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Item 8. Financial Statements and Supplementary Data

2024-01-26 compared with 2023-01-24 · 286 added, 398 removed, 1015 unchanged (40% of the section changed)

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Management’s Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Santa Clara, CA , Auditor Firm I D:

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Santa Clara, CA , Auditor Firm ID:

Consolidated Balance Sheets as of November 30, 202 3 and 20 2 2

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence over revenue

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For certain locations we evaluated the design and tested the operating effectiveness of certain internal controls related to the recognition of revenue.

For the Americas and Europe segments, we performed a software-assisted data analysis at a transactional level to identify higher risk revenue entries to test.

For the Americas and Europe segments, we performed a software-assisted data analysis at a transactional level to identify higher risk revenue records to test.

We tested the identified higher risk revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence.

For the APJ segment, we then tested samples of revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence.

For the APJ segment, we tested samples of revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence.

We investigated a selection of journal entries that were made by the Company to adjust revenue.

We evaluated the sufficiency of the audit evidence obtained over revenue by assessing the results of the procedures performed, including the appropriateness of the determination of locations to perform procedures.

Fair value of the Europe reporting unit

As discussed in Notes 2 and 8 to the consolidated financial statements, the Company tests goodwill for impairment annually as of September 1, or more frequently if events or changes in circumstances indicate that it may be impaired.

The Company performed its annual goodwill impairment test as of September 1, 2022 and chose to bypass the qualitative assessment for all reporting units and proceed directly to the quantitative assessment.

The quantitative assessment indicated that the estimated fair value of the Europe reporting unit exceeded its carrying value by approximately 6%.

The goodwill allocated to the Europe reporting unit as of November 30, 2022 was $1,277,226 thousand.

We identified the evaluation of the fair value of the Europe reporting unit as a critical audit matter.

A higher degree of subjective auditor judgment was required to evaluate certain assumptions used in the Company’s estimate of the fair value of the Europe reporting unit.

Specifically, the Company’s determination of the forecasted revenue growth rates and discount rate required subjective and challenging auditor judgment.

Minor changes to these assumptions, either individually or in aggregate, could have a significant effect on the Company’s assessment of the fair value of the Europe reporting unit.

Additionally, the audit effort associated with the discount rate required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including controls related to the determination of the forecasted revenue growth rates and discount rate used to estimate the fair value of the Europe reporting unit.

To assess the Company’s ability to forecast revenues, we compared the Europe reporting unit’s historical revenue forecasts to actual revenues.

We also evaluated the forecasted revenue growth rates by comparing them to the Company’s peers and industry reports.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate by (i) comparing the inputs of the weighted average cost of capital to available market data for comparable entities and (ii) evaluating the reasonableness of the inputs and assumptions by assessing the methodology used by the Company.

We have served as the Company’s auditor since 2012.

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Total liabilities and equity $ 29,412,814 $ 29,733,998

(Amounts may not add due to rounding)

(Amounts may not add or compute due to rounding)

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

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Other (expense) income, net ( 206 ) ( 1,165 ) 1,102

Income from continuing operations before income taxes 827,130 466,485 436,146

Income before income taxes 789,508 827,130 466,485

Provision for income taxes ( 162,597 ) ( 175,823 ) ( 71,416 )

Income from continuing operations 651,307 395,069 334,538

Income from discontinued operations, net of taxes — — 194,622

Net income $ 626,911 $ 651,307 $ 395,069

Earnings per common share:

Continuing operations $ 6.79 $ 6.28 $ 6.50

Discontinued operations — — 3.78

Net income $ 6.79 $ 6.28 $ 10.28

Continuing operations $ 6.77 $ 6.24 $ 6.46

Discontinued operations — — 3.76

Net income $ 6.77 $ 6.24 $ 10.21

Basic $ 6.72 $ 6.79 $ 6.28

Diluted $ 6.70 $ 6.77 $ 6.24

Weighted-average common shares outstanding:

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Diluted 92,853 95,509 62,698

(Amounts may not add due to rounding)

(Amounts may not add or compute due to rounding)

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

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Net income $ 626,911 $ 651,307 $ 395,069

Other comprehensive (loss) income:

Unrealized gains (losses) on cash flow hedges during the period, net of tax (expense) benefit of ($ 11,457 ), ($ 2,155 ) and $ 3,981 for fiscal years ended November 30, 2022, 2021 and 2020, respectively.

Other comprehensive income (loss):

Unrealized gains on cash flow hedges during the period, net of tax expense of ($ 235 ), ($ 11,457 ) and $( 2,155 ) for fiscal years ended November 30, 2023, 2022 and 2021, respectively.

702 35,046 8,747

Reclassification of net losses on cash flow hedges to net income, net of tax (benefit) of ($ 6,517 ), ($ 10,278 ) and ($ 880 ) for fiscal years ended November 30, 2022, 2021 and 2020, respectively.

Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $ 2,623 , ($ 6,517 ) and ($ 10,278 ) for fiscal years ended November 30, 2023, 2022 and 2021, respectively.

( 6,871 ) 19,926 31,837

Total change in unrealized gains (losses) on cash flow hedges, net of taxes 54,972 40,584 ( 13,215 )

Total change in unrealized (losses) gains on cash flow hedges, net of taxes ( 6,169 ) 54,972 40,584

Foreign currency translation adjustments and other, net of tax benefit (expense) of $ 7,160 , $ 3,192 and $( 635 ) for fiscal years ended November 30, 2023, 2022 and 2021, respectively

219,209 ( 438,488 ) ( 186,020 )

Other comprehensive (loss) income ( 383,516 ) ( 145,436 ) 14,506

Reclassification of net foreign currency translation adjustment realized upon sale of foreign subsidiary, net of tax expense of $ 0 for the fiscal year ended November 30, 2023

Total change in foreign currency translation adjustments and other, net of taxes 218,631 ( 438,488 ) ( 186,020 )

Other comprehensive income (loss) 212,462 ( 383,516 ) ( 145,436 )

Comprehensive income $ 839,373 $ 267,791 $ 249,633

(Amounts may not add due to rounding)

(Amounts may not add or compute due to rounding)

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

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Balances, November 30, 2020 53,671 $ 54 $ 1,591,536 2,538 $ ( 191,216 ) $ ( 194,571 ) $ 3,133,058 $ 4,338,860

Share-based compensation — — 33,202 — — — — 33,202

Issuance of common stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes 517 1 12,913 104 ( 15,184 ) — — ( 2,270 )

Repurchases of common stock — — — 35 ( 3,405 ) — — ( 3,405 )

Cash dividends declared — — — — — — ( 20,782 ) ( 20,782 )

Other comprehensive income (loss) — — — — — 14,506 — 14,506

Net income — — — — — — 529,160 529,160

Balances, November 30, 2020 53,671 54 1,591,536 2,538 ( 191,216 ) ( 194,571 ) 3,133,058 4,338,860

Separation of Concentrix — — — — — 3,813 ( 2,305,982 ) ( 2,302,169 )

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Issuance of common stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes 533 — 12,789 95 ( 9,923 ) — — 2,866

Cash dividends declared — — — — — — ( 50,272 ) ( 50,272 )

Issuance of common stock on Tech Data merger, net of issuance costs 44,000 44 5,613,820 — — — — 5,613,864

Other comprehensive income (loss) — — — — — ( 145,436 ) — ( 145,436 )

Cash dividends declared ($ 0.80 per share)

— — — — — — ( 50,272 ) ( 50,272 )

Other comprehensive loss — — — — — ( 145,436 ) — ( 145,436 )

Net income — — — — — — 395,069 395,069

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Repurchases of common stock — — — 1,297 ( 125,016 ) — — ( 125,016 )

Cash dividends declared — — — — — — ( 114,946 ) ( 114,946 )

Other comprehensive income (loss) — — — — — ( 383,516 ) — ( 383,516 )

Cash dividends declared ($ 1.20 per share)

— — — — — — ( 114,946 ) ( 114,946 )

Other comprehensive loss — — — — — ( 383,516 ) — ( 383,516 )

Purchase of noncontrolling interest — — 3,362 — — — — 3,362

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Balances, November 30, 2022 98,696 99 7,374,100 4,049 ( 337,217 ) ( 719,710 ) 1,708,234 8,025,506

(Amounts may not add due to rounding)

Share-based compensation — — 84,983 — — — — 84,983

Issuance of common stock and reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes 316 — ( 23,809 ) ( 176 ) 13,729 — — ( 10,080 )

Repurchases of common stock — — — 6,470 ( 626,226 ) — — ( 626,226 )

Cash dividends declared ($ 1.40 per share)

— — — — — — ( 130,374 ) ( 130,374 )

Other comprehensive income — — — — — 212,462 — 212,462

Net income — — — — — — 626,911 626,911

Balances, November 30, 2023 99,012 $ 99 $ 7,435,274 10,343 $ ( 949,714 ) $ ( 507,248 ) $ 2,204,771 $ 8,183,182

(Amounts may not add or compute due to rounding)

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

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Net income $ 626,911 $ 651,307 $ 395,069

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization 418,315 463,365 151,664

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Other operating assets and liabilities 49,972 310,655 ( 7,498 )

Net cash (used in) provided by operating activities ( 49,604 ) 809,787 1,834,366

Net cash provided by (used in) operating activities 1,407,373 ( 49,604 ) 809,787

Cash flows from investing activities:

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Dividends paid ( 130,374 ) ( 114,946 ) ( 50,272 )

Proceeds from issuance of common stock and reissuances of treasury stock 8,846 8,234 12,789

Repurchases of common stock ( 620,659 ) ( 125,016 ) —

Net borrowings (repayments) on revolving credit loans 96,592 ( 417,072 ) 157,866

Principal payments on long-term debt ( 128,728 ) ( 2,277,913 ) ( 1,304,190 )

Proceeds from issuance of common stock 8,234 12,789 12,913

Repurchases of common stock for tax withholdings on equity awards ( 18,926 ) ( 11,062 ) ( 9,923 )

Net (repayments) borrowings on revolving credit loans ( 2,571 ) 96,592 ( 417,072 )

Principal payments on long-term debt ( 74,408 ) ( 128,728 ) ( 2,277,913 )

Net transfer of cash and cash equivalents to Concentrix — — ( 149,948 )

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Effect of exchange rate changes on cash, cash equivalents and restricted cash 45,838 ( 31,354 ) ( 38,776 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 472,057 ) ( 573,957 ) 1,337,721

Net increase (decrease) in cash, cash equivalents and restricted cash 510,920 ( 472,057 ) ( 573,957 )

Cash, cash equivalents and restricted cash at beginning of year 522,856 994,913 1,568,870

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Net assets transferred to Concentrix $ — $ — $ 2,322,598

(Amounts may not add due to rounding)

(Amounts may not add or compute due to rounding)

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

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Beginning December 1, 2020, the Company no longer consolidates Concentrix within its financial results or reflects the financial results of Concentrix within its continuing results of operations.

