TD SYNNEX CORP 10-K

Item 8. Financial Statements and Supplementary Data INDEX Page Consolidated Financial Statements of TD SYNNEX Corporation Management’s Report on Internal Control over Financial Reporting 48 Report of Independent Registered Public Accounting Firm ( KPMG LLP , Tampa, FL , Auditor Firm ID: 185 ) 49 Consolidated Balance Sheets as of November 30, 2024 and 2023 51 Consolidated Statements of Operations for Fiscal Years Ended November 30, 2024, 2023 and 2022 52 Consolidated Statements of Comprehensive Income for Fiscal Years Ended November 30, 2024, 2023 and 2022 53 Consolidated Statements of Stockholders’ Equity for Fiscal Years Ended November 30, 2024, 2023 and 2022 54 Consolidated Statements of Cash Flows for Fiscal Years Ended November 30, 2024, 2023 and 2022 55 Notes to Consolidated Financial Statements 56 Financial Statement Schedule Schedule II: Valuation and Qualifying Accounts for Fiscal Years Ended November 30, 2024, 2023 and 2022 87 Financial statement schedules not listed above are either omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or in the Notes thereto. 47 Table of Contents Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of ours are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, our management concludes that, as of November 30, 2024, our internal control over financial reporting was effective at the reasonable assurance level based on those criteria. The effectiveness of our internal control over financial reporting as of November 30, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears on page 49 of this Report. 48 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors TD SYNNEX Corporation: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of TD SYNNEX Corporation and subsidiaries (the Company) as of November 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended November 30, 2024, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended November 30, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 49 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Sufficiency of audit evidence over revenue As discussed in Note 12 to the consolidated financial statements, and presented in the consolidated statements of operations, the Company reported revenue of $58,452,436 thousand for the fiscal year ended November 30, 2024. 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 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. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of the locations at which those procedures were to be performed. For certain locations we evaluated the design and tested the operating effectiveness of certain internal controls related to the recognition of revenue. For the Americas and Europe segments, we performed a software-assisted data analysis at a transactional level to identify higher risk revenue records to test. We tested the identified higher risk revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence. For the APJ segment, we tested samples of revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence. We investigated a selection of journal entries that were made by the Company to adjust revenue. We evaluated the sufficiency of the audit evidence obtained over revenue by assessing the results of the procedures performed, including the appropriateness of the determination of locations to perform procedures. /s/ KPMG LLP We have served as the Company’s auditor since 2012. Tampa, Florida January 24, 2025 50 Table of Contents TD SYNNEX CORPORATION CONSOLIDATED BALANCE SHEETS (Currency and share amounts in thousands, except par value) November 30, 2024 November 30, 2023 ASSETS Current assets: Cash and cash equivalents $ 1,059,378 $ 1,033,776 Accounts receivable, net 10,341,625 10,297,814 Receivables from vendors, net 958,105 964,334 Inventories 8,287,048 7,146,274 Other current assets 678,540 642,238 Total current assets 21,324,696 20,084,436 Property and equipment, net 457,024 450,024 Goodwill 3,895,077 3,904,170 Intangible assets, net 3,912,267 4,244,314 Other assets, net 685,415 729,870 Total assets $ 30,274,479 $ 29,412,814 LIABILITIES AND EQUITY Current liabilities: Borrowings, current $ 171,092 $ 983,585 Accounts payable 15,084,107 13,347,281 Other accrued liabilities 1,966,036 2,407,896 Total current liabilities 17,221,235 16,738,762 Long-term borrowings 3,736,399 3,099,193 Other long-term liabilities 468,648 498,656 Deferred tax liabilities 812,763 893,021 Total liabilities 22,239,045 21,229,632 Commitments and contingencies (Note 16) Stockholders’ equity: Preferred stock, $ 0.001 par value, 5,000 shares authorized, no shares issued or outstanding — — Common stock, $ 0.001 par value, 200,000 shares authorized, 99,012 shares issued as of both November 30, 2024 and 2023 99 99 Additional paid-in capital 7,437,688 7,435,274 Treasury stock, 15,289 and 10,343 shares as of November 30, 2024 and 2023, respectively ( 1,513,017 ) ( 949,714 ) Accumulated other comprehensive loss ( 645,117 ) ( 507,248 ) Retained earnings 2,755,781 2,204,771 Total stockholders' equity 8,035,434 8,183,182 Total liabilities and equity $ 30,274,479 $ 29,412,814 (Amounts may not add or compute due to rounding) The accompanying Notes are an integral part of these Consolidated Financial Statements. 51 Table of Contents TD SYNNEX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Currency and share amounts in thousands, except per share amounts) Fiscal Years Ended November 30, 2024 2023 2022 Revenue $ 58,452,436 $ 57,555,416 $ 62,343,810 Cost of revenue ( 54,471,130 ) ( 53,598,587 ) ( 58,443,611 ) Gross profit 3,981,306 3,956,829 3,900,199 Selling, general and administrative expenses ( 2,715,781 ) ( 2,672,562 ) ( 2,627,007 ) Acquisition, integration and restructuring costs ( 71,314 ) ( 206,235 ) ( 222,319 ) Operating income 1,194,211 1,078,032 1,050,873 Interest expense and finance charges, net ( 319,458 ) ( 288,318 ) ( 222,578 ) Other expense, net ( 8,718 ) ( 206 ) ( 1,165 ) Income before income taxes 866,035 789,508 827,130 Provision for income taxes ( 176,944 ) ( 162,597 ) ( 175,823 ) Net income $ 689,091 $ 626,911 $ 651,307 Earnings per common share: Basic $ 7.99 $ 6.72 $ 6.79 Diluted $ 7.95 $ 6.70 $ 6.77 Weighted-average common shares outstanding: Basic 85,494 92,572 95,225 Diluted 85,874 92,853 95,509 (Amounts may not add or compute due to rounding) The accompanying Notes are an integral part of these Consolidated Financial Statements. 52 Table of Contents TD SYNNEX CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Currency in thousands) Fiscal Years Ended November 30, 2024 2023 2022 Net income $ 689,091 $ 626,911 $ 651,307 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 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 — ( 6,871 ) 19,926 Total change in unrealized (losses) gains on cash flow hedges, net of taxes — ( 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 — ( 578 ) — Total change in foreign currency translation adjustments and other, net of taxes ( 137,869 ) 218,631 ( 438,488 ) Other comprehensive (loss) income ( 137,869 ) 212,462 ( 383,516 ) Comprehensive income $ 551,222 $ 839,373 $ 267,791 (Amounts may not add or compute due to rounding) The accompanying Notes are an integral part of these Consolidated Financial Statements. 53 Table of Contents TD SYNNEX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Currency and share amounts in thousands) Common stock Treasury stock Shares Amount Additional paid-in capital Shares Amount Accumulated other comprehensive income (loss) Retained earnings Total stockholders' equity Balances, November 30, 2021 98,204 $ 98 $ 7,271,337 2,633 $ ( 201,139 ) $ ( 336,194 ) $ 1,171,873 $ 7,905,975 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 ) Repurchases of common stock — — — 1,297 ( 125,016 ) — — ( 125,016 ) Cash dividends declared ($ 1.20 per share) — — — — — — ( 114,946 ) ( 114,946 ) Other comprehensive loss — — — — — ( 383,516 ) — ( 383,516 ) Purchase of noncontrolling interest — — 3,362 — — — — 3,362 Net income — — — — — — 651,307 651,307 Balances, November 30, 2022 98,696 99 7,374,100 4,049 ( 337,217 ) ( 719,710 ) 1,708,234 8,025,506 Share-based compensation — — 84,983 — — — — 84,983 Issuance of common stock and reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes 316 — ( 23,809 ) ( 176 ) 13,729 — — ( 10,080 ) Repurchases of common stock — — — 6,470 ( 626,226 ) — — ( 626,226 ) Cash dividends declared ($ 1.40 per share) — — — — — — ( 130,374 ) ( 130,374 ) Other comprehensive income — — — — — 212,462 — 212,462 Net income — — — — — — 626,911 626,911 Balances, November 30, 2023 99,012 99 7,435,274 10,343 ( 949,714 ) ( 507,248 ) 2,204,771 8,183,182 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 ) Cash dividends declared ($ 1.60 per share) — — — — — — ( 138,081 ) ( 138,081 ) Other comprehensive loss — — — — — ( 137,869 ) — ( 137,869 ) Net income — — — — — — 689,091 689,091 Balances, November 30, 2024 99,012 $ 99 $ 7,437,688 15,289 $ ( 1,513,017 ) $ ( 645,117 ) $ 2,755,781 $ 8,035,434 (Amounts may not add or compute due to rounding) The accompanying Notes are an integral part of these Consolidated Financial Statements. 