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What changed in TD SYNNEX CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TD SYNNEX CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+237 added−247 removedSource: 10-K (2026-01-27) vs 10-K (2025-01-24)

Top changes in TD SYNNEX CORP's 2025 10-K

237 paragraphs added · 247 removed · 187 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

43 edited+16 added−15 removed64 unchanged
Biggest changeN/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. We have distribution agreements with most of our suppliers, including Apple Inc. and HP Inc. These agreements usually provide for nonexclusive distribution rights and pertain to specific geographic territories.
Biggest changeWe have distribution agreements with most of our suppliers, including Apple Inc. and HP Inc. These agreements usually provide for nonexclusive distribution rights and pertain to specific geographic territories. The agreements are also generally short-term, subject to periodic renewal, and often contain provisions permitting termination by either our supplier or us without cause upon relatively short notice.
We aggregate and distribute IT hardware, software, and systems including personal computing devices and peripherals, mobile phones and accessories, printers, server and datacenter infrastructure, hybrid cloud, security, networking, communications and storage solutions, and system components. We also design and deliver purpose-built server, storage and networking solutions for the hyperscale infrastructure market.
We aggregate and distribute IT hardware, software, and systems including personal computing devices and peripherals, mobile phones and accessories, printers, server and datacenter infrastructure, hybrid cloud, security, networking, communications and storage solutions, and system components. We also design and deliver purpose-built server, storage and networking solutions for the hyperscale computing infrastructure market.
These images and other warehouse and shipping data are available online to our customer service representatives, enabling us to quickly respond to order inquiries by our customers. We operate our principal systems design and integration solutions facilities in the United States with additional locations in the United Kingdom and China.
These images and other warehouse and shipping data are available online to our customer service representatives, enabling us to quickly respond to order inquiries by our customers. We operate our principal systems design and integration solutions facilities in the United States with additional locations in Taiwan, the United Kingdom and China.
Our Operations We operate 158 distribution and administrative facilities globally. Our distribution processes are highly automated to ensure timely order fulfillment and accuracy, and enhance the efficiency of our warehouse operations and back office administration. Our distribution facilities are geographically dispersed to be near reseller customers and their end-users.
Our Operations We operate 168 distribution and administrative facilities globally. Our distribution processes are highly automated to ensure timely order fulfillment and accuracy, and enhance the efficiency of our warehouse operations and back office administration. Our distribution facilities are geographically dispersed to be near reseller customers and their end-users.
We also provide comprehensive IT solutions in key vertical markets such as government and healthcare, and specialized service offerings that increase efficiencies in the areas of global computing components, logistics services and supply chain management. One customer accounted for 12%, 11% and 10% of our total revenue in fiscal years 2024, 2023 and 2022, respectively.
We also provide comprehensive IT solutions in key vertical markets such as government and healthcare, and specialized service offerings that increase efficiencies in the areas of global computing components, logistics services and supply chain management. One customer accounted for 11%, 12% and 11% of our total revenue in fiscal years 2025, 2024 and 2023, respectively.
Seasonality Our operating results are affected by the seasonality of the IT products industry. We have historically experienced slightly higher sales in our first and fourth fiscal quarters due to patterns in capital budgeting, federal government spending and purchasing cycles of our customers and end-users. These historical patterns may not be repeated in subsequent periods.
Seasonality Our operating results are affected by the seasonality of the IT products industry. We have historically experienced slightly higher sales in our fourth fiscal quarter due to patterns in capital budgeting, federal government spending and purchasing cycles of our customers and end-users. These historical patterns may not be repeated in subsequent periods.
We provide scalable depot repair services delivered by certified engineers and technicians that enable OEMs to maintain productivity, participate in the circular economy, and reduce costs. Our depot repair services cover the full spectrum of products so OEMs can provide their customers comprehensive repair services without needing to dedicate their own resources to the task. Customer Management Services.
We provide scalable depot repair services delivered by certified engineers and technicians that enable OEMs to maintain productivity, participate in the circular economy, and reduce costs. Our depot repair services cover the full spectrum of products so OEMs can provide their customers comprehensive repair services without needing to dedicate their own resources to the task. Field Services.
Vetter was employed by the law firm of Robbins, Gaynor & Bronstein, P.A. from 1984 to 1993, most recently as a partner. Mr. Vetter is a member of the Florida Bar Association and holds Bachelor of Arts degrees in English and Economics from Bucknell University and a Juris Doctorate Degree from the University of Florida.