The financial results of Concentrix for the year ended November 30, 2020 are presented as income from discontinued operations, net of taxes on the Consolidated Statements of Operations.

The historical statements of comprehensive income, cash flows and the balances in stockholders' equity have not been revised to reflect the effect of the Separation.

For further information on discontinued operations, see Note 5 – Discontinued Operations.

Unless noted otherwise, discussion in the Notes to the Consolidated Financial Statements pertain to continuing operations.

In connection with the Separation, the Company and Concentrix have entered into a separation and distribution agreement as well as various other agreements that provide a framework for the relationships between the parties going forward, including among others an employee matters agreement, a tax matters agreement, and a commercial agreement, pursuant to which Concentrix will continue to provide services to SYNNEX following the Separation .

On March 22, 2021, SYNNEX entered into an agreement and plan of merger (the “Merger Agreement”) which provided that legacy SYNNEX Corporation would acquire legacy Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which would result in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger").

On March 22, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) which provided that legacy SYNNEX Corporation would acquire legacy Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which would result in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger").

On September 1, 2021, pursuant to the terms of the Merger Agreement, the Company acquired all the outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent corporation of Tech Data, for consideration of $ 1.6 billion in cash ($ 1.1 billion in cash after giving effect to a $ 500.0 million equity contribution by Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation’s sole stockholder and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP) Corporation prior to the effective time of the Merger) and 44 million shares of common stock of SYNNEX valued at approximately $ 5.6 billion.

The combined company is referred to as TD SYNNEX.

References to the “Company” indicate TD SYNNEX for periods after the Merger and SYNNEX for periods prior to the Merger.

Certain columns and rows may not add due to the use of rounded numbers.

The Company operates on a fiscal year that ends on November 30.

Certain columns and rows may not add or compute due to the use of rounded numbers.

NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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Operating segments are based on components of the Company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resource allocation and performance and (b) for which discrete financial information is available.

Prior to the Separation, the Company had two reportable segments:

Technology Solutions and Concentrix.

After giving effect to the Separation of the Concentrix segment, the Company operated with one reportable segment:

Technology Solutions.

After completion of the Merger, the Company reviewed its reportable segments as there was a change in its chief executive officer, who is also the Company’s chief operating decision maker.

The Company’s chief operating decision maker has a leadership structure aligned with the geographic regions of the Americas, Europe and Asia-Pacific and Japan (“APJ”) and reviews and allocates resources based on these geographic regions.

As a result, as of September 1, 2021 the Company began operating in three reportable segments based on its geographic regions:

The Company’s chief executive officer, who is also the chief operating decision maker, has a leadership structure aligned with the geographic regions of the Americas, Europe and Asia-Pacific and Japan (“APJ”) and reviews and allocates resources based on these geographic regions.

As a result, the Company operates in three reportable segments based on its geographic regions:

the Americas, Europe and APJ.

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Accounts Receivable

The Company maintains an allowance for doubtful accounts as an estimate to cover the future expected credit losses resulting from uncertainty regarding collections from customers or original equipment manufacturer (“OEM”) vendors to make payments for outstanding balances.

The Company maintains an allowance for doubtful accounts as an estimate to cover the future expected credit losses resulting from uncertainty regarding collections from customers or OEM vendors to make payments for outstanding balances.

In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts.

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In addition, certain of these programs also require that the Company continue to service, administer and collect the sold accounts receivable.

As of November 30, 2022, and 2021, accounts receivable sold to and held by the financial institutions under these programs were $ 1.4 billion and $ 759.9 million, respectively.

As of November 30, 2023, and 2022, accounts receivable sold to and held by the financial institutions under these programs were $ 864.6 million and $ 1.4 billion, respectively.

Discount fees related to the sale of trade accounts receivable under these facilities are included in “Interest expense and finance charges, net” in the Consolidated Statements of Operations.

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The purchase price is allocated to the assets acquired, liabilities assumed, and noncontrolling interests in the acquired entity generally based on their fair values at the acquisition date.

The excess of the fair value of purchase

consideration over the fair value of these assets acquired, liabilities assumed and noncontrolling interests in the acquired entity is recorded as goodwill.

The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and noncontrolling interests in the acquired entity is recorded as goodwill.

The primary items that generate goodwill include the value of the synergies between the acquired entity and the Company and the value of the acquired assembled workforce, neither of which qualify for recognition as an intangible asset.

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November 30, 2023 November 30, 2022 November 30, 2021

10 % 12 % 15 %

11 % 11 % N/A (1)

__________________

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Book overdrafts, representing checks issued in excess of balances on deposit in the applicable bank accounts and which have not been paid by the applicable bank at the balance sheet date are classified as “Borrowings, current” in the Company’s Consolidated Balance Sheets.

Under the terms of the Company’s banking arrangements, the respective

financial institutions are not legally obligated to honor the book overdraft balances.

Under the terms of the Company’s banking arrangements, the respective financial institutions are not legally obligated to honor the book overdraft balances.

The Company’s policy is to report the change in book overdrafts as a financing activity in the Consolidated Statements of Cash Flows.

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Payments are due as per contract terms and do not contain a significant financing component.

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 represents less than 10 % of the total revenue for the periods presented.

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The Company recognizes revenue on a net basis on certain contracts, where the Company’s performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which the Company does not assume the risks and rewards of ownership, by recognizing the margins earned in revenue with no associated cost of revenue.

Such arrangements include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts, extended warranty contracts and certain of the Company's systems design and integration solutions arrangements which operate under a customer-owned procurement model.

The Company considers shipping and handling activities as costs to fulfill the sale of products.

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Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income (loss)” in stockholders’ equity.

Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the

transaction date.

Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date.

At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date.

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Repurchases of shares of common stock are accounted for at cost, which includes brokerage fees and excise taxes, and are included as a component of stockholders’ equity in the Consolidated Balance Sheets.

Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under stock incentive plans.

The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares.

Reclassifications

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Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued new guidance which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “ Revenue from Contracts with Customers.

” Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree.

Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting.

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years (the fiscal quarter ending February 29, 2024 for the Company), and should be applied prospectively to acquisitions occurring on or after the effective date.

Early adoption is permitted.

The Company adopted this standard during fiscal year 2022 and will apply the guidance prospectively to future acquisitions.

In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes.

The guidance is effective for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods.

Certain amendments should be applied prospectively, while other amendments should be applied retrospectively to all periods presented.

The adoption of this new guidance did not have a material impact on the Company's Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04 which provides optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting.

The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments are elective and were effective upon issuance for all entities through December 31, 2022, which was extended through December 31, 2024 per ASU 2022-06 which the FASB issued in December 2022.

On May 22, 2023, the TD SYNNEX Credit Agreement (as defined below) was amended to replace LIBOR with the Secured Overnight Financing Rate ("SOFR") as its benchmark rate (see Note 11 - Borrowings for further discussion of the TD SYNNEX Credit Agreement).

The adoption of this new guidance did not have any material impacts for the Company.

Recently Issued Accounting Pronouncements

In September 2022, the FASB issued an accounting standards update which will require new enhanced disclosures by the buyer in supplier finance programs.

In September 2022, the FASB issued an accounting standards update, ASU 2022-04, which will require new enhanced disclosures by the buyer in supplier finance programs.

Disclosures will include key terms of the program, including payment terms, along with the amount of related obligations, the financial statement caption that includes such obligations, and a rollforward of activity related to the obligations during the period.

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Early adoption is permitted.

While the new accounting standard is not expected to have an impact on the Company's financial condition, results of operations or cash flows, the Company is currently evaluating the impact the new accounting standard will have on disclosures related to its supplier finance program obligations in the notes to the consolidated financial statements.

In March 2020, the FASB issued optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting.

The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments are elective and were effective upon issuance for all entities through December 31, 2022, which was extended through December 31, 2024 per an update the FASB issued in December 2022.

The Company does not currently expect any material impacts from the adoption of this new guidance.

While the new accounting standard is not expected to have an impact on the Company's financial condition, results of operations or cash flows, the Company will include disclosures related to its supplier finance program obligations in the notes to the consolidated financial statements.