54 Table of Contents TD SYNNEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Currency in thousands) Fiscal Years Ended November 30, 2024 2023 2022 Cash flows from operating activities: Net income $ 689,091 $ 626,911 $ 651,307 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 407,532 418,315 463,365 Share-based compensation 69,201 84,983 91,167 Provision for doubtful accounts 862 44,742 34,741 Deferred income taxes ( 28,813 ) ( 91,572 ) ( 92,381 ) Impairment of long-lived assets — — 4,726 Other 2,635 ( 2,757 ) 4,376 Changes in operating assets and liabilities, net of acquisition of businesses: Accounts receivable, net ( 195,615 ) ( 656,630 ) ( 1,497,995 ) Receivables from vendors, net ( 6,606 ) ( 127,046 ) 241,242 Inventories ( 1,214,505 ) 2,032,202 ( 2,636,759 ) Accounts payable 1,930,252 ( 971,747 ) 2,375,952 Other operating assets and liabilities ( 436,310 ) 49,972 310,655 Net cash provided by (used in) operating activities 1,217,724 1,407,373 ( 49,604 ) 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 Net cash used in investing activities ( 193,838 ) ( 156,411 ) ( 115,508 ) Cash flows from financing activities: Dividends paid ( 138,081 ) ( 130,374 ) ( 114,946 ) Proceeds from issuance of common stock and reissuances of treasury stock 11,996 8,846 8,234 Repurchases of common stock ( 611,892 ) ( 620,659 ) ( 125,016 ) Repurchases of common stock for tax withholdings on equity awards ( 24,703 ) ( 18,926 ) ( 11,062 ) Net (repayments) borrowings on revolving credit loans ( 39,530 ) ( 2,571 ) 96,592 Principal payments on long-term debt ( 1,486,397 ) ( 74,408 ) ( 128,728 ) Borrowings on long-term debt 1,349,376 51,837 — Cash paid for debt issuance costs ( 13,869 ) — — Other — 375 ( 665 ) Net cash used in financing activities ( 953,100 ) ( 785,880 ) ( 275,591 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 45,184 ) 45,838 ( 31,354 ) Net increase (decrease) in cash, cash equivalents and restricted cash 25,602 510,920 ( 472,057 ) Cash, cash equivalents and restricted cash at beginning of year 1,033,776 522,856 994,913 Cash, cash equivalents and restricted cash at end of year $ 1,059,378 $ 1,033,776 $ 522,856 Supplemental disclosures of cash flow information: Interest paid on borrowings $ 358,828 $ 318,236 $ 220,760 Income taxes paid $ 240,931 $ 282,512 $ 178,035 (Amounts may not add or compute due to rounding) The accompanying Notes are an integral part of these Consolidated Financial Statements. 55 Table of Contents TD SYNNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Currency and share amounts in thousands unless otherwise noted, except per share amounts) NOTE 1— ORGANIZATION AND BASIS OF PRESENTATION: 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. The Company operates on a fiscal year that ends on November 30. Certain columns and rows may not add or compute due to the use of rounded numbers. NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. The Company evaluates these estimates on a regular basis and bases them on historical experience and on various assumptions that the Company believes are reasonable. Actual results could differ from the estimates. Principles of Consolidation 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. 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. Investments in less than 20 % owned companies, where the Company does not have significant influence, are recorded at cost or fair value based on whether the equity securities have readily determinable fair values. Segment Reporting 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, 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 Asia-Pacific and Japan ("APJ"). Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity or remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash equivalents consist principally of money market deposit accounts and money market funds that are stated at cost, which approximates fair value. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash balances with financial institutions are in excess of amounts that are insured. Accounts Receivable The Company maintains an allowance for doubtful accounts as an estimate to cover the future expected credit losses resulting from uncertainty regarding collections from customers or OEM vendors to make payments for outstanding balances. In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis. 56 Table of Contents 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, 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. During the fiscal years ended November 30, 2024, 2023 and 2022, discount fees were $ 67.8 million, $ 51.1 million and $ 26.2 million, respectively. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is computed based on the weighted-average method. Inventories are comprised of finished goods and work-in-process. Finished goods include products purchased for resale, system components purchased for both resale and for use in the Company’s systems design and integration business and completed systems. Work-in-process inventories are not material to the Consolidated Financial Statements. Derivative Financial Instruments The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of “Accumulated other comprehensive income (loss)” in stockholders’ equity and reclassified into earnings in the same line associated with the hedged transactions, in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. 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 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. The excluded component is recognized in "Interest expense and finance charges, net" on the Consolidated Statement of Operations. The Company classifies cash flows related to the settlement of its net investment hedges as investing activities in the Consolidated Statements of Cash Flows. For derivative instruments that are not designated as hedges, gains and losses resulting from changes in fair value on derivative instruments are reported in the Consolidated Statements of Operations in the current period. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based upon the shorter of the estimated useful lives of the assets, or the lease term of the respective assets, if applicable. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized. The Company’s capitalized software has been obtained or developed for internal use only. Development and acquisition costs are capitalized for computer software only when management authorizes and commits to funding a computer software project through the approval of a capital expenditure requisition, and the software project is either for the development of new software, to increase the life of existing software or to add significantly to the functionality of existing software. Once these requirements have been met, capitalization would begin at the point that conceptual formulation, evaluation, design and testing of possible software project alternatives have been completed. Capitalization ceases when the software project is substantially complete and ready for its intended use. 57 Table of Contents The ranges of estimated useful lives for property and equipment categories are as follows: Equipment and Furniture 3 - 10 years Software 3 - 10 years Leasehold Improvements 2 - 15 years Buildings and Building Improvements 10 - 40 years Business Combinations The purchase price is allocated to the assets acquired, liabilities assumed, and noncontrolling interests in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and noncontrolling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired entity and the Company and the value of the acquired assembled workforce, neither of which qualify for recognition as an intangible asset. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. The Company includes the results of operations of the acquired business in the Consolidated Financial Statements prospectively from the date of acquisition. Acquisition-related charges are recognized separately from the business combination and are expensed as incurred. These charges primarily include direct third-party professional and legal fees, and integration-related costs. Goodwill and Intangible Assets The values assigned to intangible assets include estimates and judgment regarding expectations for the length of customer relationships acquired in a business combination. Included within intangible assets is an indefinite lived trade name intangible asset. The Company's indefinite lived trade name intangible asset is considered a single unit of accounting and is tested for impairment at the consolidated level annually as of September 1, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Other purchased intangible assets are amortized over the useful lives based on estimates of the use of the economic benefit of the asset or on the straight-line amortization method. The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination and tests for impairment annually as of September 1, or more frequently if events or changes in circumstances indicate that it may be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The factors that are considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors such as increases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows; and other relevant entity-specific events and information. The Company also has the option to bypass the qualitative assessment for any reporting unit in any period. If the reporting unit does not pass or the Company chooses to bypass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on the value of a business through an analysis of sales and other multiples of guideline companies and recent sales or offerings of a comparable entity. The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, working capital requirements, future economic conditions, discount rates and other relevant factors. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss. No goodwill impairment has been identified for any of the years presented. Finite-lived intangible assets consist primarily of customer relationships, vendor lists and other intangible assets. Amortization is based on the pattern in which the economic benefits of the intangible assets will be consumed or on a straight-line basis when the consumption pattern is not apparent over the following useful lives: Customer Relationships 4 - 15 years Vendor Lists 10 years Other Intangible Assets 1 - 10 years 58 Table of Contents Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including finite-lived intangible assets, property and equipment, right-of-use ("ROU") assets and certain other assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows, undiscounted and without interest charges, of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. Leases The Company enters into leases as a lessee for property and equipment in the ordinary course of business. When procuring goods or services, or upon entering into a contract with its customers, the Company determines whether an arrangement contains a lease at its inception. As part of that evaluation, the Company considers whether there is an implicitly or explicitly identified asset in the arrangement and whether the Company, as the lessee, or the customer, if the Company is the lessor, has the right to control the use of that asset. When the Company is the lessee, all leases with a term of more than 12 months are recognized as ROU assets and associated lease liabilities in the Consolidated Balance Sheet. Lease liabilities are recorded at the lease commencement date and determined using the present value of the lease payments not yet paid, at the Company’s incremental borrowing rate, which approximates the rate at which the Company would borrow on a secured basis in the country where the lease was executed. The interest rate implicit in the lease is generally not determinable in transactions where the Company is the lessee. The ROU asset equals the lease liability adjusted for any initial direct costs, prepaid rent and lease incentives. The Company’s variable lease payments generally relate to payments tied to various indexes, non-lease components and payments above a contractual minimum fixed amount. Operating leases are included in other assets, net, other accrued liabilities and other long-term liabilities in the Consolidated Balance Sheet. Substantially all of the Company's leases are classified as operating leases and the Company’s finance leases are not material. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. 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" 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and cash equivalents, accounts receivable, receivables from vendors and derivative instruments. The Company’s cash and cash equivalents and derivative instruments are transacted and maintained with financial institutions with high credit standing, and their compositions and maturities are regularly monitored by management. Through November 30, 2024, the Company has not experienced any material credit losses on such deposits and derivative instruments. Accounts receivable include amounts due from customers, including related party customers. Receivables from vendors, net, includes amounts due from OEM vendors primarily in the technology industry. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral. The Company also maintains allowances for potential credit losses. In estimating the required allowances, the Company takes into consideration the overall quality and aging of its receivable portfolio, the existence of credit insurance and specifically identified customer and vendor risks. The following table provides revenue generated from products purchased from vendors that exceeded 10% of our consolidated revenue for the periods indicated (as a percent of consolidated revenue): Twelve Months Ended November 30, 2024 November 30, 2023 November 30, 2022 Apple, Inc. 12 % 11 % 11 % HP Inc. N/A ( 1 ) N/A ( 1 ) 10 % __________________ ( 1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented. 59 Table of Contents One customer accounted for 12 %, 11 % and 10 % of the Company’s total revenue in fiscal years 2024, 2023 and 2022, respectively. As of November 30, 2024 and 2023, no single customer comprised more than 10% of the consolidated accounts receivable balance. Book Overdrafts Book overdrafts, representing checks issued in excess of balances on deposit in the applicable bank accounts and which have not been paid by the applicable bank at the balance sheet date are classified as “Borrowings, current” in the Company’s Consolidated Balance Sheets. Under the terms of the Company’s banking arrangements, the respective financial institutions are not legally obligated to honor the book overdraft balances. The Company’s policy is to report the change in book overdrafts as a financing activity in the Consolidated Statements of Cash Flows. Revenue Recognition The Company generates revenue primarily from the sale of various IT products. The Company recognizes revenues from the sale of IT hardware and software as control is transferred to customers, which is at the point in time when the product is shipped or delivered. The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Binding purchase orders from customers together with agreement to the Company's terms and conditions of sale by way of an executed agreement or other signed documents are considered to be the contract with a customer. Products sold by the Company are delivered via shipment from the Company’s facilities, drop-shipment directly from the vendor, or by electronic delivery of software products. In situations where arrangements include customer acceptance provisions, revenue is recognized when the Company can objectively verify the products comply with specifications underlying acceptance and the customer has control of the products. Revenue is presented net of taxes collected from customers and remitted to government authorities. The Company generally invoices a customer upon shipment, or in accordance w ith specific contractual provisions. Payments are due as per contract terms and do not contain a significant financing component. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed. Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. These provisions are reviewed and adjusted periodically by the Company. Revenue is reduced for early payment discounts and volume incentive rebates offered to customers, which are considered variable consideration, at the time of sale based on an evaluation of the contract terms and historical experience. The Company recognizes revenue on a net basis on certain contracts, where the Company’s performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which the Company does not assume the risks and rewards of ownership, by recognizing the margins earned in revenue with no associated cost of revenue. Such arrangements include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts, extended warranty contracts and certain of the Company's systems design and integration solutions arrangements which operate under a customer-owned procurement model. The Company considers shipping and handling activities as costs to fulfill the sale of products. Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue. The Company disaggregates its operating segment revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue. Disaggregated revenue disclosure is presented in Note 12 – Segment Information. Cost of Revenue Cost of revenue includes the product price paid to OEM suppliers, net of any incentives, rebates, price protection and purchase discounts received from the OEM suppliers. Cost of revenue also consists of provisions for inventory losses and write-downs, shipping and handling costs and royalties due to OEM vendors. In addition, cost of revenue includes the cost of materials, labor and overhead and warranty for design and integration activities. 60 Table of Contents Selling, General and Administrative Expenses Selling, general and administrative expenses are charged to income as incurred. Expenses of promoting and selling products and services are classified as selling expense and include such items as compensation, sales commissions and travel. General and administrative expenses include such items as compensation, cost of warehouse, delivery centers and other non-integration facilities, legal and professional costs, office supplies, non-income taxes, insurance and utility expenses. In addition, selling, general and administrative expenses include other operating items such as allowances for credit losses, depreciation and amortization of intangible assets. OEM Supplier Programs Funds received from OEM suppliers for volume promotion programs, price protection and product rebates are recorded as adjustments to cost of revenue and/or the carrying value of inventories, as appropriate. Where there is a binding agreement, the Company tracks vendor promotional programs for volume discounts on a program-by-program basis and records them as a reduction to cost of revenue based on a systematic and rational allocation. The Company monitors the balances of vendor receivables on a quarterly basis and adjusts the balances due for differences between expected and actual sales volume. Vendor receivables are generally collected through reductions authorized by the vendor to accounts payable. Funds received for specific marketing and infrastructure reimbursements, net of related costs, are recorded as adjustments to “Selling, general and administrative expenses,” and any excess reimbursement amount is recorded as an adjustment to cost of revenue. Royalties The Company’s software product purchases include products licensed from OEM vendors, which are subsequently distributed to resellers. Royalties to OEM vendors are accrued and recorded in cost of revenue when software products are shipped and revenue is recognized. Warranties The Company’s OEM suppliers generally warrant the products distributed by the Company and allow returns of defective products. The Company generally does not independently warrant the products it distributes; however, the Company does warrant the following: (1) products that it builds to order from components purchased from other sources, (2) services with regard to products integrated for its customers; and (3) products sold in countries where the Company is responsible for defective product as a matter of law. The time period required by law in certain countries exceeds the warranty period provided by the manufacturer. The Company is obligated to provide warranty protection for sales of certain IT products within the European Union (“EU”) for up to two years as required under the EU directive where vendors have not affirmatively agreed to provide pass-through protection. Warranty expense and the accrual for warranty costs were not material to the Company’s Consolidated Financial Statements for any of the periods presented. Advertising Costs related to advertising and product promotion expenditures are charged to “Selling, general and administrative expenses” as incurred and are primarily offset by OEM marketing reimbursements. Net costs related to advertising and promotion expenditures were not material to the Company’s Consolidated Financial Statements for any of the periods presented. Income Taxes The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and laws that will be in effect when the difference is expected to reverse. Tax on global low-taxed intangible income is accounted for as a current expense in the period in which the income is included in a tax return using the “period cost” method. Valuation allowances are provided against deferred tax assets that are not likely to be realized. The Company recognizes tax benefits from uncertain tax positions only if that tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. 61 Table of Contents Foreign Currency Translations The financial statements of the Company’s international subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the month. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income (loss)” in stockholders’ equity. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. 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, net.” Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The primary components of comprehensive income for the Company include net income, foreign currency translation adjustments arising from the consolidation of the Company’s international subsidiaries and unrealized gains and losses on cash flow hedges. Share-based Compensation The Company accounts for share-based payment transactions in which the Company receives services in exchange for equity instruments of the Company. Share-based compensation cost for stock options, restricted stock awards and units, performance-based restricted stock units and employee stock purchase plans is determined based on the fair value at the grant date. The Company recognizes share-based compensation cost as expense for awards other than its performance-based restricted stock units ratably on a straight-line basis over the requisite service period. The Company recognizes share-based compensation cost associated with its performance-based restricted stock units over the requisite service period if it is probable that the performance conditions will be satisfied. The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur. Earnings Per Common Share Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of common stock and participating securities. Basic earnings per common share is computed by dividing net income attributable to the Company’s common stockholders by the weighted-average of common shares outstanding during the period. Diluted earnings per common share also considers the dilutive effect of in-the-money stock options and restricted stock units, calculated using the treasury stock method. Treasury Stock Repurchases of shares of common stock are accounted for at cost, which includes brokerage fees and excise taxes, and are included as a component of stockholders’ equity in the Consolidated Balance Sheets. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under stock incentive plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares. Reclassifications Certain reclassifications have been made to prior period amounts in the Consolidated Financial Statements to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts. 62 Table of Contents Recently Adopted Accounting Pronouncements 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 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 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. The Company is currently evaluating the impact the new accounting standard will have on its segment reporting disclosures in the notes to the consolidated financial statements. In December 2023, the FASB issued an accounting standards update, ASU 2023-09, which requires enhanced income tax disclosures. The enhanced disclosures required include disclosure of specific categories and disaggregation of information in the rate reconciliation table. 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. Retrospective application is permitted. The Company is currently evaluating the impact the new accounting standard will have on its income tax disclosures in the notes to the consolidated financial statements. 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. 63 Table of Contents NOTE 3— ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS: Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger and costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”) 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 Merger On March 22, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) which provided that legacy SYNNEX Corporation would acquire legacy Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which would result in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger"). On September 1, 2021, pursuant to the terms of the Merger Agreement, the Company acquired all the outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent corporation of Tech Data, for consideration of $ 1.6 billion in cash ($ 1.1 billion in cash after giving effect to a $ 500.0 million equity contribution by Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation’s sole stockholder and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP) Corporation prior to the effective time of the Merger) and 44 million shares of common stock of SYNNEX valued at approximately $ 5.6 billion. The combined company is referred to as TD SYNNEX. 