Acquisition, Integration and Restructuring Costs

6 Months Ended

May 31, 2022

Restructuring and Related Activities [Abstract]

ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS

ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger and costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”).

The Merger

The Company incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, long-lived assets charges and stock-based compensation expense. Professional services costs are primarily comprised of legal expenses and tax and other consulting services. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, as well as severance costs. Long-lived assets charges are comprised of accelerated depreciation and amortization expense of $52.9 million recorded due to changes in asset useful lives in conjunction with the consolidation of certain IT systems. Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 5 - Share-Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

During the three and six months ended May 31, 2022 and May 31, 2021, acquisition and integration expenses related to the Merger were composed of the following:


	Three Months Ended				Six Months Ended
	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
Professional services costs	$	5,793	$	3,995	$	13,941	$	3,995
Personnel and other costs	4,404		1,940		15,348		1,940
Long-lived assets charges	—		—		52,871		—
Stock-based compensation	12,889		—		26,465		—
Total	$	23,086	$	5,935	$	108,625	$	5,935

GBO 2 Program

Prior to the Merger, Tech Data implemented its GBO 2 Program that includes investments to 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. TD SYNNEX plans to continue this program in conjunction with the Company’s integration activities. Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other costs. Restructuring costs are comprised of severance

costs and other associated exit costs, including certain consulting costs. Other costs are primarily comprised of personnel costs, facilities costs and certain professional services fees not related to restructuring activities.

Acquisition, integration and restructuring costs under the GBO 2 Program for fiscal 2022 included the following:


	Three Months Ended		Six Months Ended
	May 31, 2022		May 31, 2022
Restructuring costs	$	4,738	$	10,784
Other costs	4,654		6,439
Total	$	9,392	$	17,223

Restructuring costs under the GBO 2 Program for fiscal 2022 were composed of the following:


	Three Months Ended		Six Months Ended
	May 31, 2022		May 31, 2022
Severance	$	742	$	1,101
Other exit costs	3,996		9,683
Total	$	4,738	$	10,784

Restructuring costs related to the GBO 2 Program by segment are as follows:


	Three Months Ended		Six Months Ended
	May 31, 2022		May 31, 2022
Americas	$	1,582	$	3,422
Europe	3,073		6,945
APJ	83		417
Total	$	4,738	$	10,784

Restructuring activity during the six months ended May 31, 2022 related to the GBO 2 Program is as follows:


	Severance and Benefits		Other Exit Costs		Total
Accrued balance as of November 30, 2021	$	4,918	$	1,591	$	6,509
Expenses	1,101		9,683		10,784
Cash payments	(4,176)		(10,309)		(14,485)
Foreign currency translation	(89)		(242)		(331)
Accrued balance as of May 31, 2022	$	1,754	$	723	$	2,477