The Company is finalizing its evaluation of the terms of its arrangements with certain of its suppliers and currently estimates that approximately $ 2.6 billion to $ 2.8 billion of balances included in "Accounts payable" on the Consolidated Balance Sheet as of November 30, 2023 are within the scope of the standard.

In November 2023, the FASB issued an accounting standards update, ASU 2023-07, which requires the following enhanced segment disclosures on an annual and interim basis:

(1) significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, (2) other segment items by reportable segment and a description of its composition, and (3) the title of the chief operating decision maker, an explanation of how they use the reported measures of segment profit/loss in assessing segment performance and decide how to allocate resources, as well as clarifications if they use more than one measure of a segment’s profit or loss in assessing segment performance.

The amendments in this ASU are effective for annual periods beginning after December 15, 2023, which for the Company would be for the fiscal year ended November 30, 2025, and for subsequent interim periods.

Early adoption is permitted.

The Company is currently evaluating the impact the new accounting standard will have on its segment reporting disclosures in the notes to the consolidated financial statements.

In December 2023, the FASB issued an accounting standards update, ASU 2023-09, which requires enhanced income tax disclosures.

The enhanced disclosures required include disclosure of specific categories and disaggregation of information in the rate reconciliation table.

The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, which for the Company would be the fiscal year ended November 30, 2026.

Early adoption is permitted and the amendments should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating the impact the new accounting standard will have on its income tax disclosures in the notes to the consolidated financial statements.

NOTE 3— ACQUISITIONS:

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Additionally, the Company repaid the majority of Tech Data's outstanding debt after the Merger, including approximately $ 2.4 billion outstanding under Tech Data’s existing Asset-Based Credit Agreement and approximately $ 228.1 million of outstanding Tech Data Senior Notes.

The Company has accounted for the Merger as a business combination and allocated the purchase price to the fair values of Tiger Parent (AP) Corporation’s assets acquired and liabilities assumed.

As of August 31, 2022, the Company completed its evaluation of assets acquired and liabilities assumed and finalized all related estimates.

During the year ended November 30, 2022, the Company updated the fair values of certain assets acquired and liabilities assumed, including an increase in goodwill of $ 43.7 million, an increase in deferred tax liabilities of $ 38.3 million, a decrease in net vendor receivables of $ 21.0 million and an increase in inventory of $ 9.4 million.

As the measurement period has concluded, the impact of any future adjustments to the assets acquired and liabilities assumed will be recorded in the Consolidated Statement of Operations in the period such change occurs.

The allocation of the purchase price is as follows:

Cash and cash equivalents $ 702,907

Accounts receivable, net 5,156,809

Receivables from vendors, net 709,629

Inventories 3,002,641

Other current assets 397,807

Property and equipment 347,532

Goodwill 3,588,317

Intangible assets 4,933,900

Other assets 473,194

Total assets 19,312,736

Borrowings, current 493,076

Accounts payable 6,613,664

Other accrued liabilities 1,251,049

Long-term borrowings 2,218,672

Other long-term liabilities 412,526

Deferred tax liabilities 1,099,349

Total liabilities 12,088,336

Purchase consideration $ 7,224,400

The allocation of the value of identifiable intangible assets is as follows:

Fair value Weighted

Customer relationships $ 3,860,200 14 years

Trade name 1,073,700 Indefinite lived

Total intangibles acquired $ 4,933,900

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 acquired business, of which approximately $ 500.0 million is expected to be deductible for tax purposes .

The Company accounted for the Merger as a business combination and allocated the purchase price to the fair values of Tiger Parent (AP) Corporation’s assets acquired and liabilities assumed.

Included within the Company’s Consolidated Statement of Operations are estimated revenues for the years ended November 30, 2022 and 2021 of approximately $ 38 billion and $ 10 billion, respectively, from Tech Data.

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It is not necessarily indicative of how the Tech Data operations would have performed on a stand-alone basis.

As a result of certain integration activities subsequent to the date of acquisition, it is impracticable to disclose net income from Tech Data for the period subsequent to the acquisition date.

As a result of certain integration activities subsequent to the date of acquisition, it is impracticable to disclose estimated revenues from Tech Data for fiscal year 2023 or net income from Tech Data for the period subsequent to the acquisition date.

The following table presents unaudited supplemental pro forma information as if the 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 Merger been consummated on the date indicated and it is not necessarily indicative of the results of operations that may result in the future.

Fiscal Years Ended November 30,

As a result, the pro forma information below does not purport to present what actual results would have been had the Merger been consummated on the date indicated and it is not necessarily indicative of the results of operations that may result in the future.

Fiscal Year Ended November 30,

Revenue $ 60,623,568

Income from continuing operations attributable to TD SYNNEX Corporation 519,688 349,356

Net income 519,688

Adjustments reflected in the pro forma results include the following:

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• Tax effects of adjustments based on an estimated statutory tax rate

NOTE 4—ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES:

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

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.

NOTE 4— 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”).

Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses.

Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs, as well as costs related to the settlement of c ertain outstanding long-term cash incentive awards for Tech Data upon closing of the Merger.

Long-lived asset charges for fiscal year 2022 are primarily comprised of accelerated depreciation and amortization expense of $ 64.4 million due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, as well as impairment charges.

Long-lived asset charges for fiscal year 2021 represent an impairment charge of $ 22.2 million recorded for the write-off of capitalized costs associated with Tech Data’s tdONE program in conjunction with the decision to consolidate certain IT systems.

Long-lived asset charges and termination fees include accelerated depreciation and amortization expense of $ 17.4 million and $ 64.4 million during fiscal years 2023 and 2022, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems.

Long-lived asset charges and termination fees also include $ 24.4 million recorded during fiscal year 2023 for termination fees related to certain IT systems, $ 4.7 million for impairment charges recorded during fiscal year 2022, and an impairment charge of $ 22.2 million recorded during fiscal year 2021 for the write-off of capitalized costs associated with Tech Data’s tdONE program.

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.

In July 2023, the Company offered a voluntary severance program ("VSP") to certain co-workers in the United States as part of the Company's cost optimization efforts related to the Merger.

The Company incurred $ 52.1 million of costs in connection with the VSP during the fiscal year ended November 30, 2023, including $ 42.3 million of severance costs and $ 9.8 million of duplicative labor costs.

To date, acquisition and integration expenses related to the Merger were composed of the following:

Fiscal Years Ended November 30,

2023 2022 2021

(currency in thousands)

Professional services costs $ 20,775 $ 29,352 $ 22,288

Personnel and other costs 46,464 40,220 33,716

Long-lived assets charges 69,053 22,166

Long-lived assets charges and termination fees 41,812 69,053 22,166

Stock-based compensation 35,709 52,171 20,113

Voluntary severance program costs 52,091 — —

Total $ 196,851 $ 190,796 $ 98,283

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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.

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 and 2021 included the following:

Fiscal Years Ended November 30,

Restructuring costs $ 21,872 $ 8,709

Other costs 9,652 5,158

Total $ 31,524 $ 13,867

Restructuring costs under the GBO 2 Program for fiscal 2022 and 2021 were composed of the following:

Fiscal Years Ended November 30,

Severance $ 7,445 $ 2,893

Other exit costs 14,427 5,816

Total $ 21,872 $ 8,709

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

Fiscal Years Ended November 30,

Americas $ 5,666 $ 2,658

Europe 15,737 5,746

Total $ 21,872 $ 8,709

Restructuring activity during fiscal years 2022 and 2021 related to the GBO 2 Program is as follows:

Restructuring costs Severance Other Exit Costs Total

Accrued Balance as of November 30, 2020 $ — $ — $ —

Balance acquired related to the Merger 5,095 221 5,316

Expenses during fiscal 2021 2,893 5,816 8,709

Cash payments ( 2,953 ) ( 4,427 ) ( 7,380 )

Foreign currency translation ( 117 ) ( 19 ) ( 136 )

Accrued Balance as of November 30, 2021 4,918 1,591 6,509

Expenses during fiscal 2022 7,445 14,427 21,872

Cash payments ( 6,628 ) ( 15,064 ) ( 21,692 )

Foreign currency translation ( 56 ) ( 419 ) ( 475 )

Accrued Balance as of November 30, 2022 $ 5,679 $ 535 $ 6,214

The Separation

During the fiscal year ended November 30, 2020, the Company incurred $ 7.4 million in transaction costs related to the Separation of Concentrix.

NOTE 5—DISCONTINUED OPERATIONS:

The following table summarizes the financial results from discontinued operations of Concentrix included in the Consolidated Statement of Operations:

Fiscal Year Ended November 30,

Revenue $ 4,719,534

Costs and expenses ( 4,410,773 )

Interest expense and finance charges and others, net ( 40,866 )

Income from discontinued operations before taxes 267,895

Provision for income taxes ( 73,273 )

Income from discontinued operations, net of taxes $ 194,622

There were no revenues earned or cost and expenses incurred of discontinued operations during the fiscal years ended November 30, 2022 or 2021.

There were no non-cash items or capital expenditures of discontinued operations during the fiscal years ended November 30, 2022 or 2021.