Vetter was employed by the law firm of Robbins, Gaynor & Bronstein, P.A. from 1984 to 1993, most recently as a partner. Mr. Vetter is a member of the Florida Bar Association and holds Bachelor of Arts degrees in English and Economics from Bucknell University and a Juris Doctorate Degree from the University of Florida. 12 Table of Contents
Our reseller customers include value-added resellers (“VARs”), corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers (“MSPs”). Resellers are classified primarily by their end-user customers. End-users include large corporations or enterprises, federal, state and local governments, SMBs, and individual consumers. In addition, resellers vary greatly in size and geographic reach.
Our reseller customers include value-added resellers (“VARs”), independent software vendors ("ISVs"), corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers (“MSPs”). Resellers are classified primarily by their end-user customers. End-users include large corporations or enterprises, federal, state and local governments, SMBs, and individual consumers. In addition, resellers vary greatly in size and geographic reach.
Henry served as a public accountant with both Arthur Andersen LLP and PricewaterhouseCoopers LLP, and as an accountant for DirecTV and AECOM (NYSE: ACM). Mr. Henry is a Certified Public Accountant in the State of California and a graduate of California State University in Fresno with a degree in Accounting. 12 Table of Contents
Henry served as a public accountant with both Arthur Andersen LLP and PricewaterhouseCoopers LLP, and as an accountant for DirecTV and AECOM (NYSE: ACM). Mr. Henry is a Certified Public Accountant in the State of California and a graduate of California State University in Fresno with a degree in Accounting.
As of November 30, 2024 and 2023, no single customer comprised more than 10% of the consolidated accounts receivable balance.
As of November 30, 2025 and 2024, no single customer comprised more than 10% of the consolidated accounts receivable balance.
The Merger was completed on September 1, 2021. On October 22, 2021, as a result of the Merger we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to change our corporate name from SYNNEX Corporation to TD SYNNEX Corporation, effective November 3, 2021.
On October 22, 2021, as a result of the Merger we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to change our corporate name from SYNNEX Corporation to TD SYNNEX Corporation, effective November 3, 2021.
Advanced Solutions Portfolio: • Our Advanced Solutions portfolio primarily includes data center technologies such as hybrid cloud, security, storage, networking, servers, software, converged and hyper-converged infrastructure and hyperscale infrastructure, via our Hyve business. Our suppliers include leading IT systems, system components and peripherals, software, communications and security equipment, and networking equipment manufacturers.
Advanced Solutions Portfolio: • Our Advanced Solutions portfolio primarily includes data center technologies such as hybrid cloud, security, storage, networking, servers, software, converged and hyper-converged infrastructure and hyperscale computing infrastructure, via our Hyve business. 4 Table of Contents Our suppliers include leading IT systems, system components and peripherals, software, communications and security equipment, and networking equipment manufacturers.
Some of our design and integration solutions facilities are ISO 9001:2015 and ISO 14001:2015 certified. 7 Table of Contents International Operations Approximately 47% of our consolidated revenue for fiscal year 2024 was generated by our international operations.
Some of our design and integration solutions facilities are ISO 9001:2015 and ISO 14001:2015 certified. 7 Table of Contents International Operations Approximately 48% of our consolidated revenue for fiscal year 2025 was generated by our international operations.
We also offer full turn-key logistics solutions designed to address the needs of large volume or specialty logistics services. Our full turn-key service offering is modular in nature and is designed to cover all aspects of the logistics life cycle including, transportation management, inventory optimization, complementary product matching, reverse logistics, asset refurbishment and disposal and strategic procurement. Depot Repair Services.
Our full turn-key service offering is modular in nature and is designed to cover all aspects of the logistics life cycle including, transportation management, inventory optimization, complementary product matching, reverse logistics, asset refurbishment and disposal and strategic procurement. Depot Repair Services.
We also sponsor a wellness program designed to enhance physical, financial, and mental well-being for all our co-workers. Throughout the year, we encourage healthy behaviors through regular communications, educational sessions, voluntary progress tracking, wellness challenges, and other incentives. Environmental We remain focused on protecting our planet and reducing our global carbon footprint.
We also sponsor a wellness program designed to enhance physical, financial, and mental well-being for all our co-workers. Throughout the year, we encourage healthy behaviors through regular communications, educational sessions, voluntary progress tracking, wellness challenges, and other incentives.
This enables us to offer comprehensive solutions to our reseller and retail customers. We group the majority of our offerings into two primary solutions portfolios, Endpoint Solutions and Advanced Solutions which are comprised of the following: Endpoint Solutions Portfolio: • Our Endpoint Solutions portfolio primarily includes personal computing devices and peripherals, mobile phones and accessories, printers and supplies.
