What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-01-24 compared with 2024-01-26 · 259 added, 326 removed, 975 unchanged (38% 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 ID:

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Tampa, FL , Auditor Firm ID:

Consolidated Balance Sheets as of November 30, 2024 and 2023

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We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter.

The geographical dispersion of distribution and administrative facilities required especially subjective auditor judgment in determining the nature and extent of procedures to perform and in evaluating those procedures.

The geographical dispersion of distribution and administrative facilities and employees providing revenue generating services required especially subjective auditor judgment in determining the nature and extent of procedures to perform and in evaluating those procedures.

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

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

Santa Clara, California

Tampa, Florida

January 24, 2025

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Preferred stock, $ 0.001 par value, 5,000 shares authorized, no shares issued or outstanding

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 and 98,696 shares issued as of November 30, 2023 and 2022, respectively

Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both November 30, 2024 and 2023

Additional paid-in capital 7,437,688 7,435,274

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Interest expense and finance charges, net ( 319,458 ) ( 288,318 ) ( 222,578 )

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

Other expense, net ( 8,718 ) ( 206 ) ( 1,165 )

Income before income taxes 866,035 789,508 827,130

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Net income $ 689,091 $ 626,911 $ 651,307

Other comprehensive income (loss):

Other comprehensive (loss) income:

Unrealized gains on cash flow hedges during the period, net of tax expense of $ 0 , ($ 235 ) and $( 11,457 ) for fiscal years ended November 30, 2024, 2023 and 2022, respectively

702 35,046 8,747

Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $ 0 , $ 2,623 and ($ 6,517 ) for fiscal years ended November 30, 2024, 2023 and 2022, respectively

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Total change in unrealized (losses) gains on cash flow hedges, net of taxes

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

— ( 6,169 ) 54,972

Foreign currency translation adjustments and other, net of tax (expense) benefit of $( 189 ), $ 7,160 and $ 3,192 for fiscal years ended November 30, 2024, 2023 and 2022, respectively

( 137,869 ) 219,209 ( 438,488 )

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 ( 137,869 ) 218,631 ( 438,488 )

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

Other comprehensive (loss) income ( 137,869 ) 212,462 ( 383,516 )

Comprehensive income $ 551,222 $ 839,373 $ 267,791

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Balances, November 30, 2021 98,204 $ 98 $ 7,271,337 2,633 $ ( 201,139 ) $ ( 336,194 ) $ 1,171,873 $ 7,905,975

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

Share-based compensation — — 91,167 — — — — 91,167

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 492 1 8,234 119 ( 11,062 ) — — ( 2,827 )

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

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

Cash dividends declared ($ 1.20 per share)

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

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

Net income — — — — — — 651,307 651,307

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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 )

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— — — — — — ( 130,374 ) ( 130,374 )

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

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

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

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

1 unchanged sentence

Share-based compensation — — 69,201 — — — — 69,201

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

— — ( 66,787 ) ( 601 ) 54,080 — — ( 12,707 )

Repurchases of common stock — — — 5,547 ( 617,383 ) — — ( 617,383 )

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— — — — — — ( 138,081 ) ( 138,081 )

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

Other comprehensive loss — — — — — ( 137,869 ) — ( 137,869 )

Net income — — — — — — 689,091 689,091

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Other 2,635 ( 2,757 ) 4,376

Changes in operating assets and liabilities, net of the impact of Concentrix separation and acquisition of businesses:

Changes in operating assets and liabilities, net of acquisition of businesses:

Accounts receivable, net ( 195,615 ) ( 656,630 ) ( 1,497,995 )

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Cash flows from investing activities:

Proceeds from sale of fixed assets 42,890 — —

Purchases of property and equipment ( 175,112 ) ( 150,007 ) ( 117,049 )

Acquisition of businesses, net of cash acquired ( 43,677 ) — —

Settlement of net investment hedges ( 14,840 ) ( 556 ) —

Other ( 3,099 ) ( 5,848 ) 1,541

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Principal payments on long-term debt ( 1,486,397 ) ( 74,408 ) ( 128,728 )

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

Borrowings on long-term debt 1,349,376 51,837 —

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Income taxes paid $ 240,931 $ 282,512 $ 178,035

Supplemental disclosure of non-cash investing and financing activities:

Issuance of stock to acquire business $ — $ — $ 5,614,400

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

(Amounts may not add or compute due to rounding)

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TD SYNNEX Corporation (together with its subsidiaries, herein referred to as “SYNNEX”, “TD SYNNEX” or the “Company”) is a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem , headquartered in Fremont, California and Clearwater, Florida and has operations in North and South America, Europe and Asia-Pacific and Japan.

On December 1, 2020, the Company completed the previously announced separation of its customer experience services business (the “Separation”), in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”).

SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date.

The Company distributed 51,602 shares of Concentrix common stock to its stockholders.

Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market.

After the Separation, SYNNEX did not beneficially own any shares of Concentrix’ common stock.

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.

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.

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

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Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, majority-owned subsidiaries in which no substantive participating rights are held by minority stockholders and variable interest entities if the Company is the primary beneficiary.

The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities if the Company is the primary beneficiary.

All intercompany accounts and transactions have been eliminated.

The Consolidated Financial Statements include 100 % of the assets and liabilities of majority-owned subsidiaries.

Investments in 20 % through 50 % owned affiliated companies are accounted under the equity method where the Company exercises significant influence over operating and financial affairs of the investee and is not the primary beneficiary.

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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.

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.