During the fiscal year ended November 30, 2020, significant non-cash items and capital expenditures of discontinued operations included in the Consolidated Statement of Cash Flows are outlined below:

Fiscal Year Ended November 30,

Operating activities:

Depreciation and amortization $ 276,566

Share-based compensation 15,572

Provision for doubtful accounts 8,139

Deferred income taxes ( 29,470 )

Unrealized foreign exchange losses 5,647

Investing activities:

Purchases of property and equipment $ 171,332

The following table presents assets and liabilities that were transferred to Concentrix as of December 1, 2020:

Cash and cash equivalents $ 152,656

Accounts receivable, net 1,079,086

Other current assets 189,323

Current assets of discontinued operations $ 1,421,065

Property and equipment, net $ 451,649

Goodwill 1,836,050

Intangible assets, net 798,959

Deferred tax assets 47,423

Other assets 620,099

Noncurrent assets of discontinued operations $ 3,754,180

Borrowings, current $ 33,756

Accounts payable 140,575

Accrued compensation and benefits 419,715

Other accrued liabilities 371,069

Income taxes payable 20,725

Current liabilities of discontinued operations $ 985,840

Long-term borrowings $ 1,111,362

Other long-term liabilities 601,885

Deferred tax liabilities 153,560

Noncurrent liabilities of discontinued operations $ 1,866,807

In connection with the Separation, $ 3.8 million of accumulated other comprehensive income, net of income taxes, related to foreign currency translation adjustments, cash flow hedges and pension plan obligations was transferred to Concentrix on the Separation date.

The Company incurred acquisition, integration, and restructuring costs under the GBO 2 Program of $ 9.4 million, $ 31.5 million and $ 13.9 million during the fiscal years ended November 30, 2023, 2022, and 2021, respectivel y.

The GBO 2 Program was completed as of November 30, 2023.

Accrued restructuring balances related to the GBO 2 Program were not material as of November 30, 2023 and 2022.

NOTE 5— SHARE-BASED COMPENSATION:

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Certain RSUs vest subject to the achievement of individual, divisional or company-wide performance goals.

The majority of the performance-based RSUs vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee.

The exercise price for incentive stock options will not be less than 100 % of the fair market value of the stock on the date of grant and the stock options have a contractual term of ten years .

The majority of these performance-based RSUs vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee.

The exercise price for stock options will not be less than 100 % of the fair market value of the stock on the date of grant and the stock options have a contractual term of ten years .

The majority of outstanding stock options vest as to one fifth of the stock underlying the stock options on the first anniversary date of the grant and the remaining vest monthly over a four-year period starting one month after the first anniversary of the date of grant.

Unless terminated sooner, the 2020 TD SYNNEX Plan will terminate on March 17, 2030.

The Company recognizes share-based compensation expense for all share-based awards made to employees and directors, including employee stock options, RSAs, RSUs, performance-based RSUs and employee stock purchase rights, based on estimated fair values.

The Company recognizes share-based compensation expense for all share-based awards made to employees and outside directors, including employee stock options, RSAs, RSUs, performance-based RSUs and employee stock purchase rights, based on estimated fair values.

A summary of share-based compensation expense in the Consolidated Statements of Operations for TD SYNNEX stock incentive plans is presented below:

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2023 2022 2021

(currency in thousands)

Selling, general and administrative expenses $ 49,273 $ 38,994 $ 33,078

Acquisition, integration and restructuring costs (on awards issued in connection with the Merger) $ 6,514 $ 8,289 $ —

Acquisition, integration and restructuring costs

6,526 6,514 8,289

Total share-based compensation expense $ 55,799 $ 45,508 $ 41,367

The Company settles all share-based award exercises with newly issued common shares or treasury shares.

The Company settles all share-based award exercises with newly issued common shares or the reissuance of treasury shares.

Valuation Assumptions

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In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.

The expected stock price volatility assumption was determined using historical volatility of the Company’s common stock.

The expected stock price volatility assumption is determined using historical volatility of the Company’s common stock.

The fair value of stock awards is determined based on the stock price at the date of grant.

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Options Outstanding

(number of shares in thousands) Number of

(shares in thousands, except per share amounts)

shares Weighted-

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Balances, November 30, 2022 677 $ 72.29

Options granted 72 90.16

Options exercised ( 83 ) 53.46

Balances, November 30, 2023 594 $ 74.93

The Company did not grant any options during the fiscal year 2020.

The following assumptions were used in the Black-Scholes valuation model in fiscal years 2022 and 2021:

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0.75 % - 0.88 %

There were no new stock options granted during fiscal year 2023.

The weighted-average grant-date fair values of the stock options granted during fiscal years 2022 and 2021 were $ 33.57 and $ 34.37 , respectively.

As of November 30, 2022, 677 options were outstanding with a weighted-average remaining contractual term of 7.09 years, a weighted-average exercise price of $ 72.29 per option and an aggregate pre-tax intrinsic value of $ 21.1 million.

As of November 30, 2022, 362 options were vested and exercisable with a weighted-average remaining contractual term of 6.01 years, a weighted-average exercise price of $ 60.52 per share and an aggregate pre-tax intrinsic value of $ 15.3 million.

The cash received from the exercise of options and the intrinsic values of options exercised during fiscal years 2022, 2021 and 2020 were as follows:

As of November 30, 2023, 594 thousand stock options were outstanding with a weighted-average remaining contractual term of 6.23 years, a weighted-average exercise price of $ 74.93 per option and an aggregate pre-tax intrinsic value of $ 15.4 million.

As of November 30, 2023, 409 thousand options were vested and exercisable with a weighted-average remaining contractual term of 5.68 years, a weighted-average exercise price of $ 66.62 per share and an aggregate pre-tax intrinsic value of $ 13.7 million.

The cash received from the exercise of stock options and the intrinsic values of stock options exercised during fiscal years 2023, 2022 and 2021 were as follows:

Fiscal Years Ended November 30,

2023 2022 2021

(currency in thousands)

Intrinsic value of options exercised $ 3,570 $ 4,682 $ 16,163

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A summary of the changes in the Company’s non-vested RSAs and RSUs during fiscal year 2023 is presented below:

(shares in thousands, except per share amounts)

shares Weighted-average,

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Non-vested as of November 30, 2022 1,307 $ 95.69

RSAs granted 341 88.64

RSUs granted 350 99.12

RSAs and RSUs vested ( 353 ) 93.23

RSAs and RSUs cancelled/forfeited (1)

( 544 ) 100.07

Attainment adjustments (1)

Non-vested as of November 30, 2023 1,307 $ 94.92

__________________

(1) For performance-based RSUs, the difference between maximum awards and the actual number of shares issued upon full vesting is included.

The weighted-average grant-date fair value of the 537 RSAs and 147 RSUs granted during fiscal year 2021 were $ 100.04 and $ 96.29 , respectively.

The weighted-average grant-date fair value of the 60 RSAs and 3 RSUs granted during fiscal year 2020 were $ 97.40 and $ 110.58 , respectively.

(1) During the year ended November 30, 2023, t he attainment on PRSUs vested was adjusted to reflect actual performance.

The weighted-average grant-date fair value of the 691 thousand RSAs and RSUs granted during fiscal year 2022 was $ 93.95 .

The weighted-average grant-date fair value of the 684 thousand RSAs and RSUs granted during fiscal year 2021 was $ 99.28 .

As of November 30, 2023, there was $ 74.8 million of total unamortized share-based compensation expense related to non-vested RSAs and RSUs granted under the TD SYNNEX Plans.

That cost is expected to be recognized over an estimated weighted-average amortization period of 2.07 years.

In connection with the Separation, as required by the TD S YNNEX stock incentive plans, the Company made certain adjustments to outstanding employee equity awards with the intention of preserving the intrinsic value of the awards prior to the Separation.

In connection with the Separation, as required by the TD SYNNEX stock incentive plans, the Company made certain adjustments to outstanding employee equity awards with the intention of preserving the intrinsic value of the awards prior to the Separation.

In accordance with the employee matters agreement, each exercisable and non-exercisable stock option and unvested RSA was modified into similar awards of both SYNNEX and Concentrix and the exercise price of outstanding stock options was adjusted to preserve the intrinsic value of the awards.

Certain RSUs and performance-contingent awards were modified to provide the holders RSUs and performance contingent awards in the company that employs such employee following the Separation.

When settled wholly in the employer’s shares, the ratio was based on t he closing stock price of SYNNEX at November 30, 2020 compared to the opening stock price of the respective entity on December 1, 2020.

When settled wholly in the employer’s shares, the ratio was based on the closing stock price of SYNNEX at November 30, 2020 compared to the opening stock price of the respective entity on December 1, 2020.

The options strike prices were adjusted in the same manner.

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Prior to the Merger, certain of Tech Data’s employees were granted performance-based equity awards in Tiger Parent Holdings L.P., a partnership entity that was the parent company of Tiger Parent (AP) Corporation and Tech Data, 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 by Tiger Parent Holdings L.P.

from shares received at closing into restricted shares of TD SYNNEX that vest over 2 years.

Upon closing of the Merger, the unvested performance-based equity awards were converted i nto restricted shares of TD SYNNEX that vest over two years .

The following table summarizes the activity related to these restricted shares during the year ended November 30, 2023:

(in thousands) Restricted shares

Nonvested at November 30, 2021

(share amounts in thousands)

Restricted shares

Nonvested as of November 30, 2022

Vested ( 316 )

Canceled ( 34 )

Nonvested at November 30, 2022

The restricted shares had a fair value of $ 127.60 per share upon closing of the Merger which is being recorded as share-based compensation expense on a straight-line basis over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statements of Operations.

The Company recorded $ 45.7 million and $ 11.8 million of share-based compensation expense related to these restricted shares in "Acquisition, integration, and restructuring costs" during fiscal years 2022 and 2021, respectively.

As of November 30, 2022, there was $ 35.6 million of total unamortized share-based compensation expense related to these unvested awards to be recognized over a weighted-average amortization period of 0.75 years.

