
(in millions)
Net cash provided by (used in):
Operating activities	$	94.8	$	332.7	$	427.5
Investing activities	(5,241.3)		16.4		(5,224.9)
Financing activities	4,479.7		(16.8)		4,462.9
Effect of exchange rate changes on cash and cash equivalents	52.6		18.5		71.1
Net (decrease) increase in cash and cash equivalents	$	(614.2)	$	350.8	$	(263.4)
	Successor		Combined Predecessor/Successor
---	---	---	---	---
	Six months ended<br><br><br>July 31, 2021		Six months ended<br><br><br>July 31, 2020
(in millions)
Net cash (used in) provided by:
Operating activities	$	(626.5)	$	427.5
Investing activities	(71.8)		(5,224.9)
Financing activities	195.0		4,462.9
Effect of exchange rate changes on cash and cash equivalents	(22.1)		71.1
Net decrease in cash and cash equivalents	$	(525.4)	$	(263.4)

The change in cash (used in) provided by operating activities of approximately $1.1 billion is primarily due to the impact of lower net working capital as of January 31, 2021, including the timing of payments to vendors. The decrease in cash flows used in investing activities of $5.2 billion is primarily due to cash outlays in the prior year resulting from the Apollo Merger transaction (see Note 2 of Notes to Consolidated Financial Statements for further discussion). The decrease in cash flows provided by financing activities of $4.3 billion is primarily due to prior year activity including a $3.7 billion contribution from Parent at the time of the Apollo Merger, $2.0 billion of borrowings under the Asset Based Credit Agreement (see Note 4 of Notes to Consolidated Financial Statements for further discussion) and the extinguishment of certain of our Senior Notes of approximately $0.8 billion and our prior term loan of approximately $0.3 billion in conjunction with the Apollo Merger.

Table of Contents

CAPITAL RESOURCES AND DEBT COMPLIANCE

As part of our capital structure and to provide us with significant liquidity, we have a diverse range of financing facilities across our geographic regions with various financial institutions. Also providing us liquidity are our cash and cash equivalents balances across our regions which are deposited and/or invested with various financial institutions. We are exposed to risk of loss on funds deposited with these financial institutions; however, we monitor our financing and depository financial institution partners regularly for credit quality. Our liquidity is subject to many factors, including the potential impact of the COVID-19 pandemic on financial markets; however, we believe that our existing sources of liquidity, including our financing facilities, trade credit from vendors, cash resources, as well as cash expected to be provided by operating activities will be sufficient to meet our working capital needs and cash requirements for at least the next 12 months.

We currently have sufficient resources, cash flows and liquidity within the U.S. to fund current and expected future working capital requirements. However, during fiscal 2021 we were able to repatriate foreign cash, along with the majority of our remaining foreign earnings which have been previously taxed, with minimal additional tax consequences. We plan to continue reinvesting future foreign earnings indefinitely outside the U.S. Any future remittances of foreign cash could be subject to additional foreign withholding tax, U.S. state taxes and certain tax impacts relating to foreign currency exchange effects.

For a discussion of our various financing arrangements, refer to Note 4 of Notes to Consolidated Financial Statements.

Accounts receivable purchase agreements

We have uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, we may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which we use as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables, which may be impacted by the COVID-19 pandemic. In addition, certain of these agreements also require that we continue to service, administer and collect the sold accounts receivable. At July 31, 2021 and January 31, 2021, we had a total of $751.7 million and $691.9 million, respectively, of accounts receivable sold to and held by financial institutions under these agreements.  During the three months ended July 31, 2021, the one month ended July 31, 2020 and two months ended June 30, 2020, the discount fees recorded under these facilities were $3.4 million, $0.9 million and $1.3 million, respectively. During the six months ended July 31, 2021, the one month ended July 31, 2020 and the five months ended June 30, 2020, the discount fees recorded under these facilities were $5.9 million, $0.9 million and $4.4 million, respectively. These discount fees are included as a component of "other expense (income), net" in the Consolidated Statement of Operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to the critical accounting policies and estimates disclosed in our Annual Report for the year ended January 31, 2021.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 of Notes to Consolidated Financial Statements for the discussion on recent accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk

For a description of the Company’s market risks, see “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report for the fiscal year ended January 31, 2021.

No material changes have occurred in our market risks since January 31, 2021.

54

snx-ex992_9.htm

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On March 22, 2021, SYNNEX Corporation (“SYNNEX”), Spire Sub I, Inc., Spire Sub II, LLC, and Tiger Parent (AP) Corporation ("Tiger Parent"), which was the parent corporation of Tech Data Corporation (“Tech Data”), entered into an agreement and plan of merger (the "Merger Agreement"). On September 1, 2021, pursuant to the terms and conditions of the Merger Agreement, Spire Sub I merged with and into Tiger Parent, with the resulting company surviving the initial merger as a wholly owned subsidiary of TD SYNNEX Corporation, followed immediately by the merger of this combined corporation with and into Spire Sub II, LLC. Upon the closing of the transaction, this surviving company became a wholly owned subsidiary of TD SYNNEX Corporation (the “Merger”). References to "SYNNEX" refer to SYNNEX Corporation prior to the Merger and references to "TD SYNNEX" refer to the combined company, or TD SYNNEX Corporation, subsequent to the Merger.