We group the majority of our offerings into two primary solutions portfolios, Endpoint Solutions and Advanced Solutions which are comprised of the following: Endpoint Solutions Portfolio: • Our Endpoint Solutions portfolio primarily includes personal computing devices and peripherals, mobile phones and accessories, printers and supplies.
We require a talented workforce and are committed to providing total rewards that are market-competitive and performance-based, driving innovation and operational excellence. Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives, stockholder value.
Each year we will assess our progress and make adjustments to improve our pay equity position. We require a talented workforce and are committed to providing total rewards that are market-competitive and performance-based, driving innovation and operational excellence. Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives, stockholder value.
Through ongoing co-worker development, comprehensive compensation and benefits, and a focus on health, safety and co-worker well-being, we strive to help our co-workers in all aspects of their lives so they can do their best work.
We are committed to fostering a diverse and inclusive workplace that attracts and retains exceptional talent. Through ongoing co-worker development, comprehensive compensation and benefits, and a focus on health, safety and co-worker well-being, we strive to help our co-workers in all aspects of their lives so they can do their best work.
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.
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, 2025 November 30, 2024 November 30, 2023 Apple, Inc. 12 % 12 % 11 % HP Inc. 10 % N/A (1) N/A (1) __________________ (1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented.
Information contained in our Corporate Citizenship Report and website is not deemed part of this Annual Report on Form 10-K. 10 Table of Contents Available Information Our website is http://www.tdsynnex.com.
Additional human capital and sustainability information was included in our fiscal year 2024 Corporate Citizenship Report which is available on our website. Information contained in our Corporate Citizenship Report and website is not deemed part of this Annual Report on Form 10-K. 10 Table of Contents Available Information Our website is http://www.tdsynnex.com.
Our Products and Suppliers We offer a comprehensive catalog of more than 200,000 technology products (as measured by active SKU's) from approximately 2,500 original equipment manufacturers (“OEM”), suppliers of traditional technologies such as personal computing devices, mobile phones and accessories, and strategic technologies such as cloud, security, data analytics, AI and hyperscale infrastructure.
Our Products and Suppliers We offer a comprehensive catalog of more than 200,000 technology products (as measured by active SKU's) from approximately 2,500 OEMs, including personal computing devices, mobile phones and accessories, and strategic technologies such as cloud, security, data analytics, AI and hyperscale computing infrastructure. This enables us to offer comprehensive solutions to our reseller and retail customers.
Polk joined TD SYNNEX in 2002 and served as President and Chief Executive Officer of TD SYNNEX from March 2018 to September 2021. Prior to that position, he served as Chief Operating Officer, Chief Financial Officer and Senior Vice President of Corporate Finance of TD SYNNEX. In conjunction with the Merger in September 2021, Mr.
Prior to that position, he served as Chief Operating Officer, Chief Financial Officer and Senior Vice President of Corporate Finance of TD SYNNEX. In conjunction with the Merger in September 2021, Mr. Polk was appointed as Executive Chair of the Board of Directors, and he served as Executive Chair until September 1, 2023.
Given the variability in our business and the quick response time required by customers, it is critical that we are able to rapidly ramp-up and ramp-down our operational capabilities to maximize efficiency. As a result, we use temporary or contract workers, who totaled approximately 5,500 as of November 30, 2024, on a full-time equivalent basis.
Human Capital Resources As of November 30, 2025, we had approximately 24,000 full-time co-workers. Given the variability in our business and the quick response time required by customers, it is critical that we are able to rapidly ramp-up and ramp-down our operational capabilities to maximize efficiency.
Our customer management services are designed to support sales ecosystems, including operations and customer success, financing, engineering, business intelligence, and IT training. Using dedicated resources and an in-house data analytics team, we design customer-centric, distributor-neutral solutions that keep customers engaged so OEMs can expand their reach and capture additional revenue opportunities. Cloud Services.
Using dedicated resources and an in-house data analytics team, we design customer-centric, distributor-neutral solutions that keep customers engaged so OEMs can expand their reach and capture additional revenue opportunities. Cloud Services. We provide cloud-based solutions and services to our reseller customers to enable sales of and migration to technologies in a hosted environment to small and medium businesses.
Our practice includes reviewing the compensation of co-workers to ensure consistent pay practices by conducting a pay equity analysis annually comparing co-workers in the same role within a country or location.
Our practice includes reviewing the compensation of co-workers to ensure consistent pay practices by conducting a pay equity analysis annually comparing co-workers performing substantially similar work within a country or location. As we move forward, we aim to improve our pay equity position across the globe to ensure fairness for all co-workers.