Nonvested as of November 30, 2023

The restricted shares had a fair value of $ 127.60 per share upon closing of the Merger which was recorded as share-based compensation expense on a straight-line basis over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statement of Operations.

The Company recorded $ 29.2 million, $ 45.7 million and $ 11.8 million of share-based compensation expense related to these restricted shares in "Acquisition, integration, and restructuring costs" during fiscal years 2023, 2022 and 2021, respectively.

All remaining restricted shares vested on September 1, 2023.

Employee Stock Purchase Plan

On January 6, 2014, the Board of Directors approved the adoption of the 2014 Employee Stock Purchase Plan (“2014 ESPP”) to succeed the Company's 2003 Employee Stock Purchase Plan.

The 2014 ESPP, as amended, commenced on January 1, 2015 with 750 authorized shares, which was due to antidilution provisions in the 2014 ESPP increased by 537 authorized shares following the Separation.

The 2014 ESPP, as amended, commenced on January 1, 2015 with 750 thousand authorized shares, which was due to antidilution provisions in the 2014 ESPP increased by 537 thousand authorized shares following the Separation.

Under the 2014 ESPP, there are four offering periods of three months each in a calendar year.

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Highly compensated employees are not eligible to participate in the plan.

On January 10, 2024, the Board of Directors approved the adoption of the 2024 Employee Stock Purchase Plan (“2024 ESPP”) to succeed the Company's 2014 Employee Stock Purchase Plan.

The 2024 ESPP will commence with 750 thousand authorized shares.

Under the 2024 ESPP, there will be two offering periods per calendar year.

Eligible employees in the United States and Canada can choose to have a fixed percentage deducted from their bi-weekly compensation to purchase the Company's common stock at a discount of 15 %, subject to a maximum purchase limit of $ 25 thousand in fair market value of common stock in a calendar year.

Share-based compensation expense related to the 2014 ESPP was immaterial during fiscal years 2023, 2022 and 2021.

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Share Repurchase Program

In June 2020, the Board of Directors authorized a three-year $ 400.0 million share repurchase program, effective July 1, 2020, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions.

In June 2020, the Board of Directors authorized a three-year $ 400.0 million share repurchase program, effective July 1, 2020.

In January 2023, the Board of Directors authorized a new three-year $ 1.0 billion share repurchase program, replacing the existing $ 400.0 million share repurchase program, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions.

On January 30, 2023, the Company announced the closing of a secondary public offering (the "January Offering") of an aggregate of 5.2 million shares of its common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc (the "January Selling Stockholders").

All the shares in the January Offering were sold by the January Selling Stockholders.

The Company did not receive any of the proceeds from the sale of shares by the January Selling Stockholders in the January Offering.

Also pursuant to the related underwriting agreement, the Company repurchased 900 thousand shares of its common stock from the underwriters as part of the January Offering, at the public offering price of $ 97.00 per share, resulting in a purchase price of $ 87.3 million (the "January Concurrent Share Repurchase").

The January Concurrent Share Repurchase was made under the Company's existing $ 1.0 billion share repurchase program, and is included within the caption "Shares of treasury stock purchased under share repurchase program" in the table below.

On October 10, 2023, the Company announced a secondary public offering (the "October Offering") of an aggregate of 7.8 million shares of its common stock (which includes approximately 1.0 million additional shares that underwriters had the option to purchase), of which 6.8 million shares were sold by certain entities managed by affiliates of Apollo Global Management, Inc.

and 966 thousand shares were sold by certain entities affiliated with MiTAC Holdings Corporation (collectively, the "October Selling Stockholders").

All of the shares in the October Offering were sold by the October Selling Stockholders.

The Company did not receive any of the proceeds from the sale of shares by the October Selling Stockholders in the October Offering.

Also pursuant to the related underwriting agreement, the Company repurchased approximately 2.8 million shares from the underwriters as part of the October Offering, at a repurchase price of $ 95.5135 per share, resulting in a purchase price of approximately $ 262.7 million (the "October Concurrent Share Repurchase").

The October Concurrent Share Repurchase was made under the Company's existing $ 1.0 billion share repurchase program, and is included within the caption "Shares of treasury stock purchased under share repurchase program" in the table below.

As of November 30, 2023, the Company had $ 395.9 million available for future repurchases of its common stock under the authorized share repurchase program.

The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the year ended November 30, 2023.

(shares in thousands, except per share amounts)

Shares Weighted-average price per share

Treasury stock balance at November 30, 2021

Treasury stock balance as of November 30, 2022

4,049 $ 83.29

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Shares of treasury stock repurchased for tax withholdings on equity awards 189 100.57

Treasury stock balance at November 30, 2022

Shares of treasury stock reissued for employee benefit plans ( 365 ) 90.11

Treasury stock balance as of November 30, 2023

10,343 $ 91.82

__________________

(1) Weighted-average price per share excludes broker's commissions and excise taxes.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the twelve months ended November 30, 2023 excludes $ 5.6 million of accrued excise tax that is included in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets at November 30, 2023.

Excise taxes when paid are classified as operating activities in the Consolidated Statements of Cash Flows.

The Company declared cumulative cash dividends of $ 1.40 , $ 1.20 and $ 0.80 per share during the years ended November 30, 2023, 2022 and 2021, respectively.

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Dividends are subject to continued capital availability and the declaration by the Board of Directors in the best interest of the Company’s stockholders.

NOTE 7— EARNINGS PER COMMON SHARE:

The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:

Fiscal Years Ended November 30,

2023 2022 2021

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

Basic earnings per common share:

Net income attributable to common stockholders (1)

$ 622,045 $ 646,963 $ 391,025

Weighted-average number of common shares - basic 92,572 95,225 62,239

Basic earnings per common share $ 6.72 $ 6.79 $ 6.28

Diluted earnings per common share:

Net income attributable to common stockholders (1)

$ 622,056 $ 646,974 $ 391,051

Weighted-average number of common shares - basic 92,572 95,225 62,239

Effect of dilutive securities:

Stock options and RSUs 281 284 459

Weighted-average number of common shares - diluted 92,853 95,509 62,698

Diluted earnings per common share $ 6.70 $ 6.77 $ 6.24

Anti-dilutive shares excluded from diluted earnings per share calculation 287 260 16

__________________

(1) RSAs granted by the Company are considered participating securities.

Income available to participating securities was immaterial in all periods presented.

NOTE 8— BALANCE SHEET COMPONENTS:

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As of November 30,

(currency in thousands)

Cash and cash equivalents $ 1,033,776 $ 522,604

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Accounts receivable, net:

The following table summarizes accounts receivable, net:

As of November 30,

(currency in thousands)

Accounts receivable $ 10,448,567 $ 9,550,741

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Receivables from vendors, net:

The following table summarizes receivables from vendors, net:

As of November 30,

(currency in thousands)

Receivables from vendors $ 976,453 $ 831,539

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Allowance for doubtful trade receivables:

Balance at November 30, 2019 $ 23,865

Additions 42,592

Write-offs, reclassifications and foreign exchange translation 904

Balance at November 30, 2020 67,361

The following table summarizes the changes to the allowance for doubtful trade receivables (currency in thousands):

Balance as of November 30, 2020 $ 67,361

Acquisitions 75,362

Additions ( 7,544 )

Write-offs, reclassifications and foreign exchange translation ( 20,343 )

Balance at November 30, 2021 114,836

Write-offs, recoveries, reclassifications and foreign exchange translation ( 20,343 )

Balance as of November 30, 2021 114,836

Additions 34,741

Write-offs, reclassifications and foreign exchange translation ( 19,835 )

Balance at November 30, 2022 $ 129,742

Write-offs, recoveries, reclassifications and foreign exchange translation ( 19,835 )

Balance as of November 30, 2022 129,742

Additions 44,742

Write-offs, recoveries, reclassifications and foreign exchange translation ( 23,731 )

Balance as of November 30, 2023 $ 150,753

Allowance for receivables from vendors:

Balance at November 30, 2019 $ 5,481

Write-offs, reclassifications and foreign exchange translation ( 354 )

Balance at November 30, 2020 5,126

The following table summarizes the changes to the allowance for receivables from vendors (currency in thousands):

Balance as of November 30, 2020 $ 5,126

Acquisitions 7,524

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Write-offs, reclassifications and foreign exchange translation ( 2,110 )

Balance at November 30, 2021 11,128

Balance as of November 30, 2021 11,128

Additions 1,497

Write-offs, reclassifications and foreign exchange translation ( 221 )

Balance at November 30, 2022 $ 12,404

Balance as of November 30, 2022 12,404

Additions ( 106 )

Write-offs, reclassifications and foreign exchange translation ( 179 )

Balance as of November 30, 2023 $ 12,119

Property and equipment, net:

The following table summarizes property and equipment, net:

As of November 30,

(currency in thousands)

Land $ 27,871 $ 27,311

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Depreciation and amortization expense for fiscal years 2023, 2022 and 2021, was $ 124.6 million, $ 164.2 million and $ 44.2 million, respectively.

Fiscal year 2022 includes accelerated depreciation and amortization expense of $ 64.4 million due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, which is recorded in "Acquisition, integration and restructuring expenses" in the Consolidated Statements of Operations.

Fiscal years 2023 and 2022 include accelerated depreciation and amortization expense of $ 17.4 million and $ 64.4 million, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, which is recorded in "Acquisition, integration and restructuring costs" in the Consolidated Statements of Operations.