The unaudited pro forma condensed combined financial information is based on and has been derived from the continuing operations of the historical consolidated financial statements of SYNNEX and Tiger Parent. The unaudited pro forma condensed combined financial statements are prepared as a business combination and SYNNEX has been treated as the acquirer in the Merger for accounting purposes. The unaudited pro forma condensed combined statements of operations give effect to the Merger and financing and re-financing transactions (the “Transactions”) as if they had occurred on December 1, 2019, and the unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had occurred on August 31, 2021.

The SYNNEX column in the unaudited pro forma condensed combined statement of operations for the fiscal year ended November 30, 2020 was derived from the consolidated statement of operations included elsewhere in SYNNEX’ public reports, but excluding the Concentrix business that was separated from SYNNEX pursuant to the separation of its customer experience services business (the “Separation”). The Tiger Parent column in the unaudited pro forma condensed combined statement of operations for the twelve months ended January 31, 2021 was derived by combining the predecessor consolidated statement of operations for the period from February 1, 2020 to June 30, 2020 with the successor consolidated statement of operations for the period from July 1, 2020 to January 31, 2021, all of which are included elsewhere in the periodic reports filed by SYNNEX. The SYNNEX column in the unaudited pro forma condensed combined statement of operations for the nine months ended August 31, 2021 was derived from the interim consolidated statement of operations included elsewhere in SYNNEX’ public reports. The Tiger Parent column in the unaudited pro forma condensed combined statement of operations for the nine months ended July 31, 2021 was derived from the unaudited successor consolidated statement of operations for the six months ended July 31, 2021 included elsewhere in this current report filed by TD SYNNEX and the successor results of operations for the three months ended January 31, 2021.

Prior to the Merger, SYNNEX and Tiger Parent had different fiscal years. SYNNEX’ fiscal year ended on November 30, whereas Tiger Parent’s fiscal year ended on January 31. The combined company operates with a fiscal year ended on November 30. The unaudited pro forma condensed combined balance sheet and statements of operations have been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of August 31, 2021 combines SYNNEX’ balance sheet as of August 31, 2021 with the Tiger Parent balance sheet as of July 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended November 30, 2020 combines continuing operations for the year ended November 30, 2020 for SYNNEX and the combined predecessor and successor operations for the twelve months ended January 31, 2021 for Tiger Parent. The unaudited pro forma condensed combined statement of operations for the nine months ended August 31, 2021 combines continuing operations for the nine months ended August 31, 2021 for SYNNEX and the successor results of operations for the nine months ended July 31, 2021 for Tiger Parent.

As of the date of this current report, TD SYNNEX has not completed the detailed valuation studies necessary to arrive at final estimates of the fair market value of Tiger Parent’s assets acquired and the liabilities assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Tiger Parent to TD SYNNEX’ accounting policies. Based on information currently available, TD SYNNEX has made certain adjustments to the historical book values of the assets and liabilities of Tiger Parent to reflect preliminary estimates of fair values necessary to prepare the unaudited pro forma condensed combined financial information, with the excess of the purchase price over the adjusted historical net assets of Tiger Parent recorded as goodwill. Actual results may differ from unaudited pro forma condensed combined financial information provided herein once TD SYNNEX has

completed the valuation studies necessary to finalize the required purchase price allocations and has identified any additional conforming accounting policy changes for Tiger Parent. There can be no assurance that such finalization will not result in material changes. The unaudited pro forma condensed combined statements of operations have been prepared to reflect adjustments to SYNNEX’ historical consolidated financial information that are (i) directly attributable to the acquisition of Tiger Parent, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the operating results of the combined company.

The unaudited pro forma condensed combined financial information has been prepared by TD SYNNEX in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, “Amendments to Financial Disclosures About Acquired and Disposed Businesses,” as adopted by the SEC on May 21, 2020 (“Article 11”). The pro forma financial information, based on various adjustments and assumptions, is provided for illustrative purposes only and is not necessarily indicative of what TD SYNNEX’ consolidated statements of operations or consolidated balance sheet actually would have been had the Transactions been completed as of the dates presented or will be for any future periods.

The unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of TD SYNNEX following the completion of the Transactions and does not include the realization of cost savings from operating efficiencies, revenue synergies or other integration costs expected to result from the Transactions. The pro forma financial information does not include adjustments to reflect any potential synergies or dis-synergies cost in connection with the Transactions. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

TD SYNNEX Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet

As of August 31, 2021

(currency and share amounts in thousands, except per share amounts)

	Historical
	August 31, 2021			July 31, 2021		Pro forma				Pro forma
	SYNNEX			Tiger Parent		adjustments			Note	combined			Note
ASSETS
Current assets:
Cash and cash equivalents	$	4,050,364		$	307,540	$	(3,787,120	)	5A	$	570,784
Accounts receivable, net		2,229,640			5,418,592		—				7,648,232
Receivables from vendors, net		262,147			—		683,611		5D		945,758
Inventories		2,866,212			2,956,048		—				5,822,260
Other current assets		195,058			367,523		—				562,581
Total current assets		9,603,421			9,049,703		(3,103,510	)			15,549,614
Property and equipment, net		152,293			156,776		187,894		5D		496,963
Goodwill		425,100			1,531,577		4,009,248		5B		5,965,925
Intangible assets, net		158,397			2,882,771		(187,894	)	5D		2,853,274		5C
Deferred tax assets		40,134			—		8,185		5D		48,319
Other assets, net		127,636			533,606		(8,185	)	5D		601,492
							(51,565	)	4
Total assets	$	10,506,980		$	14,154,433	$	854,173			$	25,515,586
LIABILITIES AND EQUITY
Current liabilities:
Borrowings, current		8,737			419,395		(345,510	)	5A		82,622
Accounts payable		3,222,284			6,497,364		683,611		5D		10,403,259
Other accrued liabilities		752,242			1,106,632		(15,695	)	5A		1,843,179
Income taxes payable		24,131			—		(17,808	)	5E, 5I		6,323
Total current liabilities		4,007,393			8,023,391		304,597				12,335,381
Long-term borrowings		4,016,449			2,112,019		(2,214,682	)	5A		4,024,391
							107,686		4
							2,919		5A
Other long-term liabilities		130,917			964,720		(536,309	)	5D		559,328
Deferred tax liabilities		13,931			—		536,309		5D		729,410
							179,900		5F
							(730	)	5A
Total liabilities		8,168,690			11,100,130		(1,620,310	)			17,648,510
Stockholders’ equity:
Common stock		54			—		44		3		98
Additional paid-in capital		1,615,688			2,758,093		(2,758,093	)	5G		7,230,044
							5,614,356		3
Treasury stock		(192,316	)		—		—				(192,316	)
Accumulated other comprehensive income (loss)		(156,778	)		267,205		(267,205	)	5G		(156,778	)
Retained earnings		1,071,642			29,005		(29,005	)	5G		986,028
							(52,500	)	5E
							(30,925	)	5I
							(2,189	)	5A
Total stockholders' equity		2,338,290			3,054,303		2,474,483				7,867,076
Total liabilities and equity	$	10,506,980		$	14,154,433	$	854,173			$	25,515,586

(amounts may not add due to rounding)

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.

TD SYNNEX Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended August 31, 2021

(currency and share amounts in thousands, except per share amounts)

	Historical
	Nine months ended
	August 31, 2021			July 31, 2021			Pro forma				Pro forma
	SYNNEX			Tiger Parent			adjustments			Note	combined			Note
Revenue	$	16,002,904		$	29,550,538		$	—			$	45,553,442
Cost of revenue		(15,056,539	)		(27,784,739	)		—				(42,841,278	)
Gross profit		946,365			1,765,799			—				2,712,164
Selling, general and administrative expenses		(508,511	)		(1,486,969	)		6,649		5H		(1,988,831	)
Gain on bargain purchase		—			1,957			—				1,957
Operating income		437,853			280,787			6,649				725,289
Interest expense and finance charges, net		(71,766	)		(119,943	)		73,688		5I		(118,021	)
Other income (expense), net		2,707			(9,596	)		—				(6,889	)
Income from continuing operations before income taxes		368,794			151,248			80,337				600,379
Provision for income taxes		(93,165	)		(63,964	)		(20,084	)	5J		(177,213	)
Income from continuing operations	$	275,628		$	87,284		$	60,253			$	423,165
Earnings per common share from continuing operations:
Basic	$	5.32									$	4.42		5K
Diluted	$	5.27									$	4.39		5K
Weighted-average common shares outstanding:
Basic		51,204						44,000		5K		95,204
Diluted		51,679						44,000		5K		95,679

(amounts may not add due to rounding)

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.

TD SYNNEX Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Twelve Months Ended November 30, 2020

(currency and share amounts in thousands, except per share amounts)