The Company’s chief executive officer, who is also the chief operating decision maker, reviews and allocates resources based on geographic regions.

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

the Americas, Europe and APJ.

the Americas, Europe and Asia-Pacific and Japan ("APJ").

Cash and Cash Equivalents

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Receivables that do not share risk characteristics are evaluated on an individual basis.

The Company has uncommitted supply-chain financing programs with global financial institutions under which trade accounts receivable of certain customers and their affiliates may be acquired, without recourse, by the financial institutions.

The Company has uncommitted accounts receivable purchase agreements with global financial institutions under which trade accounts receivable of certain customers and their affiliates may be acquired, without recourse, by the financial institutions.

Available capacity under these programs is dependent on the level of the Company’s trade accounts receivable with these customers and the financial institutions’ willingness to purchase such receivables.

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, 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.

As of November 30, 2024 and 2023, accounts receivable sold to and held by the financial institutions under these programs were $ 1.2 billion and $ 864.6 million, 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 company classifies cash flows related to the settlement of its cash flow hedges as operating activities in the Consolidated Statements of Cash Flows.

For derivative instruments that hedge a portion of the Company's net investment in foreign-currency denominated operations that are designated as net investment hedges, the gain or loss on the derivative instrument is reported as a component of “Accumulated other comprehensive income (loss)” in stockholders’ equity until the sale or substantially complete liquidation of the underlying assets of the Company's investment.

For derivative instruments that hedge a portion of the Company's net investment in foreign-currency denominated operations that are designated as net investment hedges, the gain or loss on the derivative instrument is included within the caption "Foreign currency translation adjustments and other" on the Consolidated Statements of Comprehensive Income and is reported as a component of “Accumulated other comprehensive income (loss)” in stockholders’ equity until the sale or substantially complete liquidation of the underlying assets of the Company's investment.

The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the Consolidated Statement of Operations under a systematic and rational method over the life of the hedging instrument.

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The Company made a policy election to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheet.

Lease expenses are recorded within selling, general, and administrative expenses in the Consolidated Statements of Operations.

Lease expenses are recorded within "Selling, general and administrative expenses" and "Cost of revenue" in the Consolidated Statements of Operations.

Operating lease payments are presented within “Cash flows from operating activities” in the Consolidated Statements of Cash Flows.

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November 30, 2024 November 30, 2023 November 30, 2022

11 % 11 % N/A (1)

12 % 11 % 11 %

__________________

( 1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented.

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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.

Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue.

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Non-monetary assets and liabilities are remeasured at historical exchange rates.

Gains and losses resulting from foreign currency transactions are included in earnings within “Cost of revenue” and “Other (expense) income, net.”

Gains and losses resulting from foreign currency transactions are included in earnings within “Cost of revenue” and “Other expense, net.”

Comprehensive Income

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Recently Adopted Accounting Pronouncements

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, ASU 2022-04, 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 requires 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.

The new accounting standard must be adopted retrospectively to the earliest comparative period presented, except for the rollforward requirement, which should be applied prospectively.

The accounting standard is effective for the Company beginning with the quarter ending February 29, 2024, except for the rollforward requirement which is effective for the quarter ending February 28, 2025.

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 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.

The new accounting standard must be adopted retrospectively to the earliest comparative period presented, except for the rollforward requirement, which should be adopted prospectively.

The Company adopted this standard during the fiscal quarter ended February 29, 2024, except for the annual rollforward requirement which will be effective for the Company beginning with the fiscal year ending November 30, 2025.

The adoption of the new standard did not have an impact on the Company’s results of operations, financial condition, or cash flows.

For the required disclosures of key terms and amounts outstanding under the Company’s Supplier Finance Programs, see Note 11 – Supplier Finance Programs.

Recently Issued Accounting Pronouncements

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.

The amendments in ASU 2023-07 are effective for annual periods beginning after December 15, 2023, which for the Company would be for the fiscal year ending November 30, 2025, and for subsequent interim periods.

Early adoption is permitted.

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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.

ASU 2023-09 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 ASU 2023-09 are effective for annual periods beginning after December 15, 2024, which for the Company would be the fiscal year ending November 30, 2026.

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

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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:

Tech Data 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 an aggregate purchase price of $ 7.2 billion, comprised 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 based on the closing price of the Company’s common stock on September 1, 2021.

The Merger created a leading global distributor and solutions aggregator for the IT ecosystem.

The Company used the net proceeds from the issuance of new Senior Notes, borrowings under its new credit agreement and cash on hand to fund the above payments.

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 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.

As the Company began integrating certain sales and other functions after the closing of the acquisition, these amounts represent an estimate of the Tech Data revenues for the fiscal years ended November 30, 2022 and 2021.

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 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 Year Ended November 30,

Revenue $ 60,623,568

Net income 519,688

Adjustments reflected in the pro forma results include the following:

• Amortization of acquired intangible assets

• Interest costs associated with the Merger

• Removal of certain non-recurring transaction costs of $ 22.3 million and non-recurring financing costs of $ 47.0 million

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

In November 2024, the FASB issued an accounting standards update, ASU 2024-03, which requires new tabular disclosures in the notes to consolidated financial statements, disaggregating certain cost and expense categories within relevant captions on the Consolidated Statements of Operations.

The prescribed cost and expense categories requiring disaggregated disclosures include purchases of inventory, employee compensation, depreciation and intangible asset amortization, along with certain other expense disclosures already required by U.S.

GAAP that would need to be integrated within the new tabular disaggregated expense disclosures.