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. 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 $ 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, 2024 2023 2022 (currency in thousands) Professional services costs $ 16,456 $ 20,775 $ 29,352 Personnel and other costs 15,279 46,464 40,220 Long-lived assets charges and termination fees 22,533 41,812 69,053 Stock-based compensation — 35,709 52,171 Voluntary severance program costs 10,113 52,091 — Total $ 64,381 $ 196,851 $ 190,796 64 Table of Contents NOTE 4— SHARE-BASED COMPENSATION: 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)”). The TD SYNNEX Plans, as amended, provide for the direct award or sale of shares of common stock, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), the grant of options to purchase shares of common stock and the award of stock appreciation rights to employees and non-employee directors and consultants. No further grants may be made under the 2013 TD SYNNEX Plan and all outstanding awards under the 2013 TD SYNNEX Plan continue to be governed by their existing terms. As of November 30, 2024, there were 2.3 million shares of common stock authorized under the 2020 TD SYNNEX Plan available for future grants. Under the TD SYNNEX Plans, qualified employees are eligible for the grant of incentive stock options to purchase shares of common stock. Qualified employees and outside directors and consultants are eligible for the grant of non-qualified stock options, stock appreciation rights, RSAs and RSUs. The outstanding RSAs and RSUs generally vest ratably on an annual basis over a period of three to five years , with certain awards subject to other vesting periods as defined per the grant agreement. RSAs granted to qualified non-employee directors vest one fourth on a quarterly basis over a one-year period. The holders of RSAs are entitled to the same voting, dividend and other rights as the Company’s common stockholders. Certain RSUs vest subject to the achievement of individual, divisional or company-wide performance goals. 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 . 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. The Company recognizes share-based compensation expense for all share-based awards made to employees and outside directors, including employee stock options, RSAs, RSUs, performance-based RSUs and employee stock purchase rights, based on estimated fair values. A summary of share-based compensation expense in the Consolidated Statements of Operations for TD SYNNEX stock incentive plans is presented below: Fiscal Years Ended November 30, 2024 2023 2022 (currency in thousands) Selling, general and administrative expenses $ 69,201 $ 49,273 $ 38,994 Acquisition, integration and restructuring costs — 6,526 6,514 Total share-based compensation expense $ 69,201 $ 55,799 $ 45,508 The Company settles all share-based award exercises with newly issued common shares or the reissuance of treasury shares. Valuation Assumptions The Company estimates the fair value of share-based payment awards on the grant date and recognizes as expense over the requisite service period in the Company’s Consolidated Financial Statements. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption is determined using historical volatility of the Company’s common stock. 65 Table of Contents The fair value of stock awards is determined based on the stock price at the date of grant. For grants that do not accrue dividends or dividend equivalents, the fair value is the stock price reduced by the present value of estimated dividends over the vesting period. For performance-based RSUs, the grant-date fair value assumes that the targeted performance goals will be achieved. Over the performance period, the number of awards expected to vest will be adjusted higher or lower based on the probability of achievement of performance goals. The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur. Employee Stock Options A summary of the changes in the Company’s stock options is set forth below: Options Outstanding (shares in thousands, except per share amounts) Number of shares Weighted- average exercise price per share Balances, November 30, 2023 594 $ 74.93 Options exercised ( 112 ) 59.50 Balances, November 30, 2024 482 $ 78.52 The following assumptions were used in the Black-Scholes valuation model in fiscal year 2022: Fiscal Year Ended November 30, 2022 Expected life (years) 5.5 Risk free interest rate 1.73 % - 3.92 % Expected volatility 39.10 % - 40.18 % Dividend yield 1.13 % - 1.37 % 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. The cash received from the exercise of stock options and the intrinsic values of stock options exercised during fiscal years 2024, 2023 and 2022 were as follows: Fiscal Years Ended November 30, 2024 2023 2022 (currency in thousands) Intrinsic value of options exercised $ 6,004 $ 3,570 $ 4,682 Cash received from exercise of options $ 6,681 $ 4,448 $ 3,216 As of November 30, 2024, the unamortized share-based compensation expense related to unvested stock options under the TD SYNNEX Plans was $ 0.5 million which will be recognized over an estimated weighted-average amortization period of 1.57 years. 66 Table of Contents Restricted Stock Awards and Restricted Stock Units A summary of the changes in the Company’s non-vested RSAs and RSUs during fiscal year 2024 is presented below: (shares in thousands, except per share amounts) Number of shares Weighted-average, grant-date fair value per share Non-vested as of November 30, 2023 1,307 $ 94.92 Granted 674 115.33 Vested ( 647 ) 93.16 Attainment adjustments (1) ( 16 ) 97.47 Cancelled ( 66 ) 97.05 Non-vested as of November 30, 2024 1,252 $ 106.70 __________________ (1) During the year ended November 30, 2024, t he attainment on PRSUs vested was adjusted to reflect actual performance. The weighted-average grant-date fair value of the 635 thousand RSAs and RSUs granted during fiscal year 2023 was $ 96.75 . 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. 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 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. 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 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 Company's employee stock purchase plans was immaterial during fiscal years 2024, 2023 and 2022. Tax Benefit of Share-Based Compensation Expense During fiscal years 2024, 2023 and 2022, the Company recognized income tax benefits related to the plans discussed above of $ 15.6 million, $ 12.6 million, and $ 8.2 million, respectively, within the provision for income taxes. 67 Table of Contents NOTE 5— STOCKHOLDERS’ EQUITY: Share Repurchase Program 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) Shares Weighted-average price per share Treasury stock balance as of November 30, 2023 10,343 $ 91.82 Shares of treasury stock repurchased under share repurchase program (1) 5,547 110.31 Shares of treasury stock repurchased for tax withholdings on equity awards 219 112.84 Shares of treasury stock reissued for employee benefit plans ( 820 ) 96.08 Treasury stock balance as of November 30, 2024 15,289 $ 98.96 __________________ (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, 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. Dividends 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. On January 10, 2025 , the Company announced a cash dividend of $ 0.44 per share to stockholders of record as of January 24, 2025 , payable on January 31, 2025 . Dividends are subject to continued capital availability and the declaration by the Board of Directors in the best interest of the Company’s stockholders. 