	Historical
	Twelve months ended
	November 30, 2020			January 31, 2021<br><br><br>Tiger Parent<br><br><br>(Combined<br><br><br>Predecessor<br><br><br>and			Pro forma				Pro forma
	SYNNEX			Successor)			adjustments			Note	combined			Note
Revenue	$	19,977,150		$	36,372,614		$	—			$	56,349,764
Cost of revenue		(18,783,292	)		(34,181,277	)		—				(52,964,569	)
Gross profit		1,193,858			2,191,337			—				3,385,195
Selling, general and administrative expenses		(672,516	)		(2,033,805	)		(24,639	)	5C		(2,730,960	)
								(60,000	)	5E		(60,000	)
								4,754		5H		4,754
Gain on bargain purchase		—			30,194			—				30,194
Operating income		521,342			187,726			(79,885	)			629,183
Interest expense and finance charges, net		(79,023	)		(121,424	)		12,830		5I		(187,617	)
Other income (expense), net		(6,172	)		(13,497	)		(2,919	)	5A		(22,588	)
Income from continuing operations before income taxes		436,146			52,805			(69,974	)			418,977
Provision for income taxes		(101,609	)		(32,041	)		9,994		5J		(123,656	)
Income from continuing operations	$	334,538		$	20,764		$	(59,981	)		$	295,321
Earnings per common share from continuing operations:
Basic	$	6.50									$	3.09		5K
Diluted	$	6.46									$	3.08		5K
Weighted-average common shares outstanding:
Basic		50,900						44,000		5K		94,900
Diluted		51,237						44,000		5K		95,237

(amounts may not add due to rounding)

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.

NOTES TO THE TD SYNNEX UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(except for per share amounts and as otherwise stated, currency and share amounts in thousands)

(amounts may not add or compute due to rounding)

Note 1. Description of the Transaction

On March 22, 2021, SYNNEX, Spire Sub I, Inc., Spire Sub II, LLC, and Tiger Parent entered into the Merger Agreement. On September 1, 2021, pursuant to the terms and conditions of the Merger Agreement, Spire Sub I merged with and into Tiger Parent, with the resulting company surviving the initial merger as a wholly owned subsidiary of TD SYNNEX, followed immediately by the merger of this combined corporation with and into Spire Sub II, LLC. Upon the closing of the transaction, this surviving company  became a wholly owned subsidiary of TD SYNNEX. References to "SYNNEX" refer to SYNNEX Corporation prior to the Merger and references to "TD SYNNEX" refer to the combined company, or TD SYNNEX Corporation, subsequent to the Merger.

On June 30, 2020, affiliates of certain funds managed by affiliates of Apollo Global Management Inc. (“Apollo”) acquired Tiger Parent. Upon completion of the Merger, Apollo, the sole stockholder that previously owned Tiger Parent, received (1) $1,610,000 in cash plus (2) 44,000 shares of common stock of SYNNEX.

The aggregate purchase consideration in the Merger is based on the closing price of SYNNEX common stock on September 1, 2021 and cash consideration aggregating to $7,224,400 (see Note 3).

To finance the Merger and repay certain indebtedness, SYNNEX obtained long-term term financing commitments of $7,500,000 in the aggregate (see Note 5A).

Note 2. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of SYNNEX and Tiger Parent, but excluding the Concentrix business unit that was separated from SYNNEX pursuant to the Separation. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the acquisition method, and SYNNEX has been treated as the acquirer for accounting purposes. The unaudited pro forma condensed combined statements of operations have been prepared as if SYNNEX’ acquisition of Tiger Parent had been completed on December 1, 2019, and the unaudited pro forma condensed combined balance sheet has been prepared as if SYNNEX’ acquisition of Tiger Parent had been completed on August 31, 2021.

As of the date of this current report, TD SYNNEX has not completed the detailed valuation studies necessary to arrive at the final estimates of the fair value of the Tiger Parent assets acquired, the liabilities assumed and the related allocations of purchase price. As indicated in Note 5 to the unaudited pro forma condensed combined financial statements, TD SYNNEX has made certain adjustments to the historical book values of the assets and liabilities of Tiger Parent to reflect preliminary estimates of fair value necessary to prepare the unaudited pro forma condensed combined financial statements, with the excess of the purchase price over the adjusted historical net assets of Tiger Parent, recorded as goodwill. Actual results may differ from these unaudited pro forma condensed combined financial statements once TD SYNNEX has completed the valuation studies necessary to finalize the required purchase price allocations and identified any additional conforming accounting policy changes for Tiger Parent. There can be no assurance that such finalization will not result in material changes.

The unaudited pro forma condensed combined statements of operations have been prepared to reflect adjustments to SYNNEX’ historical consolidated financial information that are (i) directly attributable to the acquisition of Tiger Parent, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the operating results of the combined company.

The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies or costs for the integration of SYNNEX' and Tiger Parent’s operations. The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations of TD SYNNEX would have been had the Merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated

financial position. Although TD SYNNEX projects that significant cost savings will result from the Merger, there can be no assurance that these cost savings will be achieved. Any restructuring or integration costs will be expensed in the appropriate accounting periods.