Additionally, the amendments also require the disclosure of total selling expenses and an entity's definition of those expenses.

The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026, which for the Company would be the fiscal year ending November 30, 2028, and for subsequent interim periods.

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 expense disclosures in the notes to the consolidated financial statements.

NOTE 3— ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

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 termination fees, and stock-based compensation expense.

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”) of $ 3.9 million, $ 9.4 million and $ 31.5 million during the fiscal years ended November 30, 2024, 2023 and 2022 , respectively.

Acquisition, integration and restructuring costs related to other acquisitions were $ 3.0 million for fiscal year 2024.

The Company does not expect to incur additional costs under the GBO 2 Program in future periods.

The combined company is referred to as TD SYNNEX.

The Company substantially completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024, and there are no material related expenses expected in future periods.

The Company previously 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 termination fees, and stock-based compensation expense.

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 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.

Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs.

L ong-lived asset charges and termination fees include accelerated depreciation and amortization expense of $ 5.5 million, $ 17.4 million and $ 64.4 million during fiscal years 2024, 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 $ 17.0 million and $ 24.4 million recorded during fiscal years 2024 and 2023, respectively for termination fees related to certain IT systems, along with $ 4.7 million for impairment charges recorded during fiscal year 2022.

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 4 – 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:

The Company incurred $ 10.1 million of costs in connection with the VSP during fiscal year 2024, including $ 8.0 million of severance costs and $ 2.1 million of duplicative labor costs.

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

A cquisition and integration expenses related to the Merger were composed of the following during the periods presented:

Fiscal Years Ended November 30,

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Total $ 64,381 $ 196,851 $ 190,796

GBO 2 Program

Prior to the Merger, Tech Data implemented its GBO 2 Program that includes investments to optimize and standardize processes and apply data and analytics to be more agile in a rapidly evolving environment, increasing productivity, profitability and optimizing net-working capital.

TD SYNNEX continued this program in conjunction with the Company’s integration activities.

Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other costs.

Restructuring costs are comprised of severance costs and other associated exit costs, including certain consulting costs.

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

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 4— SHARE-BASED COMPENSATION:

Overview of Stock Incentive Plans

Overview of TD SYNNEX Stock Incentive Plans

The Company’s stock incentive plans include plans adopted in 2020 and 2013 (the “TD SYNNEX Plan(s)”).

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

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.

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.

Th e majority of outsta nding 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.

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Balances, November 30, 2024 482 $ 78.52

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

Fiscal Years Ended November 30,

The following assumptions were used in the Black-Scholes valuation model in fiscal year 2022:

Fiscal Year Ended November 30,

Expected life (years) 5.5

Risk free interest rate 1.73 % - 3.92 %

0.72 % - 1.16 %

Expected volatility 39.10 % - 40.18 %

38.01 % - 38.85 %

Dividend yield 1.13 % - 1.37 %

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, 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.

There were no new stock options granted during fiscal years 2024 or 2023.

The weighted-average grant-date fair values of the stock options granted during fiscal year 2022 was $ 33.57 .

As of November 30, 2024, 482 thousand stock options were outstanding with a weighted-average remaining contractual term of 3.79 years, a weighted-average exercise price of $ 78.52 per share and an aggregate pre-tax intrinsic value of $ 19.5 million.

As of November 30, 2024, 444 thousand options were vested and exercisable with a weighted-average remaining contractual term of 3.55 years, a weighted-average exercise price of $ 76.52 per share and an aggregate pre-tax intrinsic value of $ 18.9 million.

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

The total fair value of RSAs and RSUs vested during fiscal years 2024, 2023, and 2022 was $ 73.0 million, $ 54.4 million, and $ 32.9 million, respectively.

As of November 30, 2024, there was $ 82.7 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 1.83 years.

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 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.

The modification of these awards did not result in material incremental compensation cost.

Tech Data Equity Awards

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 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:

(share amounts in thousands)

Restricted shares

Nonvested as of November 30, 2022

Vested ( 316 )

Canceled ( 34 )

Nonvested as of November 30, 2023

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

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.

Vesting of the restricted shares was completed as of September 1, 2023, therefore there was no related share-based compensation expense recorded by the Company during fiscal year 2024.

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

Employee Stock Purchase 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 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.

Eligible employees in the United States can choose to have a fixed percentage deducted from their bi-weekly compensation, subject to a maximum purchase limit of $ 10 thousand in a calendar year, to purchase the Company’s common stock at a discount of 5 %.

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.

The 2024 ESPP commenced with 750 thousand authorized shares.

Under the 2024 ESPP, there are 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.

Share-based compensation expense related to the Company's employee stock purchase plans was immaterial during fiscal years 2024, 2023 and 2022.

Tax Benefit of Share-Based Compensation Expense

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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.

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.

In January 2023, the Board of Directors authorized a three-year $ 1.0 billion share repurchase program.

In March 2024, the Board of Directors authorized a new $ 2.0 billion share repurchase program (the "March 2024 share repurchase program"), supplementing the $ 196.7 million remaining authorization under the prior 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, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

The March 2024 share repurchase program does not have an expiration date.

On January 31, 2024, March 27, 2024, and April 4, 2024, the Company announced the closing of secondary public offerings (the "Offerings") of an aggregate of 26.2 million shares in total (which includes approximately 2.7 million of additional shares that underwriters had the option to purchase) of its common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc.

(the "Selling Stockholders").

All the shares in the Offerings were sold by the Selling Stockholders.