The following table summarizes changes in the carrying amount of goodwill:

Fiscal Year Ended November 30, 2023

Americas Europe APJ Total

(currency in thousands)

Balance, beginning of year $ 2,451,826 $ 1,277,226 $ 74,798 $ 3,803,850

Adjustments to fair value during the measurement period for the Merger 16,619 31,404 ( 4,291 ) 43,732

Dispositions upon sale of subsidiaries ( 3,128 ) — — ( 3,128 )

Foreign exchange translation 31,380 72,514 ( 446 ) 103,448

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Intangible assets, net:

The following table summarizes intangible assets, net:

As of November 30, 2023 As of November 30, 2022

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Amortization Net

(currency in thousands)

Intangible assets with indefinite lives:

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Estimated future amortization expense of the Company’s intangible assets is as follows:

Fiscal years ending November 30,

Fiscal years ending November 30, (currency in thousands)

2024 $ 290,907

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Accumulated other comprehensive income (loss)

The components of accumulated other comprehensive income (loss) ("AOCI"), net of taxes, were as follows:

The following table summarizes the components of accumulated other comprehensive income (loss) ("AOCI"), net of taxes:

(currency in thousands)

Unrealized gains

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Refer to Note 9 – Derivative Instruments for the location of gains and losses reclassified from accumulated other comprehensive income (loss) to the Consolidated Statements of Operations.

The reclassification of the net foreign currency translation adjustment realized upon sale of a foreign subsidiary was recorded within selling, general and administrative expenses in the Consolidated Statements of Operations.

NOTE 9— DERIVATIVE INSTRUMENTS:

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There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates.

Generally, the Company does not use derivative instruments to cover equity risk and credit risk.

The Company does not use derivative instruments to cover equity risk and credit risk.

The Company’s hedging program is not used for trading or speculative purposes.

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The Company uses interest rate swap derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt.

The swaps have maturities at various dates through October 2023 .

The Company terminated interest rate swaps with a notional value of $ 400.0 million in December 2021.

Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings.

Deferred gains and losses associated with cash flow hedges of interest payments are recognized in "Interest expense and finance charges, net" in the Consolidated Statements of Operations in the same period as the related expense is recognized.

Deferred gains and losses associated with cash flow hedges of interest payments are recognized in “Interest expense and finance charges, net” in the same period as the related expense is recognized.

Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period.

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Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions.

The Company terminated its remaining interest rate swaps in May 2023 and had no interest rate swaps designated as cash flow hedges outstanding as of November 30, 2023.

Net Investment Hedges

The Company has entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges.

The Company entered into the net

investment hedges to offset the risk of change in the U.S.

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 aggregate notional values of the Company's outstanding net investment hedge contracts by year of maturity as of November 30, 2023 are as follows:

Fiscal years ending November 30,

Fiscal years ending November 30, (currency in thousands)

2024 $ 257,500

Total $ 516,250

The Company had no net investment hedges outstanding as of November 30, 2021.

Non-Designated Derivatives

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The fair values of the Company’s derivative instruments are disclosed in Note 10 - Fair Value Measurements and summarized in the table below:

Balance Sheet Line Item November 30,

Balance Sheet Line Item (currency in thousands)

2023 November 30,

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Other current assets — 17,222

Other accrued liabilities — 38,670

Other long-term liabilities — 24,151

Derivative instruments designated as net investment hedges:

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Other long-term liabilities 18,041 16,420

The Company terminated interest rate swaps with a notional value of $ 400.0 million in December 2021 (the "December 2021 Terminations").

Cumulative losses from the December 2021 Terminations totaled $ 16.0 million and were reclassified from AOCI to "Interest expense and finance charges, net" over the period through September 2023.

The Company additionally terminated interest rate swaps with a notional value of $ 1.0 billion in May 2023 (the "May 2023 Terminations").

Cumulative gains from the May 2023 Terminations totaled $ 10.0 million and were reclassified from AOCI to "Interest expense and finance charges, net" over the period through October 2023.

Volume of Activity

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2023 2022 2021

(currency in thousands)

Derivative instruments designated as cash flow hedges:

Gains (losses) recognized in OCI on interest rate swaps $ 46,502 $ 10,902 $ ( 66,372 )

Losses on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ ( 26,443 ) $ ( 42,115 ) $ ( 34,443 )

Gains recognized in OCI on interest rate swaps $ 937 $ 46,502 $ 10,902

Gains (losses) on interest rate swaps reclassified from AOCI into income Interest expense and finance charges, net $ 9,494 $ ( 26,443 ) $ ( 42,115 )

Derivative instruments designated as net investment hedges:

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Derivative instruments not designated as hedging instruments:

Gains recognized from foreign exchange forward contracts, net (1)

Cost of revenue $ 38,360 $ 18,073 $ —

(Losses) gains recognized from foreign exchange forward contracts, net (1)

Cost of revenue $ ( 43,338 ) $ 38,360 $ 18,073

Losses recognized from foreign exchange forward contracts, net (1)

Other (expense) income, net ( 6,212 ) ( 10,504 ) ( 6,878 )

Gains (losses) recognized from interest rate swaps, net Interest expense and finance charges, net — 128 ( 643 )

Gains recognized from interest rate swaps, net Interest expense and finance charges, net — — 128

Total $ ( 49,550 ) $ 27,856 $ 11,323

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(1) The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies.

Except for the net investment hedge amount for fiscal 2022 shown above, there were no material gain or loss amounts excluded from the assessment of effectiveness.

Existing net gains in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 9.6 million.

Except for the net investment hedge amounts shown above, there were no material gain or loss amounts excluded from the assessment of effectiveness.

There are no existing gains or losses in AOCI expected to be reclassified into earnings in the normal course of business within the next 12 months.

Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties.

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Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis:

The following table summarizes the valuation of the Company’s financial instruments that are measured at fair value on a recurring basis:

As of November 30, 2023 As of November 30, 2022

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Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

(currency in thousands)

Forward foreign currency exchange contracts not designated as hedges $ 4,326 — $ 4,326 — $ 9,597 — $ 9,597 —

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Forward foreign currency exchange contracts designated as net investment hedges 36,376 — 36,376 — 16,675 — 16,675 —

Interest rate swaps — — — — 62,821 — 62,821 —

The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers.

Fair values of long-term foreign currency exchange contracts are measured using valuations based upon quoted prices for similar assets and liabilities in active markets and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts.

Fair values of interest rate swaps are measured using standard valuation models using inputs that are readily available in public markets, or can be derived from observable market transactions, including LIBOR spot and forward rates.

There were no interest rate swaps outstanding as of November 30, 2023.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of November 30, 2023 and 2022.

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As of November 30,

Committed and uncommitted revolving credit facilities and borrowings $ 193,128 $ 106,256

(currency in thousands)

Current portion of TD SYNNEX Senior Notes $ 700,000 $ —

Current portion of TD SYNNEX term loan 75,000 75,000

Other short-term borrowings 208,694 193,128

Short-term borrowings before debt discount and issuance costs $ 983,694 $ 268,128

current portion of unamortized debt discount and issuance costs

Borrowings, current $ 983,585 $ 268,128

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AR Arrangement can borrow up to a maximum of $ 1.5 billion based upon eligible trade accounts receivable.

AR Arrangement has a maturity date of December 2024.

The effective borrowing cost under the U.S.

AR Arrangement is a blended rate based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon the Secured Overnight Financing Rate ("SOFR").

AR Arrangement is a blended rate based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon the SOFR.

In addition, a program fee payable on the used portion of the lenders’ commitment accrues at 0.75 % per annum.

A facility fee is payable on the adjusted commitment of the lenders, to accrue at different tiers ranging between 0.30 % per annum and 0.40 % per annum depending on the amount of outstanding advances from time to time.

On December 11, 2023, the U.S.

AR Arrangement was amended.

The amendment extended the maturity date of the agreement by one year to December 2025 and increased the program fee payable on the used portion of the lenders’ commitment to 0.85 %.

Under the terms of the U.S.

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subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 2.9 billion as of November 30, 2022.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.4 billion and $ 2.9 billion as of November 30, 2023 and 2022, respectively.

The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by the Company's bankruptcy-remote subsidiary as security.

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AR Arrangement at November 30, 2023 or 2022.

SYNNEX United States credit agreement

Prior to the Merger, in the United States, the Company had a senior secured credit agreement (as amended, the "U.S.

Credit Agreement") with a group of financial institutions.

Credit Agreement included a $ 600.0 million commitment for a revolving credit facility and a term loan in the original principal amount of $ 1.2 billion.

Interest on borrowings under the U.S.

Credit Agreement was based on LIBOR or a base rate at the Company's option, plus a margin.

The margin for LIBOR loans ranged from 1.25 % to 2.00 % and the margin for base rate loans ranged from 0.25 % to 1.00 %, provided that LIBOR was not less than zero .

The base rate was a variable rate which was the highest of (a) the Federal Funds Rate, plus a margin of 0.5 %, (b) the rate of interest announced, from time to time, by the agent, Bank of America, N.A., as its “prime rate,” and (c) the Eurodollar Rate, plus 1.0 %.

The unused revolving credit facility commitment fee ranged from 0.175 % to 0.30 % per annum.

The margins above the applicable interest rates and the revolving commitment fee for revolving loans were based on the Company’s consolidated leverage ratio, as calculated under the U.S.

Credit Agreement.

The Company’s obligations under the U.S.

Credit Agreement were secured by substantially all of the parent company’s and its United States domestic subsidiaries’ assets on a pari passu basis with the interests of the lenders under the U.S.

Term Loan Credit Agreement (defined below) pursuant to an intercreditor agreement and were guaranteed by certain of the Company's United States domestic subsidiaries.

Credit Agreement was originally scheduled to mature in September 2022, however the U.S.