Accounting Periods Presented

Prior to the Merger, SYNNEX and Tiger Parent had different fiscal years. SYNNEX’ fiscal year ended on November 30, whereas Tiger Parent’s fiscal year ended on January 31. The combined company operates with a fiscal year ended on November 30. The unaudited pro forma condensed combined balance sheet and statements of operations have been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of August 31, 2021 is presented as if the acquisition and issuance of SYNNEX common stock to the Tiger Parent stockholder had occurred on August 31, 2021 and combines SYNNEX’ balance sheet as of August 31, 2021 with Tiger Parent's balance sheet as of July 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended November 30, 2020 combines the historical results from continuing operations of SYNNEX for the year ended November 30, 2020 and the combined historical results of Tiger Parent predecessor and successor entities for the twelve months ended January 31, 2021. The unaudited pro forma condensed combined statement of operations for the nine months ended August 31, 2021 combines continuing operations for the nine months ended August 31, 2021 for SYNNEX and the successor results of operations for the nine months ended July 31, 2021 for Tiger Parent.

Conforming Accounting Policies

Certain reclassifications have been made to Tiger Parent’s historical financial statements to conform to the presentation used in SYNNEX’ historical financial information. Such reclassifications had no effect on Tiger Parent’s previously reported financial position or results of operations. The pro forma financial data may not reflect all reclassifications necessary to conform Tiger Parent’s presentation to that of SYNNEX as TD SYNNEX has not completed its review of Tiger Parent’s accounting policies to be conformed. As a result of that review, TD SYNNEX may identify differences between the accounting policies of the companies that, when conformed, could have a material impact on the combined financial statements. At this time, TD SYNNEX is not aware of any differences that would have a material impact on the combined financial statements, and therefore, the unaudited pro forma condensed combined financial statements assume there are no differences in accounting policies.

Note 3. Purchase Price

The preliminary purchase price allocation included with these unaudited pro forma condensed combined financial statements is based upon the purchase price using the closing price of SYNNEX common stock on September 1, 2021. The purchase price is calculated as follows:

		Consideration
SYNNEX price per share on September 1, 2021	[a]	$	127.60
SYNNEX shares issued	[b]	44,000
Aggregate value of SYNNEX shares issued	[c=a*b]	$	5,614,400
Cash paid to Tiger Parent stockholder	[d]	$	1,610,000
Aggregate purchase consideration	[e=c+d]	$	7,224,400
Stock consideration attributed to par at $.001 par value	[f=b*$0.001]	$	44
Stock consideration attributed to additional paid in capital	[g=c-f]	$	5,614,356

All shares of SYNNEX common stock issued were new issuances.

Certain Tiger Parent outstanding long-term cash incentive awards were settled upon closing, including approximately $8,000 which was attributable to post-Merger services and included within total estimated non-recurring acquisition-related transaction costs (see Note 5E). Additionally, certain of Tiger Parent’s employees were previously granted performance-based equity awards in Tiger Parent

Holdings, a partnership entity that was the parent company of Tiger Parent, that were unvested at the time of the closing of the Merger. Upon closing of the Merger, the unvested performance-based equity awards were converted into restricted stock units of TD SYNNEX that vest over two years. The restricted stock units have an estimated fair value of approximately $96,000 which is attributable to post-Merger services and will be recorded as compensation expense over the vesting period in TD SYNNEX’ post-Merger financial statements.

Note 4. Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of the Merger. The pro forma purchase price allocation below is based on preliminary estimates of fair value as of September 1, 2021, using the historical balance sheet of Tiger Parent as of July 31, 2021. As of the date of this current report, TD SYNNEX has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of Tiger Parent’s assets acquired and the liabilities assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third-party valuation advisors. The estimated intangible asset values and their useful lives could be affected by a variety of factors that may become known to TD SYNNEX only upon review of additional information. The preliminary estimated intangible assets consist of customer relationships with an estimated weighted average useful life of fourteen years and indefinite lived trade names. The estimated fair values of the intangibles were based on the purchase price allocation in the June 30, 2020 acquisition of Tech Data by Apollo. Additional intangible asset classes may be identified as the valuation process continues. As the final valuations are being performed, increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments, which may result in material differences from the information presented herein.

	Estimated fair value
Purchase consideration (see Note 3 above)	$	7,224,400
Estimated purchase price allocation
Historical book value of Tiger Parent equity	$	3,054,303
Cash contribution to Tiger Parent equity prior to the Merger	500,000
Less:
Elimination of historical Tiger Parent goodwill	(1,531,577)
Estimated fair value adjustment of Tiger Parent debt to be assumed	(107,686)
Elimination of Tiger Parent deferred financing costs related to revolving lines of credit	(51,565)
Elimination of deferred taxes on Tiger Parent debt and lines of credit	(7,080)
Elimination of deferred taxes on historical Tiger Parent goodwill and other intangible assets	500,899
Add:
Deferred tax impact of identifiable intangible assets	(673,719)
Preliminary estimate of fair value of identifiable net assets acquired	1,683,575
Goodwill	$	5,540,825

Note 5. Pro Forma Adjustments

(A) The unaudited pro forma condensed combined balance sheet has been adjusted as indicated below to record the issuance of SYNNEX term loans, net of debt issuance costs, an increase in Tiger Parent equity prior to the completion of the Merger and cash payments to the Tiger Parent stockholder. To finance the Merger, repay certain indebtedness and for on-going operational requirements, SYNNEX obtained financing commitments aggregating to $7,500,000. The commitments include a five-year credit facility comprised of a term loan of $1,500,000 and an unsecured revolving line of credit facility of $3,500,000. On August 9, 2021, SYNNEX completed its offering of $2,500,000 aggregate principal amount of senior unsecured notes, consisting of $700.0 million of 1.25% senior notes due 2024, $700.0 million of 1.75% senior notes due 2026, $600.0 million of 2.375% senior notes due 2028, and $500.0 million of 2.65% senior notes due 2031.