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

Also pursuant to the related underwriting agreements, the Company repurchased a total of 3.6 million shares of its common stock from the respective underwriters as part of the Offerings, for a total purchase price in the aggregate of approximately $ 392.3 million (the "Concurrent Share Repurchases").

The Offerings reduced the Selling Stockholders' ownership interest in the Company to zero.

The Concurrent Share Repurchases were all made under the Company's share repurchase programs described above, and are included within the caption "Shares of treasury stock purchased under share repurchase program" in the table below.

As of November 30, 2024, the Company had $ 1.8 billion available for future repurchases of its common stock under the authorized share repurchase program.

The Company's treasury stock activity during the year ended November 30, 2024, including common share repurchases, is summarized as follows:

(shares in thousands, except per share amounts)

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(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.

"Repurchases of common stock" in the Consolidated Statements of Cash Flows for the twelve months ended November 30, 2024 and 2023 excludes amounts related to excise tax that when accrued are recorded in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets.

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

The Company declared cumulative cash dividends of $ 1.60 , $ 1.40 and $ 1.20 per share during the years ended November 30, 2024, 2023 and 2022, respectively.

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NOTE 7— BALANCE SHEET COMPONENTS:

Cash, cash equivalents and restricted cash:

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:

As of November 30,

(currency in thousands)

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

Restricted cash included in other current assets — 252

Cash, cash equivalents and restricted cash $ 1,033,776 $ 522,856

Accounts receivable, net:

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Accounts receivable, net $ 10,341,625 $ 10,297,814

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

Allowance for doubtful accounts ( 12,119 ) ( 12,404 )

Receivables from vendors, net $ 964,334 $ 819,135

Allowance for doubtful trade receivables:

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Balance as of November 30, 2021 $ 114,836

Acquisitions 75,362

Additions 34,741

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Balance as of November 30, 2024 $ 101,665

Allowance for receivables from vendors:

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

Additions 588

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

Balance as of November 30, 2021 11,128

Additions 1,497

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

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:

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Depreciation and amortization expense for fiscal years 2024, 2023 and 2022, was $ 115.2 million, $ 124.6 million and $ 164.2 million, respectively.

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.

Fiscal years 2024, 2023 and 2022 include accelerated depreciation and amortization expense of $ 5.5 million, $ 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:

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Balance, beginning of year $ 2,480,078 $ 1,349,740 $ 74,352 $ 3,904,170

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

Additions from acquisitions 13,247 6,309 5,157 24,713

Foreign exchange translation 444 ( 33,496 ) ( 754 ) ( 33,806 )

22 unchanged sentences

Total $ 2,894,059

Accumulated other comprehensive income (loss)

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

(currency in thousands)

Unrealized gains

cash flow hedges, net of

taxes Foreign currency

adjustment and other,

net of taxes Total

Balance, beginning of year $ 6,169 $ ( 725,879 ) $ ( 719,710 )

Other comprehensive income (loss) before reclassification 702 219,209 219,911

Reclassification of (gains) losses from other comprehensive income (loss) ( 6,871 ) ( 578 ) ( 7,449 )

Balance, end of year $ — $ ( 507,248 ) $ ( 507,248 )

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 8— DERIVATIVE INSTRUMENTS:

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All derivatives are recognized on the balance sheet at their fair value.

Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.

Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheets, as discussed below.

Cash Flow Hedges

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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 has entered into foreign currency forward contracts, as well as foreign currency forward contracts combined with zero cost foreign exchange collar 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.

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, (currency in thousands)

2024 $ 257,500

Total $ 516,250

The Company's net investment hedges mature in various periods through 2031.

Non-Designated Derivatives

10 unchanged sentences

Other accrued liabilities 8,096 9,756

Derivative instruments designated as cash flow hedges:

Interest rate swaps (notional value) $ — $ 1,000,000

Other current assets — 17,222

Derivative instruments designated as net investment hedges:

Foreign currency forward contracts (notional value) $ 687,475 $ 516,250

Other current assets 220 —

Other long-term assets 2,320 —

Other accrued liabilities 91 18,335

Other long-term liabilities 7,889 18,041

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.

Foreign exchange collar contracts (notional value) $ 300,000 $ —

Other long-term assets 1,792 —

Volume of Activity

The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Czech koruna, Danish krone, Euro, Indian rupee, Indonesian rupiah, Japanese yen, Mexican peso, Norwegian krone, Philippine peso, Polish zloty, Singapore dollar, Swedish krona, Swiss franc and Turkish lira that will be bought or sold at maturity.

The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Czech koruna, Danish krone, Euro, Indian rupee, Indonesian rupiah, Japanese yen, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, Singapore dollar, Swedish krona, Swiss franc and Turkish lira that will be bought or sold at maturity.

The notional amounts of foreign exchange collar contracts represent the amounts of put and call options to sell or purchase Euros at a predetermined strike price.

The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss.

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(currency in thousands)

Derivative instruments designated as cash flow hedges:

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:

Losses recognized in OCI on foreign exchange forward contracts $ ( 29,405 ) $ ( 18,477 ) $ —

Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 9,149 $ 1,802 $ —

Derivative instruments not designated as hedging instruments:

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

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

Cost of revenue

$ 36,971 $ ( 43,338 ) $ 38,360

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

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

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

Other expense, net ( 4,091 ) ( 6,212 ) ( 10,504 )

Total $ 32,880 $ ( 49,550 ) $ 27,856

Derivative instruments designated as net investment hedges:

Gains (losses) recognized in OCI on foreign exchange forward contracts

$ 5,579 $ ( 29,405 ) $ ( 18,477 )

Gains recognized in income (amount excluded from effectiveness testing) Interest expense and finance charges, net $ 10,323 $ 9,149 $ 1,802

Gains recognized in OCI on foreign exchange collar contracts (2)

$ 1,791 $ — $ —

Derivative instruments designated as cash flow hedges:

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

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

__________________

(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.