68 Table of Contents NOTE 6— EARNINGS PER COMMON SHARE: The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated: Fiscal Years Ended November 30, 2024 2023 2022 (currency and share amounts in thousands, except per share amounts) Basic earnings per common share: Net income attributable to common stockholders (1) $ 682,987 $ 622,045 $ 646,963 Weighted-average number of common shares - basic 85,494 92,572 95,225 Basic earnings per common share $ 7.99 $ 6.72 $ 6.79 Diluted earnings per common share: Net income attributable to common stockholders (1) $ 683,009 $ 622,056 $ 646,974 Weighted-average number of common shares - basic 85,494 92,572 95,225 Effect of dilutive securities: Stock options and RSUs 380 281 284 Weighted-average number of common shares - diluted 85,874 92,853 95,509 Diluted earnings per common share $ 7.95 $ 6.70 $ 6.77 Anti-dilutive shares excluded from diluted earnings per share calculation 123 287 260 __________________ (1) RSAs granted by the Company are considered participating securities. Income available to participating securities was immaterial in all periods presented. NOTE 7— BALANCE SHEET COMPONENTS: Accounts receivable, net: The following table summarizes accounts receivable, net: As of November 30, 2024 2023 (currency in thousands) Accounts receivable $ 10,443,290 $ 10,448,567 Less: Allowance for doubtful accounts ( 101,665 ) ( 150,753 ) Accounts receivable, net $ 10,341,625 $ 10,297,814 69 Table of Contents Allowance for doubtful trade receivables: The following table summarizes the changes to the allowance for doubtful trade receivables (currency in thousands): Balance as of November 30, 2021 $ 114,836 Additions 34,741 Write-offs, recoveries, reclassifications and foreign exchange translation ( 19,835 ) Balance as of November 30, 2022 129,742 Additions 44,742 Write-offs, recoveries, reclassifications and foreign exchange translation ( 23,731 ) Balance as of November 30, 2023 150,753 Additions 862 Write-offs, recoveries, reclassifications and foreign exchange translation ( 49,950 ) Balance as of November 30, 2024 $ 101,665 Property and equipment, net: The following table summarizes property and equipment, net: As of November 30, 2024 2023 (currency in thousands) Land $ 27,384 $ 27,871 Equipment, computers and software 483,948 513,030 Furniture and fixtures 64,103 64,429 Buildings, building improvements and leasehold improvements 239,918 236,479 Construction-in-progress 1,230 17,681 Total property and equipment, gross $ 816,583 $ 859,490 Total accumulated depreciation ( 359,559 ) ( 409,466 ) Property and equipment, net $ 457,024 $ 450,024 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 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. Goodwill: The following table summarizes changes in the carrying amount of goodwill: Fiscal Year Ended November 30, 2024 Americas Europe APJ Total (currency in thousands) Balance, beginning of year $ 2,480,078 $ 1,349,740 $ 74,352 $ 3,904,170 Additions from acquisitions 13,247 6,309 5,157 24,713 Foreign exchange translation 444 ( 33,496 ) ( 754 ) ( 33,806 ) Balance, end of year $ 2,493,769 $ 1,322,553 $ 78,755 $ 3,895,077 70 Table of Contents Intangible assets, net: The following table summarizes intangible assets, net: As of November 30, 2024 As of November 30, 2023 Gross Amounts Accumulated Amortization Net Amounts Gross Amounts Accumulated Amortization Net Amounts (currency in thousands) Intangible assets with indefinite lives: Trade name $ 1,018,208 $ — $ 1,018,208 $ 1,033,378 $ — $ 1,033,378 Intangible assets with finite lives: Customer relationships $ 3,858,727 $ ( 1,001,886 ) $ 2,856,841 $ 3,898,701 $ ( 741,388 ) $ 3,157,313 Vendor lists 175,865 ( 144,692 ) 31,173 177,737 ( 132,440 ) 45,297 Other intangible assets 28,100 ( 22,055 ) 6,045 28,579 ( 20,253 ) 8,326 $ 5,080,900 $ ( 1,168,633 ) $ 3,912,267 $ 5,138,395 $ ( 894,081 ) $ 4,244,314 Amortization expense for fiscal years 2024, 2023 and 2022, was $ 292.3 million, $ 293.7 million and $ 299.2 million, respectively. Estimated future amortization expense of the Company’s intangible assets is as follows: Fiscal years ending November 30, (currency in thousands) 2025 $ 286,585 2026 283,890 2027 280,837 2028 264,655 2029 262,696 Thereafter 1,515,396 Total $ 2,894,059 NOTE 8— DERIVATIVE INSTRUMENTS: In the ordinary course of business, the Company is exposed to foreign currency risk, interest rate risk, equity risk, commodity price changes and credit risk. The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the legal entity’s functional currency. The Company may enter into forward contracts, option contracts, swaps, or other derivative instruments to offset a portion of the risk on expected future cash flows, earnings, net investments in certain international subsidiaries and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. The Company does not use derivative instruments to cover equity risk and credit risk. The Company’s hedging program is not used for trading or speculative purposes. 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 accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheets, as discussed below. 71 Table of Contents Cash Flow Hedges The Company uses interest rate swap derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt. Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of interest payments are recognized in “Interest expense and finance charges, net” in the same period as the related expense is recognized. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in AOCI associated with such derivative instruments are reclassified into earnings in the period of de-designation. Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions. The Company terminated its remaining interest rate swaps in May 2023 and had no interest rate swaps designated as cash flow hedges outstanding as of November 30, 2024. 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 Company's net investment hedges mature in various periods through 2031. Non-Designated Derivatives The Company uses short-term forward contracts to offset the foreign exchange risk of assets and liabilities denominated in currencies other than the functional currency of the respective entities. These contracts, which are not designated as hedging instruments, mature or settle within twelve months . Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates. Fair Values of Derivative Instruments in the Consolidated Balance Sheets The fair values of the Company’s derivative instruments are disclosed in Note 9 - Fair Value Measurements and summarized in the table below: Value as of Balance Sheet Line Item (currency in thousands) November 30, 2024 November 30, 2023 Derivative instruments not designated as hedging instruments: Foreign exchange forward contracts (notional value) $ 1,962,852 $ 1,456,110 Other current assets 11,863 4,326 Other accrued liabilities 8,096 9,756 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 Foreign exchange collar contracts (notional value) $ 300,000 $ — Other long-term assets 1,792 — 72 Table of Contents 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, 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. The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change. The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations The following table shows the gains and losses, before taxes, of the Company's derivative instruments designated as cash flow hedges and net investment hedges in Other Comprehensive Income (“OCI”), and not designated as hedging instruments in the Consolidated Statements of Operations for the periods presented: Location of Gains (losses) in Income For the fiscal years ended November 30, 2024 2023 2022 (currency in thousands) Derivative instruments not designated as hedging instruments: 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, 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. 73 Table of Contents 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. There are no existing gains or losses in AOCI expected to be reclassified into earnings in the normal course of business within the next 12 months. Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties. The Company manages the potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions. NOTE 9— FAIR VALUE MEASUREMENTS: The Company’s fair value measurements are classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table summarizes the valuation of the Company’s financial instruments that are measured at fair value on a recurring basis: As of November 30, 2024 As of November 30, 2023 Fair value measurement category Fair value measurement category Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (currency in thousands) Assets: Forward foreign currency exchange contracts not designated as hedges $ 11,863 — $ 11,863 — $ 4,326 — $ 4,326 — 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 — — — — — Liabilities: 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. 74 Table of Contents 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. 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. The carrying values of accounts receivable, accounts payable and short-term debt approximate fair value due to their short maturities and interest rates which are variable in nature. The carrying value of the Company’s term loans approximate their fair value since they bear interest rates that are similar to existing market rates. 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 year ended November 30, 2024 there were no transfers between the fair value measurement category levels. NOTE 10— BORROWINGS: Borrowings consist of the following: As of November 30, 2024 2023 (currency in thousands) 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 Short-term borrowings before debt discount and issuance costs $ 171,092 $ 983,694 Less: current portion of unamortized debt discount and issuance costs — ( 109 ) 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) 600,000 — Total TD SYNNEX Senior Notes $ 2,400,000 $ 1,800,000 TD SYNNEX Term Loan 581,250 1,275,000 2024 Term Loan 750,000 — Total term loans $ 1,331,250 $ 1,275,000 Other credit agreements and long-term debt 24,956 41,985 Long-term borrowings, before unamortized debt discount and issuance costs $ 3,756,206 $ 3,116,985 Less: unamortized debt discount and issuance costs ( 19,807 ) ( 17,792 ) Long-term borrowings $ 3,736,399 $ 3,099,193 (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 . 