Credit Agreement was terminated on September 1, 2021 and all outstanding balances were repaid in full as part of the Merger (see Note 3 – Acquisitions for further discussion).

SYNNEX United States term loan credit agreement

Prior to the Merger, in the United States the Company had a senior secured term loan credit agreement (the “U.S.

Term Loan Credit Agreement”) with a group of financial institutions in the original principal amount of $ 1.8 billion.

The remaining outstanding principal was payable on maturity.

Interest on borrowings under the U.S.

Term Loan Credit Agreement were based on LIBOR or a base rate at the Company’s option, plus a margin.

The margin for LIBOR loans ranged from 1.25 % to 1.75 % and the margin for base rate loans ranged from 0.25 % to 0.75 %, provided that LIBOR was not less than zero .

The base rate was a variable rate which was the highest of (a) 0.5 % plus the greater of (x) the Federal Funds Rate in effect on such day and (y) the overnight bank funding rate in effect on such day, (b) the Eurodollar Rate plus 1.0 % per annum, and (c) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.

During the period in which the term loans were available to be drawn, the Company paid term loan commitment fees.

The margins above the Company's applicable interest rates and the term loan commitment fee were based on the Company's consolidated leverage ratio as calculated under the U.S.

Term Loan Credit Agreement.

The Company's obligations under the U.S.

Term Loan Credit Agreement were secured by substantially all of the Company’s and certain of its domestic subsidiaries’ assets on a pari passu basis with the interests of the lenders under the U.S.

Credit Agreement pursuant to an intercreditor agreement, and were guaranteed by certain of its domestic subsidiaries.

Term Loan Credit Agreement was originally scheduled to mature in October 2023, however the U.S.

Term Loan Credit Agreement was terminated on September 1, 2021 and all outstanding balances were repaid in full as part of the Merger (see Note 3 – Acquisitions for further discussion).

TD SYNNEX Credit Agreement

In connection with the Merger Agreement, the Company entered into a credit agreement, dated as of April 16, 2021 (the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $ 3.5 billion which revolving credit facility (the “TD SYNNEX revolving credit facility”) may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $ 500.0 million.

The Company is party to a credit agreement, dated as of April 16, 2021 and amended May 22, 2023 (as amended, the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $ 3.5 billion which revolving credit facility (the “TD SYNNEX revolving credit facility”) may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $ 500.0 million.

There were no amounts outstanding under the TD SYNNEX revolving credit facility at November 30, 2023 or 2022.

The TD SYNNEX Credit Agreement also includes a senior unsecured term loan (the “TD SYNNEX term loan” and, together with the TD SYNNEX revolving credit facility, the “TD SYNNEX credit facilities”) in an aggregate principal amount of $ 1.5 billion, that was fully funded in connection with the closing of the Merger.

The TD SYNNEX Credit Agreement also includes a senior unsecured term loan (the “TD SYNNEX term loan” and, together with the TD SYNNEX revolving credit facility, the “TD SYNNEX credit facilities”) in an original aggregate principal amount of $ 1.5 billion, that was fully funded in connection with the closing of the Merger.

The borrower under the TD SYNNEX Credit Agreement is the Company.

There are no guarantors of the TD SYNNEX Credit Agreement.

The maturity of the TD SYNNEX Credit Agreement is on the fifth anniversary of the September 2021 closing date, to occur in September 2026, subject in the case of the TD SYNNEX revolving credit facility, to two one-year extensions upon the Company’s prior notice to the lenders and the agreement of the lenders to extend such maturity date.

The maturity of the TD SYNNEX Credit Agreement is on the fifth anniversary of the September 2021 closing date, to occur in September 2026, subject in the case of the revolving credit facility, to two one-year extensions upon the Company’s prior notice to the lenders and the agreement of the lenders to extend such maturity date.

The outstanding principal amount of the TD SYNNEX term loan is payable in quarterly installments in an amount equal to 1.25 % of the original $ 1.5 billion principal balance, with the outstanding principal amount of the term loans due in full on the maturity date.

Loans borrowed under the TD SYNNEX Credit Agreement bear interest, in the case of LIBOR (or successor) rate loans, at a per annum rate equal to the applicable LIBOR (or successor) rate, plus the applicable margin, which may range from 1.125 % to 1.750 %, based on the Company’s public debt rating (as defined in the TD SYNNEX Credit Agreement).

The applicable margin on base rate loans is 1.00 % less than the corresponding margin on LIBOR (or successor rate) based loans.

Loans borrowed under the TD SYNNEX Credit Agreement bear interest, in the case of SOFR rate loans, at a per annum rate equal to the applicable SOFR rate, plus the applicable margin, which may range from 1.125 % to 1.750 %, based on the Company’s public debt rating (as defined in the TD SYNNEX Credit Agreement).

The applicable margin on base rate loans is 1.00 % less than the corresponding margin on SOFR rate based loans.

In addition to these borrowing rates, there is a commitment fee that ranges from 0.125 % to 0.300 % on any unused commitment under the TD SYNNEX revolving credit facility based on the Company’s public debt rating.

The effective interest rate for the TD SYNNEX term loan was 6.82 % and 5.46 % as of November 30, 2023 and 2022, respectively.

The Company uses interest rate swap derivative contracts to economically convert a portion of the TD SYNNEX term loan to fixed-rate debt (see Note 9 - Derivative Instruments for further discussion).

The Company used interest rate swap derivative contracts to economically convert a portion of the TD SYNNEX term loan to fixed-rate debt.

The interest rate swaps were terminated in May 2023 (see Note 9 - Derivative Instruments for further discussion).

The TD SYNNEX Credit Agreement contains various loan covenants that are customary for similar facilities for similarly rated borrowers that restricts the ability of the Company and its subsidiaries to take certain actions.

The TD SYNNEX Credit Agreement also contains financial covenants that require compliance with a maximum debt to EBITDA ratio and a minimum interest coverage ratio, in each case tested on the last day of each fiscal quarter.

The TD SYNNEX Credit Agreement also contains financial covenants which require compliance with a maximum debt to EBITDA ratio and a minimum interest coverage ratio, in each case tested on the last day of each fiscal quarter.

The TD SYNNEX Credit Agreement also contains various customary events of default, including with respect to a change of control of the Company.

TD SYNNEX Senior Notes

notes due August 9, 2026 , $ 600.0 million of 2.375 % senior notes due August 9, 2028 , and $ 500.0 million of 2.65 % senior notes due August 9, 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

On August 9, 2021, the Company completed its offering of $ 2.5 billion aggregate principal amount of senior unsecured notes, consisting of $ 700.0 million of 1.25 % senior notes due August 9, 2024 , $ 700.0 million of 1.75 % senior notes due August 9, 2026 , $ 600.0 million of 2.375 % senior notes due August 9, 2028 , and $ 500.0 million of 2.65 % senior notes due August 9, 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

The Company incurred $ 19.6 million towards issuance costs on the Senior Notes.

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The Exchange Offer expired on July 14, 2022 and settlement occurred on July 15, 2022.

Other Borrowings and Term Debt

The Company has various other committed and uncommitted lines of credit with financial institutions, accounts receivable securitization arrangements, finance leases, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $ 574.9 million in borrowing capacity as of November 30, 2022.

Other Short-Term Borrowings

The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $ 583.1 million in borrowing capacity as of November 30, 2023.

Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal.

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Borrowings under these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable.

On March 22, 2021, the Company had entered into a debt commitment letter (the “Commitment Letter”), under which Citigroup Global Markets Inc.

and certain other financing institutions joining thereto pursuant to the terms thereof committed to provide (i) a $ 1.5 billion senior unsecured term bridge facility (the "Term Loan A Bridge Facility"), (ii) a $ 2.5 billion senior unsecured term bridge facility (the “Bridge Facility”) and (iii) a $ 3.5 billion senior unsecured revolving bridge facility (the "Bridge Revolving Facility"), subject to the satisfaction of certain customary closing conditions.

On April 16, 2021, (i) the $ 1.5 billion commitment with respect to the Term Loan A Bridge Facility under the Commitment Letter and (ii) the $ 3.5 billion commitment with respect to the Bridge Revolving Facility under the Commitment Letter were reduced to zero , in each case, as a result of the Company entering into the TD SYNNEX Credit Agreement;

and on August 9, 2021 the Bridge Facility was reduced to zero as a result of the issuance of the Senior Notes.

At November 30, 2023, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 48.8 million.

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As of November 30, 2023, future principal payments under the above loans are as follows:

Fiscal Years Ending November 30,

Fiscal Years Ending November 30, (currency in thousands)

2024 $ 983,694

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As of November 30, 2023, the Company was in compliance with the financial covenant requirements for the above arrangements.

NOTE 12—EARNINGS PER COMMON SHARE:

The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:

Fiscal Years Ended November 30,

2022 2021 2020

Basic earnings per common share:

Income from continuing operations attributable to common stockholders (1)

$ 646,963 $ 391,025 $ 330,780

Income from discontinued operations attributable to common stockholders (1)

Net income attributable to common stockholders (1)

$ 646,963 $ 391,025 $ 523,276

Weighted-average number of common shares - basic 95,225 62,239 50,900

Basic earnings per common share

Continuing operations $ 6.79 $ 6.28 $ 6.50

Discontinued operations — — 3.78

Total basic earnings per common share $ 6.79 $ 6.28 $ 10.28

Diluted earnings per common share:

Income from continuing operations attributable to common stockholders (1)

$ 646,974 $ 391,051 $ 330,802

Income from discontinued operations attributable to common stockholders (1)

Net income attributable to common stockholders (1)

$ 646,974 $ 391,051 $ 523,313

Weighted-average number of common shares - basic 95,225 62,239 50,900

Effect of dilutive securities:

Stock options and RSUs 284 459 337

Weighted-average number of common shares - diluted 95,509 62,698 51,237

Diluted earnings per common share

Continuing operations $ 6.77 $ 6.24 $ 6.46

Discontinued operations — — 3.76

Total diluted earnings per common share $ 6.77 $ 6.24 $ 10.21

Anti-dilutive shares excluded from diluted earnings per share calculation 260 16 63

__________________

(1) RSAs granted by the Company are considered participating securities.