(2) The company had no foreign exchange collar contracts outstanding during the fiscal years ended November 30, 2023 or 2022.

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.

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

13 unchanged sentences

Forward foreign currency exchange contracts not designated as hedges $ 11,863 — $ 11,863 — $ 4,326 — $ 4,326 —

Interest rate swaps — — — — 17,222 — 17,222 —

Forward foreign currency exchange contracts designated as net investment hedges 2,540 — 2,540 — — — — —

Foreign exchange collar contracts designated as net investment hedges (1)

1,792 — 1,792 — — — — —

Forward foreign currency exchange contracts not designated as hedges $ 8,096 — $ 8,096 — $ 9,756 $ — $ 9,756 $ —

Forward foreign currency exchange contracts designated as net investment hedges 7,980 — 7,980 — 36,376 — 36,376 —

(1) The company had no foreign exchange collar contracts outstanding as of November 30, 2023.

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 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 spot and forward rates.

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

The fair values of foreign exchange collar contracts are measured using the cash flow of the contracts, discount rates to account for the passage of time, implied volatility and current foreign exchange market data, which are all based on inputs readily available in public markets.

The effect of nonperformance risk on the fair value of derivative instruments was not material as of November 30, 2024 and 2023.

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The estimated fair value of the Senior Notes was approximately $ 2.3 billion and $ 2.2 billion at November 30, 2024 and 2023, respectively.

During the fiscal years ended November 30, 2023, 2022 and 2021, there were no transfers between the fair value measurement category levels.

During the fiscal year ended November 30, 2024 there were no transfers between the fair value measurement category levels.

NOTE 10— BORROWINGS:

2 unchanged sentences

(currency in thousands)

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

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

TD SYNNEX 1.250 % Senior Notes due August 9, 2024 (1) (2)

$ — $ 700,000

Current portion of term loans — 75,000

Other short-term borrowings 171,092 208,694

2 unchanged sentences

Borrowings, current $ 171,092 $ 983,585

TD SYNNEX 1.750 % Senior Notes due August 9, 2026 (1) (2)

$ 700,000 $ 700,000

TD SYNNEX 2.375 % Senior Notes due August 9, 2028 (1) (2)

600,000 600,000

TD SYNNEX 2.650 % Senior Notes due August 9, 2031 (1) (2)

500,000 500,000

TD SYNNEX 6.100 % Senior Notes due April 12, 2034 (2)

Total TD SYNNEX Senior Notes

$ 2,400,000 $ 1,800,000

TD SYNNEX Term Loan 581,250 1,275,000

TD SYNNEX Senior Notes 1,800,000 2,500,000

2024 Term Loan

Total term loans

$ 1,331,250 $ 1,275,000

Other credit agreements and long-term debt 24,956 41,985

2 unchanged sentences

Long-term borrowings $ 3,736,399 $ 3,099,193

TD SYNNEX United States Accounts Receivable Securitization Arrangement

In the United States, the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S.

(1) The interest rate payable on each of these series of Senior Notes is subject to adjustment from time to time if the credit rating assigned to such series of Senior Notes is downgraded (or downgraded and subsequently upgraded).

(2) The Company pays interest semi-annually on the Senior Notes on each of February 9 and August 9, except for the 2034 Senior Notes in which the Company pays interest semi-annually on each of April 12 and October 12, which commenced on October 12, 2024 .

TD SYNNEX U.S.

Accounts Receivable Securitization Arrangement

In the U.S., the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S.

AR Arrangement”).

U nder the terms of the U.S.

AR Arrangement, the Company and its subsidiaries that are party to the U.S.

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

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 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.

AR Arrangement, as amended, the Company and its subsidiaries that are party to the U.S.

AR Arrangement can borrow based on the key terms in the table below (currency in thousands):

Maximum Borrowing Capacity (1)

Maturity Date Effective Borrowing Cost (2)

Program Fee Payable (3)

Facility Fee Payable (4)

$ 1,500,000 November 30, 2026 Blended rate

0.85 % 0.30 % - 0.40 %

(1) Based on eligible trade accounts receivable.

(2) Based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon SOFR.

(3) Payable on the used portion of the lenders’ commitment;

accrues per annum.

(4) Payable on the adjusted commitment of the lenders, accrues at different tiers per annum depending on the amount of outstanding advances from time to time.

Under the terms of the U.S.

AR Arrangement, the Company and certain of its U.S.

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 $ 3.4 billion and $ 2.9 billion as of November 30, 2023 and 2022, respectively.

Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $ 3.4 billion as of both November 30, 2024 and 2023.

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.

Any amounts received under the U.S.

Any amounts borrowed under the U.S.

AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets.

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TD SYNNEX Credit Agreement

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.

The Company is party to an amended and restated credit agreement, dated as of April 16, 2024 (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 (the “TD SYNNEX Revolving Credit Facility”) not to exceed an aggregate principal amount of $ 3.5 billion, which 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 borrowers under the TD SYNNEX Credit Agreement are TD SYNNEX Corporation and certain subsidiaries of the Company.

There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at November 30, 2024 or 2023.

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 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 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).