75 Table of Contents 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”). 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 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 borrowed under the U.S. AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets. There were no amounts outstanding under the U.S. AR Arrangement at November 30, 2024 or 2023. TD SYNNEX Credit Agreement 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. 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. (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. 76 Table of Contents 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 % 6.04 % TD SYNNEX Senior Notes 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. 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. 77 Table of Contents 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: Senior Notes Par Call Date Spread (in basis points) Senior Notes due 2026 July 9, 2026 20 Senior Notes due 2028 June 9, 2028 25 Senior Notes due 2031 May 9, 2031 25 Senior Notes due 2034 January 12, 2034 30 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 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. There was $ 171.1 million outstanding on these facilities at November 30, 2024, at a weighted average interest rate of 7.91 %, and there was $ 208.7 million outstanding at November 30, 2023, at a weighted average interest rate of 7.52 %. Borrowings under these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable. At November 30, 2024, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $ 47.8 million. 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 U.S. dollars at November 30, 2024 exchange rates. Future Principal Payments As of November 30, 2024, future principal payments under the above loans are as follows: Fiscal Years Ending November 30, (currency in thousands) 2025 $ 171,092 2026 1,294,806 2027 761,400 2028 600,000 2029 — Thereafter 1,100,000 Total $ 3,927,298 78 Table of Contents Covenant Compliance 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, 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: Summarized financial information related to the Company’s reportable business segments for the periods presented is shown below: Americas Europe APJ Consolidated (currency in thousands) Fiscal Year ended November 30, 2024 Revenue $ 34,791,848 $ 19,634,156 $ 4,026,432 $ 58,452,436 Operating income 817,548 263,913 112,750 1,194,211 Depreciation and amortization expense ( 239,481 ) ( 157,546 ) ( 10,505 ) ( 407,532 ) Purchases of property and equipment (1) ( 99,238 ) ( 20,832 ) ( 5,005 ) ( 125,075 ) Total assets 16,842,254 11,259,735 2,172,490 30,274,479 Fiscal Year ended November 30, 2023 Revenue $ 34,573,859 $ 19,422,297 $ 3,559,260 $ 57,555,416 Operating income 736,605 236,477 104,950 1,078,032 Depreciation and amortization expense ( 256,911 ) ( 151,712 ) ( 9,692 ) ( 418,315 ) Purchases of property and equipment (1) ( 68,667 ) ( 21,027 ) ( 4,840 ) ( 94,534 ) Total assets 16,693,727 11,006,064 1,713,023 29,412,814 Fiscal Year ended November 30, 2022 Revenue $ 38,791,102 $ 20,289,211 $ 3,263,497 $ 62,343,810 Operating income 734,103 227,249 89,521 1,050,873 Depreciation and amortization expense ( 280,113 ) ( 174,019 ) ( 9,233 ) ( 463,365 ) Purchases of property and equipment (1) ( 44,373 ) ( 15,754 ) ( 5,164 ) ( 65,291 ) __________________ (1) Excludes purchases of capitalized software and application software. 79 Table of Contents The Company attributes revenues from external customers to the country from where products are delivered. 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, 2024 2023 2022 (currency in thousands) Revenue: United States $ 31,075,984 $ 30,418,425 $ 34,104,786 Others 27,376,452 27,136,991 28,239,024 Total $ 58,452,436 $ 57,555,416 $ 62,343,810 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, 2024 2023 (currency in thousands) Long-lived assets: United States $ 225,885 $ 221,411 France 42,254 36,796 Others 74,353 78,659 Total $ 342,492 $ 336,866 NOTE 13— EMPLOYEE BENEFITS PLANS: 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. The Company may make discretionary contributions under the plans. During fiscal years 2024, 2023 and 2022, the Company contributed $ 17.0 million, $ 17.3 million and $ 15.8 million, respectively, to these 401(k) plans. Co-workers in certain of the Company's international subsidiaries are covered by government mandated defined contribution plans, which are not material to operations. Additionally, the Company has defined benefit plans sponsored by certain international subsidiaries which are not material to its operations. NOTE 14— LEASES: The Company leases certain of its facilities and equipment under noncancellable operating lease agreements, which expire in various periods through 2039 . The Company’s finance leases are not material. The following table presents the various components of lease costs: Fiscal Years Ended November 30, 2024 2023 2022 (currency in thousands) Operating lease cost $ 108,898 $ 109,789 $ 113,878 Short-term and variable lease cost 28,672 26,022 13,031 Sublease income ( 606 ) ( 950 ) ( 1,067 ) Total operating lease cost $ 136,964 $ 134,861 $ 125,842 80 Table of Contents The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter as of November 30, 2024: Fiscal Years Ending November 30, (currency in thousands) 2025 $ 104,065 2026 96,001 2027 80,263 2028 66,750 2029 52,923 Thereafter 202,651 Total payments $ 602,653 Less: imputed interest (1) ( 108,156 ) Total present value of lease payments $ 494,497 __________________ (1) Imputed interest represents the difference between undiscounted cash flows and discounted cash flows. The following amounts were recorded in the Company's Consolidated Balance Sheet as of November 30, 2024 and 2023: Operating leases Balance sheet location November 30, 2024 November 30, 2023 (currency in thousands) Operating lease ROU assets Other assets, net $ 471,889 $ 450,966 Current operating lease liabilities Other accrued liabilities 103,789 95,128 Non-current operating lease liabilities Other long-term liabilities 390,708 372,944 The following table presents s upplemental cash flow information related to the Company's operating leases for fiscal years 2024, 2023 and 2022. Cash payments related to variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below : Fiscal Years Ended November 30, Cash flow information 2024 2023 2022 (currency in thousands) Cash paid for amounts included in the measurement of lease liabilities $ 103,803 $ 108,880 $ 114,558 Non-cash ROU assets obtained in exchange for lease liabilities 111,123 128,953 72,885 The weighted-average remaining lease term and discount rate as of November 30, 2024 and 2023 were as follows: Operating lease term and discount rate 2024 2023 Weighted-average remaining lease term (years) 7.69 7.63 Weighted-average discount rate 4.86 % 4.53 % 81 Table of Contents NOTE 15— INCOME TAXES: The components of pretax income are as follows: Fiscal Years Ended November 30, 2024 2023 2022 (currency in thousands) United States $ 263,321 $ 283,233 $ 334,994 Foreign 602,714 506,275 492,136 $ 866,035 $ 789,508 $ 827,130 Significant components of the provision for income taxes are as follows: Fiscal Years Ended November 30, 2024 2023 2022 (currency in thousands) Current tax provision: Federal $ 12,163 $ 78,239 $ 88,745 State 24,501 40,436 35,320 Foreign 169,093 135,494 144,139 $ 205,757 $ 254,169 $ 268,204 Deferred tax provision (benefit): Federal $ 18,006 $ ( 30,499 ) $ ( 31,143 ) State ( 12,836 ) ( 24,771 ) ( 9,471 ) Foreign ( 33,983 ) ( 36,302 ) ( 51,767 ) $ ( 28,813 ) $ ( 91,572 ) $ ( 92,381 ) Total tax provision $ 176,944 $ 162,597 $ 175,823 The breakdown of net deferred tax assets and liabilities are as follows: As of November 30, 2024 2023 (currency in thousands) Deferred tax assets $ 36,059 $ 79,512 Deferred tax liabilities ( 812,763 ) ( 893,021 ) Total net deferred tax assets (liabilities) $ ( 776,704 ) $ ( 813,509 ) 82 Table of Contents The significant components of the Company’s deferred tax assets and liabilities are as follows: As of November 30, 2024 2023 (currency in thousands) Assets: Loss carryforwards $ 87,043 $ 82,014 Lease liabilities 110,166 103,013 Accrued liabilities 118,272 127,399 Foreign tax credit carryforwards 36,290 45,732 Disallowed interest expense 21,976 23,368 Allowance for doubtful accounts and sales return reserves 19,713 34,476 Capitalized inventory costs 11,974 12,106 Unrealized losses on hedges 11,971 13,806 Acquisition and transaction related costs 5,255 7,617 Share-based compensation expense 15,575 16,548 Deferred revenue 12,129 7,016 Long-lived assets 4,665 6,188 Other, net 3,251 688 458,280 479,971 Less: valuation allowance ( 80,640 ) ( 92,371 ) Total deferred tax assets $ 377,640 $ 387,600 Liabilities: Long-lived assets $ ( 1,017,777 ) $ ( 1,090,615 ) Lease right-of-use assets ( 106,821 ) ( 99,831 ) Deferred costs ( 12,279 ) ( 3,905 ) 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 $ ( 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. The Company considers all positive and negative evidence available in determining the potential of realizing deferred tax assets. To the extent that the Company generates consistent taxable income within those operations with valuation allowances, the Company may reduce the valuation allowances, thereby reducing income tax expense and increasing net income in the period the determination is made. The Company’s net operating loss carryforwards totaled $ 265.1 million at November 30, 2024. 