Our service offerings include the following: Systems Design and Integration Solutions. We provide our customers with systems design and full rack integration solutions, build-to-order, and configure-to-order assembly capabilities. We offer design, integration, test and other production value-added solutions such as thermal testing, power-draw efficiency testing, burn-in, quality and logistics support. Logistics Services.
We offer design, integration, test and other production value-added solutions such as thermal testing, power-draw efficiency testing, burn-in, quality and logistics support. Logistics Services. We provide logistics support to our reseller customers such as outsourced fulfillment, virtual distribution and direct ship to end-users.
On March 22, 2021, we 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, SYNNEX Corporation acquired Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which resulted in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger").
Information About our Executive Officers The following table sets forth information regarding our current executive officers: Name Age Position Patrick Zammit 58 Chief Executive Officer Marshall Witt 59 Chief Financial Officer Dennis Polk 58 Hyve Solutions Executive David Vetter 65 Chief Legal Officer Simon Leung 59 Chief Business Officer John Henry 50 Chief Accounting Officer Patrick Zammit is our Chief Executive Officer .
Information About our Executive Officers The following table sets forth information regarding our current executive officers: Name Age Position Patrick Zammit 59 Chief Executive Officer David Jordan 38 Chief Financial Officer Alim Dhanji 48 Chief Human Resources Officer John Henry 51 Chief Accounting Officer Miriam Murphy 56 President, Europe Dennis Polk 59 Chair, Hyve Solutions Reyna Thompson 56 President, North America David Vetter 66 Chief Legal Officer Patrick Zammit is our Chief Executive Officer .
We provide our vendors with access to large and highly fragmented markets such as small- and medium-sized businesses (“SMB”) and serve as a variable, cost effective route to market for our vendors by providing them with access to resellers and end-users. 4 Table of Contents Our primary OEM suppliers include Apple, Inc., Cisco Systems, Inc., Dell, Inc., Hewlett-Packard Enterprise Company, HP Inc., International Business Machines Corporation, Lenovo Group Ltd., Microsoft Corporation, and Samsung Electronics Co., Ltd.
We provide our vendors with access to large and highly fragmented markets such as small- and medium-sized businesses (“SMB”) and serve as a variable, cost effective route to market for our vendors by providing them with access to resellers and end-users.
The agreements are also generally short-term, subject to periodic renewal, and often contain provisions permitting termination by either our supplier or us without cause upon relatively short notice. Our vendor agreements generally do not restrict us from selling similar products manufactured by competitors, nor do they require us to sell a specified quantity of product.
Our vendor agreements generally do not restrict us from selling similar products manufactured by competitors, nor do they require us to sell a specified quantity of product.
We constantly seek to expand our business into areas primarily related to our core distribution as well as other support, logistics and related value-added services, both organically and through strategic acquisitions. Human Capital Resources As of November 30, 2024, we had over 23,000 full-time co-workers.
As we enter new business areas, we may encounter increased competition from our current competitors and/or new competitors. We constantly seek to expand our business into areas primarily related to our core distribution as well as other support, logistics and related value-added services, both organically and through strategic acquisitions.
We compete with a variety of regional, national and international IT product distributors and manufacturers. We compete against several distributors in the Americas market, including Arrow Electronics, Inc. (“Arrow”), Ingram Micro, Inc. and ScanSource, Inc. and regional distributors.
We compete with a variety of regional, national and international IT product distributors and manufacturers. We compete against several international distributors, including Ingram Micro Holding Corporation, Arrow Electronics, Inc. and Westcon-Comstor, as well as regional distributors including ScanSource, Inc., ALSO Holding, Esprinet, VSTECS Holdings Ltd. and Synnex Technology International Corp. (a separate and unrelated entity from the Company).
Polk was appointed as Executive Chair of the Board of Directors, and he served as Executive Chair until September 1, 2023. 11 Table of Contents David Vetter is our Chief Legal Officer. Mr. Vetter joined Tech Data in June 1993 as Vice President, General Counsel and was promoted to Corporate Vice President, General Counsel in April 2000.
Thompson holds a Master's degree in Public Policy from Regent University, and is a graduate of Clemson University. David Vetter is our Chief Legal Officer. Mr. Vetter joined Tech Data in June 1993 as Vice President, General Counsel and was promoted to Corporate Vice President, General Counsel in April 2000.
We provide logistics support to our reseller customers such as outsourced fulfillment, virtual distribution and direct ship to end-users. Other logistics support activities we provide include generation of customized shipping documents, multi-level serial number tracking for customized, configured products and online order and shipment tracking.
Other logistics support activities we provide include generation of customized shipping documents, multi-level serial number tracking for customized, configured products and online order and shipment tracking. We also offer full turn-key logistics solutions designed to address the needs of large volume or specialty logistics services.