Borrowings under the TD SYNNEX Revolving Credit Facility bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:

Maturity Date Credit Spread Adjustment Margin (2)

Commitment Fee (3)

April 16, 2029 (1)

0.10 % 1.000 %- 1.750 %

0.100 %- 0.300 %

(1) As amended, the TD SYNNEX Revolving Credit Facility will mature on April 16, 2029, subject, in the lender's discretion to two one-year extensions upon the Company's prior notice to lenders.

(2) The margin is 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 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 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.

(3) The commitment fee range is applied to any unused commitment under the TD SYNNEX Revolving Credit Facility based on the Company’s Public Debt Rating.

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

There was $ 581.3 million and $ 1.4 billion outstanding on the TD SYNNEX Term Loan as of November 30, 2024 and 2023, respectively.

Loans borrowed under the TD SYNNEX Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:

Maturity Date Credit Spread Adjustment Margin (2)

Effective Interest Rate as of November 30, 2024

Effective Interest Rate as of November 30, 2023

September 1, 2026 (1)

0.10 % 1.125 %- 1.750 %

6.05 % 6.82 %

(1) The maturity of the TD SYNNEX Term Loan is on the fifth anniversary of the September 1, 2021 closing date, to occur on September 1, 2026.

(2) The margin is based on the Company’s Public Debt Rating.

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

TD SYNNEX Term Loan Credit Agreement

On April 19, 2024 , the Company entered into a Term Loan Credit Agreement ("the "2024 Term Loan Credit Agreement") with the initial lenders party thereto, Bank of America N.A., as administrative agent for the lenders, and BOFA Securities, Inc.

as lead arranger and lead bookrunner.

The 2024 Term Loan Credit Agreement provides for a senior unsecured term loan in the aggregate principal amount of $ 750.0 million (the "2024 Term Loan").

The proceeds from the 2024 Term Loan were used to repay a portion of the TD SYNNEX Term Loan.

The borrower under the 2024 Term Loan is the Company.

Loans borrowed under the 2024 Term Loan Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus credit spread adjustment, plus the applicable margin within a range based on the Company’s Public Debt Rating (as defined in the 2024 Term Loan Credit Agreement).

Key terms for the 2024 Term Loan Credit Agreement are as follows:

Maturity Date Credit Spread Adjustment Margin

Effective Interest Rate as of November 30, 2024

September 1, 2027 0.10 % 1.000 % - 1.625 %

TD SYNNEX Senior Notes

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.

The Company pays interest semi-annually on the notes on each of February 9 and August 9.

The net proceeds from this offering were used to fund a portion of the aggregate cash consideration payable in connection with the Merger, refinance certain of the Company’s existing indebtedness and pay related fees and expenses and for general corporate purposes.

The interest rate payable on each series of the Senior Notes will be subject to adjustment from time to time if the credit rating assigned to such series of Senior Notes is downgraded (or downgraded and subsequently upgraded).

The Company may redeem the Senior Notes, at any time in whole or from time to time in part, prior to (i) August 9, 2022 (the “2024 Par Call Date”) in the case of the 2024 Senior Notes, (ii) July 9, 2026 (the “2026 Par Call Date”) in the case of the 2026 Senior Notes, (iii) June 9, 2028 (the “2028 Par Call Date”) in the case of the 2028 Senior Notes, and (iv) May 9, 2031 in the case of the 2031 Senior Notes (the “2031 Par Call Date” and, together with the 2024 Par Call Date, the 2026 Par Call Date and the 2028 Par Call Date, each, a “Par Call Date” and together, the “Par Call Dates”), at a redemption price equal to the greater of (x) 100 % of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable treasury rate plus 15 basis points for the 2024 Senior Notes, 20 basis points for the 2026 Senior Notes and 25 basis points for the 2028 Senior Notes and 2031 Senior Notes, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.

The Company may also redeem the Senior Notes of any series at its option, at any time in whole or from time to time in part, on or after the applicable Par Call Date, at a redemption price equal to 100 % of the principal amount of the Senior Notes to be redeemed.

On June 14, 2022, the Company commenced an offer to exchange (the "Exchange Offer") its outstanding unregistered Senior Notes for new registered notes (the "Exchange Notes").

The purpose of the Exchange Offer was to fulfill the Company's obligations under the applicable registration rights agreement entered into in connection with the issuance of the Senior Notes.

The Company did not receive any proceeds from the Exchange Offer, and the aggregate principal amount of Exchange Notes that were issued was equal to the aggregate principal amount of Senior Notes that were surrendered pursuant to the Exchange Offer.

On August 9, 2021, the Company completed its offering of $ 2.5 billion aggregate principal amount of senior unsecured notes due in 2024, 2026, 2028 and 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”).

In July 2022, the Company completed an offer to exchange (the "Exchange Offer") its outstanding unregistered Senior Notes for new registered notes (the "Exchange Notes").

The aggregate principal amount of Exchange Notes that were issued was equal to the aggregate principal amount of Senior Notes that were surrendered pursuant to the Exchange Offer.

The terms of the Exchange Notes are substantially identical to the terms of the respective series of the Senior Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the Senior Notes do not apply to the Exchange Notes.

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

On April 12, 2024 , the Company issued and sold $ 600.0 million senior notes due in 2034 (the "2034 Senior Notes" and such offering, the "2034 Senior Notes Offering").

The Company used the net proceeds from the 2034 Senior Notes Offering, together with other available funds, to repay the $ 700.0 million aggregate principal amount of the 1.250 % Senior Notes that were due August 9, 2024 and for general corporate purposes.