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 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. The foreign tax credits have a ten-year carryforward period, and the majority is set to expire in fiscal year 2025 . 83 Table of Contents The reconciliation of the statutory United States federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Years Ended November 30, 2024 2023 2022 United States federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal income tax benefit 1.0 1.1 1.8 Global intangible low taxed income 0.4 0.7 0.2 Tax on foreign earnings different than US federal rate ( 2.5 ) ( 3.0 ) ( 2.5 ) Net changes in deferred tax valuation allowances ( 1.4 ) ( 0.2 ) ( 0.9 ) Interest not subject to tax, net 0.1 0.1 0.3 Foreign withholding taxes 2.4 0.6 — Capital loss carryback — — ( 1.0 ) Net changes in reserves for uncertain tax positions ( 0.3 ) — ( 0.1 ) Stock compensation related to Tech Data equity awards — 0.9 1.4 Other, net ( 0.3 ) ( 0.6 ) 1.1 Effective income tax rate 20.4 % 20.6 % 21.3 % 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. 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. Accordingly, the Company has not provisioned United States state taxes and foreign withholding taxes on non-U.S. subsidiaries for which the earnings are permanently reinvested. The Company has been granted tax holidays in certain jurisdictions, primarily, China. The tax holidays provide for lower rates of taxation and require various thresholds of investment and business activities in those jurisdictions. 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. The estimates and assumptions used by the Company in computing the income taxes reflected in the Company’s consolidated financial statements could differ from the actual results reflected in the income tax returns filed during the subsequent year. 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. 84 Table of Contents 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): For the year ended November 30: 2024 2023 2022 Gross unrecognized tax benefits at beginning of period $ 18,940 $ 20,695 $ 26,330 Increases in tax positions for prior years 1,068 859 1,069 Decreases in tax positions for prior years ( 1,219 ) ( 3,093 ) ( 189 ) Increases in tax positions for current year 1,390 3,101 955 Expiration of statutes of limitation ( 3,167 ) ( 2,874 ) ( 3,074 ) Settlements — — ( 3,375 ) Changes due to translation of foreign currencies ( 215 ) 252 ( 1,021 ) Gross unrecognized tax benefits at end of period $ 16,797 $ 18,940 $ 20,695 As of November 30, 2024, the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $ 16.8 million. Unrecognized tax benefits that have a reasonable possibility of significantly decreasing within the 12 months following November 30, 2024 would not have a material impact on the tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company’s accrued interest and penalties at November 30, 2024 would not have a material impact on the effective tax rate if reversed. The provision for income taxes for each of the fiscal years ended November 30, 2024, 2023 and 2022 includes interest expense on unrecognized income tax benefits for current and prior years which is not significant to the Company’s Consolidated Statement of Income. The change in the balance of accrued interest for fiscal 2024, 2023 and 2022, includes the current year end accrual, an interest benefit resulting from the expiration of statutes of limitation, and the translation adjustments on foreign currencies. The Company conducts business primarily in the Americas, Europe and APJ, and as a result, one or more of its subsidiaries files income tax returns in the U.S. federal, various state, local and foreign tax jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is no longer subject to examinations by the Internal Revenue Service for years before fiscal 2021. The Company is no longer subject to foreign or state income tax audits for returns covering years through 2011, and fiscal year 2017, respectively. 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. 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. The Tax Matters Agreement provides that SYNNEX and Concentrix will share certain pre-Separation income tax liabilities that arise from adjustments made by tax authorities to SYNNEX and Concentrix’ U.S. and certain non-U.S. income tax returns. In certain jurisdictions SYNNEX and Concentrix have joint and several liability for past income tax liabilities and accordingly, SYNNEX could be legally liable under applicable tax law for such liabilities and required to make additional tax payments. In addition, if the distribution of Concentrix' common shares to the SYNNEX stockholders is determined to be taxable, Concentrix and SYNNEX would share the tax liability equally, unless the taxability of the distribution is the direct result of action taken by either Concentrix or SYNNEX subsequent to the distribution in which case the party causing the distribution to be taxable would be responsible for any taxes imposed on the distribution. 85 Table of Contents NOTE 16— COMMITMENTS AND CONTINGENCIES: As is customary in the technology industry, to encourage certain customers to purchase products from us, the Company also has other financing agreements with financial institutions to provide inventory financing facilities to the Company’s customers and allow certain customers of the Company to finance their purchases directly with the financial institutions. The Company is contingently liable to repurchase inventory sold under these agreements in the event of any default by its customers under the agreement and such inventory being repossessed by the financial institutions. As the Company does not have access to information regarding the amount of inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Losses, if any, would be the difference between the repossession cost and the resale value of the inventory. Repurchases under these arrangements have been insignificant to date and the Company is not aware of any pending customer defaults or repossession obligations. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote. 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. 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. 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. Also, from time to time, the Company has been involved in various bankruptcy preference actions where the Company was a supplier to the companies now in bankruptcy. 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 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. The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company’s results of operations, financial position or cash flows. 86 Table of Contents TD SYNNEX CORPORATION SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS For the Fiscal Years Ended November 30, 2024, 2023 and 2022 (in thousands) (Amounts may not add or compute due to rounding) Balances at Beginning of Fiscal Year Charged to Revenue and Expense, net Additions and Measurement Period Adjustments Related to Acquisitions Deductions, Reclassifications and Write-offs Balances at End of Fiscal Year Fiscal Year Ended November 30, 2022 Allowance for sales returns-gross $ 171,869 $ 43,127 $ — $ ( 9,172 ) $ 205,825 Allowance for deferred tax assets 123,435 ( 10,837 ) ( 19,445 ) 9,738 102,891 Fiscal Year Ended November 30, 2023 Allowance for sales returns-gross $ 205,825 $ 21,342 $ — $ ( 57,132 ) $ 170,035 Allowance for deferred tax assets 102,891 ( 933 ) — ( 9,587 ) 92,371 Fiscal Year Ended November 30, 2024 Allowance for sales returns-gross $ 170,035 $ 35,468 $ — $ ( 29,543 ) $ 175,960 Allowance for deferred tax assets 92,371 ( 15,701 ) 5,545 ( 1,575 ) 80,640 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.