We aim to increase representation of people who identify as women to 50% of our co-worker base and 40% of our leadership roles by 2030, in addition to increasing representation of underrepresented groups in 2025. 9 Table of Contents Pay Equity or Total Rewards We believe people should be paid for what they do and how they do it, regardless of their gender, race, or other personal characteristics.
Our refreshed values reflect a commitment to taking responsibility, supporting continuous learning and leading with integrity. 9 Table of Contents Pay Equity or Total Rewards We believe people should be paid for what they do and how they do it, regardless of their gender, race, or other personal characteristics.
Witt holds a Bachelor of Business Administration in Finance from Pacific Lutheran University and a Masters in Accounting from Seattle University and is a Certified Public Accountant. Dennis Polk has served as a member of our Board of Directors since February 2012 and as our Hyve Solutions Executive since September 2021. Mr.
Dennis Polk has served as a member of our Board of Directors since February 2012 and as our Chair, Hyve Solutions since September 2021. Mr. Polk joined TD SYNNEX in 2002 and served as President and Chief Executive Officer of TD SYNNEX from March 2018 to September 2021.
A difficult and challenging economic environment may also lead to consolidation or decline in the IT industries and increased price-based competition. Our Services and Solutions We offer a variety of business process services to our customers. These services can be purchased individually or in combination with others in the form of supply chain solutions and aftermarket product support.
A difficult and challenging economic environment may also lead to consolidation or decline in the IT industries and increased price-based competition. Our Services and Solutions Our service offerings include the following: Systems Design and Integration Solutions. We provide our customers with systems design and full rack integration solutions, build-to-order, and configure-to-order assembly capabilities.
We want to know what is working well, what we can do better and how well our co-workers understand and are practicing our cultural values. Training and Development Human capital development underpins our efforts to execute our strategy and continue to distribute, design, integrate and market innovative products and services.
We want to know what is working well, what we can do better and how well our co-workers understand and are practicing our cultural values. Training and Development Human capital development drives our strategy at TD SYNNEX. We invest in co-workers’ growth by offering diverse learning opportunities, including in-person, virtual, social, self-directed, mentoring, coaching and external programs.
Diversity, Equity and Inclusion We are committed to being unconditionally inclusive to capture the ideas and perspectives that fuel innovation and enable our workforce, customers, and communities to succeed in the digital age.
Fostering Connection We are committed to capturing the ideas and perspectives that fuel innovation and enable our workforce, customers, and communities to succeed in the digital age. We accomplish this through a focus on our global values: Together We… Dare to Go, Grow and Win, Own It and Do the Right Thing.
Certain of our co-workers in various countries outside of the United States are subject to laws providing representation rights to co-workers through workers' councils. We are committed to fostering a diverse and inclusive workplace that attracts and retains exceptional talent.
As a result, we use temporary or contract workers, who totaled approximately 6,000 as of November 30, 2025, on a full-time equivalent basis. Certain of our co-workers in various countries outside of the Unit ed States are subject to laws providing representation rights to co-workers through workers' councils.
The distribution industry has historically undergone, and continues to undergo, consolidation. We have participated in this consolidation and expect to continue to assess opportunities. As we enter new business areas, we may encounter increased competition from our current competitors and/or new competitors.
The distribution industry has historically undergone, and continues to undergo, consolidation. We have participated in this consolidation and expect to continue to assess opportunities. We also compete against companies who participate within the hyperscale computing infrastructure market including Jabil Inc., Celestica, Flex Ltd., Quanta Computer Inc. and Wiwynn Corporation.
We continually invest in our co-workers' career growth and provide co-workers with a wide range of development opportunities, including face-to-face, virtual, social and self-directed learning, mentoring, coaching, and external development. Health, Safety and Wellness The physical health, financial well-being, life balance and mental health of our co-workers is vital to our success.
Most notably, every people leader was invited to leverage a professional human coach as part of a new experiential learning journey aligned with our evolved servant leadership values. Health, Safety and Wellness The physical health, financial well-being, life balance and mental health of our co-workers is vital to our success.
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Our global strategy is to deliver higher value by focusing on the following strategic priorities: • Invest in strategic technologies such as hybrid cloud, security, data analytics, artificial intelligence ("AI"), hyperscale infrastructure and services. • Strengthen our end-to-end portfolio of products, services and solutions, including technology-as-a-service and recurring revenue models. • Transform our company digitally through greater automation and advanced analytics, which we believe will enhance the customer experience, broaden our customer base, increase sales and augment our presence in high-growth technologies. • Expand our global footprint and enhance the operational excellence of our businesses around the world.