The Company incurred $ 6.1 million towards issuance costs on the 2034 Senior Notes.

References to the collective Senior Notes hereafter also include the 2034 Senior Notes.

The Company may redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to respective Par Call Dates at a redemption price equal to the greater of (x) 100 % of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, in each case discounted to the date of redemption (assuming the applicable Senior Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the supplemental indenture establishing the terms of the applicable Senior Notes) plus the applicable spread, as shown in the table below, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.

The Company may also redeem the Senior Notes of any series at its option, in whole or in part, at any time and from time to time on or after the applicable Par Call Date, at a redemption price equal to 100 % of the principal amount of the Senior Notes to be redeemed.

Par Call Dates and the spread to the applicable treasury rate for the respective outstanding Senior Notes are as follows:

Par Call Date

Spread (in basis points)

Senior Notes due 2026

Senior Notes due 2028

Senior Notes due 2031

Senior Notes due 2034

January 12, 2034

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 $ 570.5 million in borrowing capacity as of November 30, 2024.

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

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

Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions.

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These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.

The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at November 30, 2023 exchange rates.

The maximum commitment amounts for local currency credit facilities have been translated into U.S.

dollars at November 30, 2024 exchange rates.

Future Principal Payments

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Covenant Compliance

The Company's credit facilities have a number of covenants and restrictions that require the Company to maintain specified financial ratios.

The Company's credit facilities have a number of covenants and restrictions that require the Company to maintain specified financial ratios, including 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 covenants also limit the Company’s ability to incur additional debt, create liens, enter into agreements with affiliates, modify the nature of the Company’s business, and merge or consolidate.

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

As of November 30, 2024, the Company was in compliance with all material covenants for the above arrangements.

NOTE 11 – SUPPLIER FINANCE PROGRAMS:

The Company has certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating vendors’ ability to sell their accounts receivable from the Company to third-party financial institutions, at the sole discretion of these vendors.

The Company is not party to the agreements between the vendor and the third-party financial institution.

As part of these arrangements, the Company generally receives more favorable payment terms from its vendors.

The Company’s rights and obligations to its vendors, including amounts due, are generally not impacted by Supplier Finance Programs.

However, the Company agrees to make all payments to the third-party financial institutions, and the Company’s right to offset balances due from vendors against payment obligations is restricted by the agreements for those payment obligations that have been sold by the respective vendors.

The Company generally does not incur any fees under Supplier Finance Programs;

however, the Company did recognize an immaterial amount of fees during fiscal year 2024 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor.

As of November 30, 2024 and November 30, 2023, the Company had $ 3.2 billion and $ 2.7 billion, respectively, in obligations outstanding under these programs included in “ Accounts payable ” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.

NOTE 12— SEGMENT INFORMATION:

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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 U.S., no other country accounted for 10% or more of the Company’s revenue for the periods presented.

Fiscal Years Ended November 30,

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Total $ 58,452,436 $ 57,555,416 $ 62,343,810

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:

Except for the U.S.

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:

As of November 30,

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Total $ 342,492 $ 336,866

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.

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

As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 9.3 % of the Company’s outstanding common stock as of November 30, 2023.

These shares are owned by the following entities:

(shares in thousands)

As of November 30, 2023

MiTAC Holdings (1)

Synnex Technology International Corp.

__________________

(1) Shares are held as follows:

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.

(“Synnex Technology International”) is a separate entity from the Company and is a publicly-traded corporation in Taiwan.

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

Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.

The following table presents the Company's transactions with MiTAC Holdings and its affiliates for the periods indicated:

Fiscal Years Ended November 30,

2023 2022 2021

(currency in thousands)

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

Sale of products to MiTAC Holdings and affiliates 12,331 1,317 623

Payments made for rent and overhead costs for use of facilities of MiTAC Holdings and affiliates, net 950 405 161

The following table presents the Company’s receivable from and payable to MiTAC Holdings and its affiliates for the periods presented:

As of November 30,

(currency in thousands)

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

Payable to related parties (included in Accounts payable) 16,538 30,317

NOTE 13— EMPLOYEE BENEFITS PLANS:

The Company has 401(k) plans in the United States under which eligible co-workers may contribute up to the maximum amount as provided by law.

The Company has 401(k) plans in the U.S.

under which eligible co-workers may contribute up to the maximum amount as provided by law.

Co-workers generally become eligible to participate in these plans on the first day of the month after their employment date.

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Capitalized inventory costs 11,974 12,106

Unrealized losses on cash flow hedges 13,806 3,820

Unrealized losses on hedges 11,971 13,806

Acquisition and transaction related costs 5,255 7,617

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Deferred costs ( 12,279 ) ( 3,905 )

Capitalized marketing program costs ( 404 ) ( 2,949 )

Deferred taxes on unremitted earnings ( 5,116 ) —

Other, net ( 12,351 ) ( 6,758 )

Total deferred tax liabilities $ ( 1,154,344 ) $ ( 1,201,109 )

Net deferred tax (liability) asset $ ( 813,509 ) $ ( 895,727 )

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 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.

Net deferred tax liability $ ( 776,704 ) $ ( 813,509 )

The decrease in the Company's net 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 2024 was a decrease of $ 11.7 million primarily resulting from the release of valuation allowances on foreign tax credits in certain jurisdictions for which a valuation allowance had previously been established.

The valuation allowance at November 30, 2024 and November 30, 2023 primarily relates to carryforwards for foreign net operating losses and foreign tax credits in the United States.