Debt issuance costs and fees related to the refinanced term loans of $1,500,000 and new revolving lines of credit facilities of $3,500,000 are estimated to result in additional interest expense of approximately 11 basis points. As SYNNEX has used interest rate derivative contracts to economically convert these variable-rate term loans to fixed-rate debt, there is no material impact on the combined interest cost. The write-off of deferred financing costs of $2,919 related to existing SYNNEX debt has been recorded as an adjustment to retained earnings, net of tax in the unaudited pro forma condensed combined balance sheet and has been recorded as a loss on extinguishment of debt in other income (expense), net in the unaudited pro forma condensed combined statement of operations for the fiscal year ended November 30, 2020.

Cash contribution to Tiger Parent equity prior to the Merger	$	500,000
Fees pertaining to credit agreement	(18,709)
Financing expenses for bridge loan facility	(41,233)
Non-recurring acquisition-related transaction costs to be incurred by TD SYNNEX	(60,000)
Cash paid to settle existing Tiger Parent interest rate hedges	(15,695)
Less: Cash paid to:
Tiger Parent's stockholder	(1,610,000)
Tiger Parent's debt holders as of July 31, 2021	(2,541,483)
	$	(3,787,120)

(B) To eliminate Tiger Parent’s historical goodwill and record the preliminary estimate of goodwill as a result of the Merger:

	Tiger Parent historical amount		Estimated goodwill		Net adjustment
Goodwill (see Note 4 above)	$	1,531,577	$	5,540,825	$	4,009,248

(C) Identifiable intangible assets are required to be measured at fair value, and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. The fair value of identifiable intangible assets is determined primarily using variations of the “income approach,” which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. Other valuation methods, including the market approach and cost approach, are also considered in estimating the fair value.

These preliminary estimates of fair value and weighted-average useful life may be different from the amounts included in the final acquisition accounting, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements. As TD SYNNEX reviews information about Tiger Parent’s intangible assets, additional insight will be gained that could impact (i) the estimated total value assigned to identifiable intangible assets and/or (ii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to TD SYNNEX during the review process. These factors include, but are not limited to, changes in the regulatory, legislative, legal, technological and/or competitive environments. Increased knowledge about these and/or other elements could result in a change to the estimated fair value of the identifiable Tiger Parent intangible assets and/or to the estimated weighted-average useful lives from what TD SYNNEX has assumed in these unaudited pro forma condensed combined financial statements. The combined effect of any such changes could then also result in a significant increase or decrease to TD SYNNEX’ estimate of associated amortization expense.

Included in Tiger Parent’s pro forma predecessor and successor combined statement of operations for the twelve months ended January 31, 2021 used in the combined unaudited pro forma statement of operations for the year ended November 30, 2020 is amortization of intangible assets from the date of the acquisition of Tech Data by Apollo. This adjustment is recorded to increase the amortization of intangible assets to reflect the full year impact of the Merger.

(D) The unaudited pro forma condensed combined balance sheet has been adjusted to reclassify Tiger Parent’s deferred tax assets and liabilities recorded in “other assets, net” and “other long-term liabilities” respectively in conformity with SYNNEX classification of “deferred tax assets” and “deferred tax liabilities.” In addition, the unaudited pro forma condensed combined balance sheet has been adjusted to reclassify Tiger Parent’s receivables from vendors recorded as an offset within “accounts payable” in conformity with

SYNNEX classification of “receivables from vendors” and to reclassify Tiger Parent’s capitalized software and development costs recorded in “intangible assets, net” in conformity with SYNNEX classification in “property and equipment, net”.

(E) Total estimated non-recurring acquisition-related transaction costs to be incurred by TD SYNNEX are approximately $60,000. These costs primarily relate to professional fees associated with regulatory filings and Merger activities. The unaudited pro forma condensed combined statement of operations for the year ended November 30, 2020 has been adjusted to record estimated non-recurring costs of $60,000 in selling, general and administrative expenses. Tiger Parent costs incurred prior to the closing of the Merger will not form part of the combined retained earnings as Tiger Parent’s historical shareholders’ equity accounts will be eliminated upon acquisition (see Note 5G). The unaudited pro forma condensed combined balance sheet as of August 31, 2021 has been adjusted to record estimated acquisition-related costs of $60,000 as a reduction to cash. A corresponding tax benefit of $7,500 has been recorded in income taxes payable, with the net of tax impact presented as a decrease to retained earnings.