Income available to participating securities was immaterial in all periods presented.

NOTE 12— SEGMENT INFORMATION:

Segment results for all prior periods have been restated for comparability to the Company’s current reportable segments (see Note 1 – Organization and Basis of Presentation for further discussion).

Summarized financial information related to the Company’s reportable business segments for the periods presented is shown below:

Americas Europe APJ Consolidated

(currency in thousands)

Fiscal Year ended November 30, 2023

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(1) Excludes purchases of capitalized software and application software.

(2) Excludes amounts related to Concentrix prior to the Separation.

The Company attributes revenues from external customers to the country from where products are delivered.

Except for the United States, no other country accounted for 10% or more of the Company’s revenue for the periods presented.

Except for the United States and France, no other country accounted for 10% or more of the Company’s property and equipment, net, less capitalized software and application software, for the periods presented:

Fiscal Years Ended November 30,

2023 2022 2021

(currency in thousands)

United States $ 30,418,425 $ 34,104,786 $ 19,923,466

1 unchanged sentence

Total $ 57,555,416 $ 62,343,810 $ 31,614,169

As of November 30,

(currency in thousands)

Long-lived assets:

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NOTE 13— RELATED PARTY TRANSACTIONS:

The Company has a business relationship with MiTAC Holdings Corporation (“MiTAC Holdings”), a publicly-traded company in Taiwan, which began in 1992 when MiTAC Holdings became one of the Company’s primary investors

through its affiliates.

As of November 30, 2023 and 2022, MiTAC Holdings and its affiliates beneficially owned approximately 9.3 % and 9.7 % of the Company's outstanding common stock, respectively.

Matthew Miau, Chairman Emeritus of the Company’s Board of Directors and a director, is the Chairman of MiTAC Holdings and a director or officer of MiTAC Holdings’ affiliates.

Miau, Chairman Emeritus of the Company’s Board of Directors and a director, is the Chairman of MiTAC Holdings and a director or officer of MiTAC Holdings’ affiliates.

Beneficial Ownership of the Company’s Common Stock by MiTAC Holdings

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These shares are owned by the following entities:

(shares in thousands)

As of November 30, 2023

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(1) Shares are held as follows:

302 shares by Silver Star Developments Ltd.

and 2,595 shares by MiTAC International Corp., both of which are wholly owned subsidiaries of MiTAC Holdings, along with 2,403 shares held directly by MiTAC Holdings.

Excludes 194 shares held directly by Mr.

Miau, 217 shares indirectly held by Mr.

Miau through a charitable remainder trust, and 190 shares held by his spouse.

302 thousand shares by Silver Star Developments Ltd.

and 2,065 thousand shares by MiTAC International Corp., both of which are wholly owned subsidiaries of MiTAC Holdings, along with 2,403 thousand shares held directly by MiTAC Holdings.

Excludes 146 thousand shares held directly by Mr.

Miau, 217 thousand shares indirectly held by Mr.

Miau through a charitable remainder trust, and 190 thousand shares held by his spouse.

(2) Synnex Technology International Corp.

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Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International.

MiTAC Holdings directly and indirectly owns a noncontrolling interest of 14.1 % in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of 15.7 % in Synnex Technology International.

MiTAC Holdings owns a noncontrolling interest of 14.1 % in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of 15.7 % in Synnex Technology International.

Neither MiTAC Holdings nor Mr.

3 unchanged sentences

2023 2022 2021

(currency in thousands)

Purchases of inventories and services $ 174,121 $ 257,726 $ 199,698

3 unchanged sentences

As of November 30,

(currency in thousands)

Receivable from related parties (included in Accounts receivable, net) $ 4,330 $ 1,222

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2023 2022 2021

(currency in thousands)

Operating lease cost $ 109,789 $ 113,878 $ 48,167

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The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter as of November 30, 2023:

Fiscal Years Ending November 30,

Fiscal Years Ending November 30, (currency in thousands)

2024 $ 97,948

3 unchanged sentences

Total present value of lease payments $ 468,072

__________________

(1) Imputed interest represents the difference between undiscounted cash flows and discounted cash flows.

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Operating leases Balance sheet location November 30, 2023 November 30, 2022

(currency in thousands)

Operating lease ROU assets Other assets, net $ 450,966 $ 406,165

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Cash flow information 2023 2022 2021

(currency in thousands)

Cash paid for amounts included in the measurement of lease liabilities $ 108,880 $ 114,558 $ 29,887

Non-cash ROU assets obtained in exchange for lease liabilities (subsequent to initial adoption) 72,885 34,179 25,172

Non-cash ROU assets obtained in exchange for lease liabilities 128,953 72,885 34,179

The weighted-average remaining lease term and discount rate as of November 30, 2023 and 2022 were as follows:

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NOTE 16— INCOME TAXES:

The components of pretax income from continuing operations are as follows:

The components of pretax income are as follows:

Fiscal Years Ended November 30,

2023 2022 2021

(currency in thousands)

United States $ 283,233 $ 334,994 $ 246,331

4 unchanged sentences

2023 2022 2021

(currency in thousands)

Current tax provision:

11 unchanged sentences

As of November 30,

(currency in thousands)

Deferred tax assets $ 79,512 $ 46,523

3 unchanged sentences

As of November 30,

(currency in thousands)

Loss carryforwards $ 82,014 $ 82,192

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The decrease in the Company's overall deferred tax liability position is primarily due to a reversal of a portion of the Company's deferred tax liabilities.

The net change in the deferred tax valuation allowances in fiscal 2022 was a decrease of $ 20.5 million primarily resulting from fair value adjustments recorded during the measurement period related to the Merger.

The net change in the deferred tax valuation allowances in fiscal 2023 was a decrease of $ 10.5 million primarily resulting from the write-off of deferred tax assets in certain foreign jurisdictions for which a valuation allowance had previously been established.

The valuation allowance at November 30, 2023 and November 30, 2022 primarily relates to carryforwards for foreign net operating losses and foreign tax credits in the United States.

35 unchanged sentences

Adjustments are recorded based on filed returns when such returns are finalized or the related adjustments are identified.

The aggregate changes in the balances of gross unrecognized tax benefits, excluding accrued interest and penalties, during fiscal years 2022, 2021 and 2020 were as follows:

The aggregate changes in the balances of gross unrecognized tax benefits, excluding accrued interest and penalties, during fiscal years 2023, 2022 and 2021 were as follows (currency in thousands):

For the year ended November 30:

1 unchanged sentence

Gross unrecognized tax benefits at beginning of period $ 20,695 $ 26,330 $ 12,513

Increases (decreases) in tax positions for prior years and acquisitions 1,069 17,579 ( 880 )

Increases in tax positions for prior years and acquisitions 859 1,069 17,579

Decreases in tax positions for prior years ( 3,093 ) ( 189 ) —

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Tech Data agreed with the French authorities 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 .

Additionally, the Company provided a third-party surety bond to the Competition Authority to guarantee the payment of the amount of the fine and interest, if applicable.

On October 6, 2022, the appeals court issued a ruling that reduced the fine imposed on the Company from € 76.1 million to € 24.9 million.

The Company continues to contest the arguments of the Competition Authority and has further appealed this matter.

As a result of the appeals court ruling, the Company has determined that the best estimate of probable loss related to this matter as of November 30, 2022 is € 24.9 million (approximately $ 25.7 million as of November 30, 2022), which has been paid in full.

As a result of the appeals court ruling, the Company has determined that the best estimate of probable loss related to this matter as of November 30, 2023 is € 24.9 million (approximately $ 27.3 million as of November 30, 2023), which was paid in full in fiscal year 2022.

The Company decreased its accrual established for this matter by $ 10.8 million during fiscal year 2022 which is recorded in "Other (expense) income, net" in the Consolidated Statement of Operations .

6 unchanged sentences

It is possible that the ultimate liabilities could differ from the amounts recorded.

Under the Separation and Distribution agreement, SYNNEX agreed to indemnify Concentrix, each of its subsidiaries and each of their respective directors, officers and co-workers from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to SYNNEX as part of the Separation.

Similarly, Concentrix agreed to indemnify SYNNEX, each of its subsidiaries and each of their respective directors, officers and co-workers from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Concentrix as part of the Separation.

SYNNEX expects Concentrix to fully perform under the terms of the Separation and Distribution agreement.

Under the Separation and Distribution agreement, SYNNEX and Concentrix agreed to cooperate with each other in managing litigation related to both companies' businesses.

The Separation and Distribution agreement also included provisions that assign to each company responsibility for managing pending and future litigation related to the general corporate matters of SYNNEX arising prior to the Separation.

The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company’s results of operations, financial position or cash flows.

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(in thousands)

(Amounts may not add due to rounding)

(Amounts may not add or compute due to rounding)

Fiscal Year Charged to Revenue

and Expense, net Additions and Measurement Period Adjustments Related to

Acquisitions Reclassifications

Acquisitions Deductions, Reclassifications

Write-offs Balances at

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data