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We are focusing on the following strategic imperatives in pursuit of our vision: • Unify our reach by expanding our portfolio in both mature and developing markets through our targeted go-to-market strategy. • Target new customers by leveraging our specialist go-to-market and trusted advisor approach to deliver tailored value propositions and personalized solutions that align closely with the unique business needs and priorities of each customer. • Expand our addressable market through our unique vendor value proposition, capitalizing on end-to-end capabilities to support business currently operated by vendors. • Diversify our offerings within our end-to-end portfolio of products, services and solutions, including providing design, manufacturing and supply chain services to hyperscale computing infrastructure customers. • Expand and attach our services capabilities to meet our customers’ evolving needs, also enabling us to engage earlier in the customer lifecycle, support more complex deployments, drive renewals and deepen our relationships with our customers.
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We have sophisticated pick, pack and ship operations, which allows us to efficiently receive shipments from our OEM suppliers and quickly fill orders for our reseller and retail customers. We generally stock or otherwise have access to the inventory of our OEM suppliers to satisfy the demands of our reseller and retail customers.
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We provide field services that are purposefully built to support today's increasingly complex technology environments. Backed by deep technical expertise, powerful infrastructure and a robust partner network, our pre-deployment, deployment and post-deployment services are specialized to support a wide array of OEM brands.
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We provide cloud-based solutions and services to our reseller customers to enable sales of and migration to technologies in a hosted environment to small and medium businesses.
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Our multi-platform-trained technicians are dispatched to customer sites to install and service products, helping ensure the success of their technology investments. Customer Management Services. Our customer management services are designed to support sales ecosystems, including operations and customer success, financing, engineering, business intelligence, and IT training.
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The competitive environment in Europe is more fragmented with market share spread among several regional and local competitors such as ALSO Holding and Esprinet, as well as international distributors such as Ingram Micro, Inc., Westcon-Comstor and Arrow.
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Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse Board of Directors, complemented by our diverse management team. The company invests in co-workers and communities, creating an equal opportunity to succeed.
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The competitive environment in APJ is fragmented with market share spread among international distributors such as Ingram Micro, Inc. and Westcon-Comstor as well as several regional distributors such as VSTECS Holdings Ltd. and Synnex Technology International Corp. (a separate entity from the Company). We also face competition from our OEM suppliers that sell directly to resellers, retailers and end-users.
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In fiscal year 2025, we established the role of Chief Learning and Belonging Officer. Our mission is to systematically build capability at TD SYNNEX, equipping co-workers to adapt their skills, tools and mindsets for the evolving workplace. In fiscal year 2025, we launched TD SYNNEX Learning Labs, prioritized high-growth skills and began our AI enablement transformation.
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We accomplish this through a focus on our core values of inclusion, integrity, collaboration, and excellence, and we strive to create an inclusive and welcoming environment where people can bring their authentic selves to work. Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse Board of Directors.
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Driving Sustainable Transformation As a leading IT distributor, we recognize that our unique position at the center of the global technology ecosystem connects us to more than 150,000 reseller customers with more than 2,500 best-in-class technology vendors. This enables us to identify opportunities for innovation, sustainable practices and positive outcomes up and down the value chain.
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Women represent 40% of our Board of Directors including our chair of the board, 28% of our leadership at the employee director level and above, and 43% of our total co-worker base. Additionally, 60% of our Board of Directors is ethnically diverse or gender diverse. We are committed to increasing diversity in our workforce.
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We utilize a robust Corporate Citizenship framework designed to deliver long-term value for our stakeholders. In fiscal year 2025 we continued to advance our goals of expanding the circular economy, embedding a culture of sustainability, sharing our sustainability insights and achieving net-zero greenhouse gas emissions (“GHGs”) in our global operations by 2045.
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As we move forward, we aim to improve our pay equity position across the globe through our compensation and benefits programs, as well as promotion practices, to ensure fairness for all co-workers. Each year we will assess our progress and make adjustments to improve our pay equity position.
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Zammit holds a Master's in Business Administration equivalent from Paris Business School ESLSCA. David Jordan is our Chief Financial Officer . Mr. Jordan previously served as our Senior Vice President, Chief Financial Officer, Americas from September 2021, as well as our head of Investor Relations from June 2024, until his appointment as our Chief Financial Officer effective October 2, 2025.
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In support of this, TD SYNNEX had previously committed to the Science Based Targets Initiative ("SBTi") Business Ambition Pledge with the goal to achieve net-zero greenhouse gas ("GHG") emissions by 2045. In support of that commitment, in fiscal year 2023, we submitted near-term and long-term emissions-reduction targets to SBTi for validation. SBTi approved these targets during fiscal year 2024.