(F) TD SYNNEX will establish net deferred tax liabilities and make other tax adjustments as part of the accounting for the Merger, primarily related to estimated fair value adjustments for identifiable intangible assets. Deferred taxes are recognized for the temporary difference between assigned values in the purchase price allocation and the carryover tax bases of assets acquired and liabilities assumed. The pro forma adjustments to record the effect of deferred taxes was computed as follows:

Estimated fair value of identifiable intangible assets acquired	$	2,694,877
Deferred tax liabilities associated with the estimated fair value of identified intangible assets acquired, at 25%^(1)^	(673,719)
Pro forma adjustments to deferred taxes:
Elimination of deferred taxes on historical Tiger Parent intangibles	500,899
Elimination of deferred taxes on certain other historical Tiger Parent items	(7,080)
Deferred taxes associated with the estimated fair value adjustments of assets acquired and liabilities assumed	$	(179,900)
(1)	TD SYNNEX assumed a 25% tax rate when estimating the deferred tax impacts of the acquisition, which is based on the applicable statutory rate as of the acquisition date and appropriately reflects certain SYNNEX and Tiger Parent bases differences that will not result in taxable or deductible amounts in future years when the related financial reporting asset or liability will be recovered or settled.
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(G) The unaudited pro forma condensed combined balance sheet has been adjusted to eliminate Tiger Parent’s historical shareholders’ equity accounts.

(H) Reflects elimination of management fee paid by Tiger Parent subsequent to its acquisition by Apollo. Such fees are not payable upon completion of the Merger.

(I) The unaudited condensed combined pro forma statements of operations have been adjusted to record additional interest expense related to the $2,500,000 of borrowings used by SYNNEX to fund the Merger (see Note 5(A)). The weighted average interest rate on the notes is approximately 2.08%, including debt issuance costs. In addition, debt issuance costs and fees related to the refinanced term loans of $1,500,000 and new revolving lines of credit facilities of $3,500,000 are estimated to result in additional interest expense of approximately 11 basis points.

TD SYNNEX estimates additional interest expense of $41,233 in the unaudited pro forma condensed combined statements of operations for the twelve months ended November 30, 2020, related to the amortization of debt issuance costs associated with bridge financing. The unaudited pro forma condensed combined balance sheet as of August 31, 2021 has been adjusted to reflect the net of tax $(10,308) impact as a decrease to retained earnings. TD SYNNEX also estimates a reduction in interest expense to eliminate Tiger Parent’s historical interest costs.

	Year ended<br><br><br>November 30, 2020		Nine months ended<br><br><br>August 31, 2021
Additional interest expense associated with notes to finance the Merger	$	51,881	$	35,784
Additional interest expense associated with the refinanced term loans and new lines of credit facilities	5,349		4,011
Financing expenses for bridge loan facility	41,233		—
Elimination of historical interest expense associated with Tiger Parent's debt assumed to be settled as part of the Merger	(111,292)		(113,483)
Total estimated decrease in interest expense	$	(12,830)	$	(73,688)

(J) The unaudited pro forma statements of operations have been adjusted to reflect the aggregate pro forma income tax effect of the pro forma adjustments above. TD SYNNEX assumed a blended tax rate of 25% for both the year ended November 30, 2020 and the nine months ended August 31, 2021, when estimating the tax impact of the Merger, representing the federal statutory tax rate applicable to each period and exclusion of any state tax impacts that are unknown as of the date of this current report. Such unknown amounts are expected to be immaterial. The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had SYNNEX and Tiger Parent filed consolidated income tax returns during the periods presented. The blended tax rates are estimates and do not take into account future income tax strategies that may be applied to the combined entity. The effective tax rate of the combined company could be significantly different depending upon post-Merger activities of the combined company.

(K) Pro forma combined weighted average basic and diluted common shares outstanding for the year ended November 30, 2020 and the nine months ended August 31, 2021 were calculated using the SYNNEX weighted average basic and diluted common shares outstanding at those dates together with the 44,000 shares of SYNNEX common stock issued as partial consideration for the Merger, as follows:

	Year ended<br><br><br>November 30, 2020	Nine months ended<br><br><br>August 31, 2021
Historical SYNNEX weighted average number of common shares outstanding - basic	50,900	51,204
SYNNEX shares issued as part of the Merger	44,000	44,000
Pro forma combined weighted average number of common shares outstanding - basic	94,900	95,204
Effect of dilutive securities:
SYNNEX historical stock options and restricted stock units	337	475
Pro forma combined weighted average number of common shares outstanding - diluted	95,237	95,679

The following table sets forth the computation of basic and diluted pro forma combined earnings per share (“EPS”) of TD SYNNEX common stock for the periods indicated:

	Year ended<br><br><br>November 30, 2020		Nine months ended<br><br><br>August 31, 2021
Basic pro forma combined income from continuing operations per common share:
Pro forma combined income from continuing operations	$	295,321	$	423,165
Less: pro forma combined income from continuing operations allocated to participating securities	(1,844)		(2,725)
Pro forma combined income from continuing operations attributable to common stockholders	$	293,478	$	420,440
Pro forma combined weighted-average number of common shares - basic	94,900		95,204
Basic pro forma combined income from continuing operations per common share	$	3.09	$	4.42
Diluted pro forma combined income from continuing operations per common share:
Pro forma combined income from continuing operations	$	295,321	$	423,165
Less: pro forma combined income from continuing operations allocated to participating securities	(1,839)		(2,713)
Pro forma combined income from continuing operations attributable to common stockholders	$	293,483	$	420,452
Pro forma combined weighted-average number of common shares - diluted	95,237		95,679
Diluted pro forma combined income from continuing operations per common share	$	3.08	$	4.39

Non-GAAP Diluted Pro Forma Combined EPS

In addition to disclosing basic and diluted pro forma combined EPS in accordance with Article 11, TD SYNNEX has also disclosed below non-GAAP diluted pro forma combined EPS, which is diluted pro forma combined EPS excluding the per share, tax effected impact of (i) transaction-related and integration expenses, (ii) amortization of intangible assets and (iii) share-based compensation. Management believes that providing this additional information is useful to the reader to better assess and understand the combined entity’s base operating performance 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 non-GAAP EPS to establish operational goals and, in some cases, for measuring performance for compensation purposes. As non-GAAP diluted pro forma combined EPS is not calculated in accordance with Article 11, it may not necessarily be comparable to similarly titled measures employed by other companies. This non-GAAP financial measure should not be considered in isolation or as a substitute for the comparable GAAP measure and should be used as a complement to, and in conjunction with data presented in accordance with GAAP.

Additionally, TD SYNNEX expects to achieve synergy savings of $200 million by the end of the second year after the closing of the Merger. TD SYNNEX anticipates realizing $100 million of these synergies by the end of the first year and $200 million of these synergies by the end of the second year. The anticipated synergies are expected to be generated from Tiger Parent’s ongoing GBO 2 Program initiatives and deal related synergies. The table below presents $100 million of first year savings as if they had occurred as of December 1, 2019.

	Year ended<br><br><br>November 30, 2020		Nine months ended<br><br><br>August 31, 2021
Diluted EPS from continuing operations^(1)^
Diluted pro forma combined EPS from continuing operations^(2)^	$	3.08	$	4.39
Amortization of acquired intangibles	2.05		1.57
Transaction-related and integration expenses	3.13		0.99
Share-based compensation (excluding modification charges included in Transaction-related and integration expenses)	0.31		0.23
Income taxes related to the above^(3)^	(0.98)		(0.57)
Non-GAAP diluted pro forma combined EPS from continuing operations	$	7.59	$	6.61
First year synergies	1.05		0.78
Income taxes related to synergies	(0.26)		(0.20)
Non-GAAP diluted pro forma combined EPS from continuing operations, inclusive of synergies	$	8.38	$	7.19

^(1)^ Diluted EPS is calculated using the two-class method. Unvested restricted stock awards granted to employees are considered participating securities. For purposes of calculating Diluted EPS, pro forma combined income from continuing operations allocated to participating securities was approximately 0.6% of pro forma combined income from continuing operations for both the year ended November 30, 2020 and the nine months ended August 31, 2021.^^

^(2)^Included within the Tiger Parent pro forma combined Predecessor and Successor earnings for the year ended January 31, 2021 are $88.9 million of purchase accounting adjustments primarily related to certain consideration received from vendors and $48.1 million of legal settlements and other litigation related costs primarily related to an accrual for a legal matter in France and legal fees for various one-time matters. Included within the Tiger Parent earnings for the nine months ended July 31, 2021 are $91.1 million of purchase accounting adjustments primarily related to certain consideration received from vendors and $5.5 million of legal settlements and other litigation related costs primarily related to various one-time matters. The purchase accounting adjustments and legal settlements and other litigation related costs reduced diluted pro forma combined EPS, after tax, by approximately $0.70 and $0.38, respectively, for the year ended November 30, 2020 and $0.71 and $0.04, respectively, for the nine months ended August 31, 2021. We consider these items to be non-recurring.^^

^(3)^ The tax effect of taxable and deductible non-GAAP adjustments was calculated assuming a blended tax rate of 25% for both the year ended November 30, 2020 and the nine months ended August 31, 2021.

(L) The unaudited pro forma condensed combined financial statements do not present a combined dividend per share amount. SYNNEX has historically paid a quarterly dividend on shares of common stock and last paid a dividend on October 29, 2021 of $0.20 per share.

Note 6. Federal Income Tax Consequences of the Merger

The unaudited pro forma condensed combined financial statements assume that the Merger qualifies as a tax-free reorganization for federal income tax purposes.