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The majority of the net operating losses have an indefinite carryforward period with the remaining portion expiring in fiscal years 2025 through 2043.

In addition, the Company has an immaterial net amount of state net operating losses.

In addition, the Company has a $22.4 million net amount of state net operating losses with the majority having an indefinite carryforward period.

The Company’s foreign tax credit carryforwards in the United States totaled $ 36.3 million at November 30, 2024.

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Interest not subject to tax, net 0.1 0.1 0.3

Foreign withholding taxes 2.4 0.6 —

Capital loss carryback — — ( 1.0 )

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Effective income tax rate 20.4 % 20.6 % 21.3 %

In connection with the Merger, the Company restructured its foreign financing structure, as well as select legal entities in anticipation of legally integrating legacy Tech Data and SYNNEX foreign operations.

In addition to the treasury efficiencies, these restructurings resulted in a one-time domestic capital loss which would offset certain domestic capital gains when carried back under United States tax law to tax year 2020, resulting in a tax benefit of approximately $ 45.0 million during fiscal year 2021 and approximately $ 8.3 million during fiscal year 2022.

The Company’s United States business has sufficient cash flow and liquidity to fund its operating requirements and the Company expects and intends that profits earned outside the United States will be fully utilized and reinvested outside of the United States.

The Company’s U.S.

business has sufficient cash flow and liquidity to fund its operating requirements and the Company expects and intends that profits earned outside the U.S.

will be utilized and reinvested outside of the U.S.

As of November 30, 2024, the Company had approximately $ 1.9 billion of undistributed earnings of its non-U.S.

subsidiaries for which it has not provided for non-U.S.

withholding taxes and state taxes because such earnings are intended to be reinvested indefinitely in international operations.

subsidiaries.

The Company intends to indefinitely reinvest the remaining earnings from its foreign subsidiaries for which a deferred tax liability has not already been recorded.

It is not practicable to determine the amount of applicable taxes that would be due if such earnings were distributed.

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The tax holidays provide for lower rates of taxation and require various thresholds of investment and business activities in those jurisdictions.

Certain tax holidays begin to expire in fiscal year 2024 .

Certain tax holidays will begin to expire in fiscal year 2025 .

The tax benefits from the above tax holidays for fiscal years 2024, 2023 and 2022 were not material.

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

The Organization for Economic Co-operation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two.

While the U.S.

has not yet adopted the Pillar Two framework into law, several countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 (fiscal year 2025 for the Company) and further rules becoming effective beginning in 2025.

These rules are not expected to materially impact the Company's Consolidated Financial Statements.

The Company will continue to monitor U.S.

and global legislative action related to Pillar Two for potential impacts.

The aggregate changes in the balances of gross unrecognized tax benefits, excluding accrued interest and penalties, during fiscal years 2024, 2023 and 2022 were as follows (currency in thousands):

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Gross unrecognized tax benefits at beginning of period $ 18,940 $ 20,695 $ 26,330

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

Increases in tax positions for prior years 1,068 859 1,069

Decreases in tax positions for prior years ( 1,219 ) ( 3,093 ) ( 189 )

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The Company is no longer subject to foreign or state income tax audits for returns covering years through 2011, and fiscal year 2017, respectively.

SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date.

In preparation of the Separation, SYNNEX entered into a Tax Matters Agreement with Concentrix effective on December 1, 2020 that governs the rights and obligations of SYNNEX and Concentrix for certain pre-Separation tax liabilities.

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The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.

The French Autorité de la Concurrence (“Competition Authority”) began in 2013 an investigation into the French market for certain products of Apple, Inc., (“Apple”) for which the Company is a distributor.

In March 2020, the Competition Authority imposed fines on Tech Data, on another distributor, and on Apple, finding that Tech Data entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products.

The initial fine imposed on Tech Data was € 76.1 million.

In 2013, the French Autorité de la Concurrence (“Competition Authority”) began an investigation into the French market for certain products of Apple, Inc., (“Apple”) for which the Company is a distributor.

In March 2020, the Competition Authority imposed fines on the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products.

The initial fine imposed on the Company was € 76.1 million.

The Company appealed its determination to the French courts, seeking to set aside or reduce the fine.

Although the Company believed it had strong arguments on appeal, the Company determined that the best estimate of probable loss related to this matter as of November 30, 2021 was € 36.0 million.

Under French law, the pendency of the Company’s appeal does not suspend the obligation to pay the fine.

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 .

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.

As a result of the appeals court ruling, the Company paid € 24.9 million through 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, net" in the Consolidated Statement of Operations .

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, 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 .

A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, Tech Data and another distributor was filed by eBizcuss.

The Company is currently evaluating this matter and cannot currently estimate the probability or amount of any potential loss.

A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, the Company and another distributor was filed by eBizcuss.

On November 25, 2024, the Paris Commercial Court ruled in favor of the Company and the other defendants and dismissed the claims in the eBizcuss civil lawsuit.

An appeal to the ruling has since been made by eBizcuss, and while the Company continues to evaluate this matter, based on the favorable ruling from the Paris Commercial Court, the Company believes the likelihood of a material loss related to the eBizcuss lawsuit is remote.

From time to time, the Company receives notices from third parties, including customers and suppliers, seeking indemnification, payment of money or other actions in connection with claims made against them.

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In addition, the Company is subject to various other claims, both asserted and unasserted, that arise in the ordinary course of business.

The Company evaluates these claims and records the related liabilities.

The Company evaluates these claims and records the related liabilities in cases where a contingent obligation is deemed probable and reasonably estimable.

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

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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