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Prior to those roles he served in a variety of leadership roles across Finance and Corporate Strategy since joining Tech Data in 2014. Prior to joining Tech Data, he was employed by Ernst & Young as an auditor from 2012 to 2014. Mr. Jordan holds a Master's degree in Accounting from the University of Florida.
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We are committed to embedding a culture of sustainability across our organization, increasing our sustainability initiatives and supporting our customers and vendors. We engage in and continue to explore a range of sustainability projects that support our decarbonization journey such as renewables, energy conservation measures, environmental management systems and waste minimization projects.
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Alim Dhanji is our Chief Human Resources Officer, a role he has served since joining TD SYNNEX in June 2024, and our Executive Vice President, Corporate Affairs, a role he has served since August 2025. Prior to joining TD SYNNEX, Mr.
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We have a Corporate Citizenship Steering Committee in place to help drive our strategy around these efforts in addition to multiple working groups that focus on areas such as the Circular Economy and Sustainable Transportation & Logistics. Additional human capital and environmental information was included in our fiscal year 2023 Corporate Citizenship Report which is available on our website.
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Dhanji most recently served as Chief People Officer and Executive Vice President at Equinox Group from January 2023 to June 2024.
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Zammit holds a Masters in Business Administration equivalent from Paris Business School ESLSCA. Marshall Witt is our Chief Financial Officer and has served in this capacity since April 2013. Prior to joining TD SYNNEX, Mr. Witt was Senior Vice President of Finance and Controller with FedEx Freight, Inc., a freight services company.
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Before joining Equinox Group he was employed at adidas, where he served as President of adidas Canada from January 2021 through January 2023, and prior to that role he served as Senior Vice President, Global Talent and Head of HR for Global Brands for adidas since November 2019.
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During his fifteen year tenure with FedEx Corporation (NYSE: FDX), a multinational transportation, e-commerce and business services company, Mr. Witt held progressive financial and operational roles. Prior to FedEx Corporation, he held accounting and finance leadership positions including five years with KPMG LLP, a professional services firm, as an audit manager for banking and transportation clients. Mr.
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Prior to joining adidas he held a variety of roles, including at Citi and KPMG. Mr. Dhanji holds a Master's in Business Administration from Royal Roads University and completed the Advanced Management Program at Harvard Business School. 11 Table of Contents John Henry is our Chief Accounting Officer. Mr.
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Simon Leung is our Chief Business Officer. Prior to this role, Mr. Leung served as Senior Vice President, General Counsel and Corporate Secretary for TD SYNNEX from May 2001 until the Merger in September 2021. Mr. Leung joined TD SYNNEX in November 2000 as Corporate Counsel. Prior to TD SYNNEX, Mr.
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Miriam Murphy has served as our President, Europe since April 2024. Ms. Murphy returned to TD SYNNEX in April 2024, following a two-year tenure as Chief Executive Officer, Europe at NTT Ltd, a systems integrator and managed services provider. Prior to her role at NTT Ltd., Ms.
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Leung was an attorney at the law firm of Paul, Hastings, Janofsky & Walker LLP. Mr. Leung received a Bachelor of Arts degree from the University of California, Davis in International Relations and his Juris Doctor degree from the University of Minnesota Law School. John Henry is our Chief Accounting Officer. Mr.
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Murphy served for more than 20 years in senior Europe leadership roles since joining Avnet, Inc.'s Technology Solutions business in 1999, which was acquired by Tech Data in 2017. Ms. Murphy holds a Master's equivalent in Supply Chain Management and Competitive Strategy from INSEAD.
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Reyna Thompson has served as our President, North America since December 2024. Prior to her current role, Ms. Thompson held various positions in sales, vendor management and marketing since joining TD SYNNEX in 2002. Prior to joining TD SYNNEX, Ms. Thompson was employed as a Business Manager at Gates Arrow Electronics, Inc. Ms.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn November 2024, we were notified by a partner of one of our wholly owned subsidiaries that a different threat actor gained unauthorized access to the partner’s networks and systems which contained data and information of a few of our subsidiary’s customers. 23 Table of Contents In response to these threats, we engaged in remedial and preventative actions to remove the threat actor and prevent further unauthorized access to our network, analyzed the information that the threat actors accessed, enhanced our data security and governance program, added additional protective security layers and are cooperating with law enforcement authorities.
Biggest changeAdditionally, in November 2024, we were notified by a partner of one of our wholly owned subsidiaries that a different threat actor gained unauthorized access to the partner’s networks and systems which contained data and information of a few of our subsidiary’s customers.
We have security controls for our systems and other security practices in place to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, such as firewalls and anti-virus software, and we also provide information to our co-workers about the need to deploy security measures and the impact of doing so; however, notwithstanding our efforts to date, there are numerous sophisticated threat actors that are actively engaging in cyber-attacks that include our systems and there can be no assurance that such security measures will prevent additional improper access to our networks and systems, or access to or disclosure of, personally identifiable or proprietary information which could harm our business.
We have security controls for our systems and other security practices in place to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, such as firewalls and anti-virus software, and we also provide information to our co-workers and business partners about the need to deploy security measures and the impact of doing so; however, notwithstanding our efforts to date, there are numerous sophisticated threat actors that are actively engaging in cyber-attacks that include our systems and there can be no assurance that such security measures will prevent additional improper access to our networks and systems, or access to or disclosure of, personally identifiable or proprietary information which could harm our business.
In addition, the interest rate payable on our Senior Notes, our revolving and term loan credit agreement and certain other debt instruments is subject to adjustment from time to time if our credit rating is downgraded. Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
In addition, the interest rate payable on certain of our Senior Notes, our revolving and term loan credit agreement and certain other debt instruments is subject to adjustment from time to time if our credit rating is downgraded. Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
For example, as of November 30, 2024 , we had access to $3.5 billion in unused commitments under the TD SYNNEX Revolving Credit Facility (as defined in the Liquidity and Capital Resources section of Item 7 of this Report). If new debt is added to our current debt levels, the related risks that we now face could intensify.
For example, as of November 30, 2025 , we had access to $3.5 billion in unused commitments under the TD SYNNEX Revolving Credit Facility (as defined in the Liquidity and Capital Resources section of Item 7 of this Report). If new debt is added to our current debt levels, the related risks that we now face could intensify.
The results from various tax examinations and audits may differ from the liabilities recorded in our financial statements and could adversely affect our financial results and cash flows. Cyberattacks or the improper disclosure or control of personal information could result in liability and harm our reputation, which could adversely affect our business.
The results from various tax examinations and audits may differ from the liabilities recorded in our financial statements and could adversely affect our financial results and cash flows. Cyberattacks or the improper disclosure or control of confidential information could result in liability and harm our reputation, which could adversely affect our business.
We have historically experienced slightly higher sales in our first and fourth fiscal quarters due to patterns in the capital budgeting, federal government spending and purchasing cycles of our customers and end-users. These historical patterns may not be repeated in subsequent periods. You should not rely on period-to-period comparisons of our operating results as an indication of future performance.
We have historically experienced slightly higher sales in our fourth fiscal quarter due to patterns in the capital budgeting, federal government spending and purchasing cycles of our customers and end-users. These historical patterns may not be repeated in subsequent periods. You should not rely on period-to-period comparisons of our operating results as an indication of future performance.
Any significant interruption in service, whether resulting from any of the above uncertainties, natural disasters or otherwise, could result in delays in our inventory purchasing, errors in order fulfillment, reduced levels of customer service and other disruptions in operations, any of which could cause our business and operating results to suffer. 22 Table of Contents We may have higher than anticipated tax liabilities.
Any significant interruption in service, whether resulting from any of the above uncertainties, natural disasters or otherwise, could result in delays in our inventory purchasing, errors in order fulfillment, reduced levels of customer service and other disruptions in operations, any of which could cause our business and operating results to suffer. We may have higher than anticipated tax liabilities.
We completed an evaluation of the effectiveness of our internal control over financial reporting for fiscal year 2024, and we have an ongoing program to perform the system and process evaluation and testing necessary to continue to comply with these requirements.
We completed an evaluation of the effectiveness of our internal control over financial reporting for fiscal year 2025, and we have an ongoing program to perform the system and process evaluation and testing necessary to continue to comply with these requirements.
We compete for qualified senior management and technical personnel. The loss of, or inability to hire, key executives or qualified co-workers could inhibit our ability to operate and grow our business successfully. 17 Table of Contents We may experience theft of product from our warehouses, water damage to our properties and other casualty events which could harm our operating results.
We compete for qualified senior management and technical personnel. The loss of, or inability to hire, key executives or qualified co-workers could inhibit our ability to operate and grow our business successfully. We may experience theft of product from our warehouses, water damage to our properties and other casualty events which could harm our operating results.
Additionally, the implementation of these initiatives imposes additional costs on us. If our ESG initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain co-workers, and our attractiveness as an investment, business partner or acquirer could be negatively impacted.
Additionally, the implementation of these initiatives imposes additional costs on us. If our corporate citizenship initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain co-workers, and our attractiveness as an investment, business partner or acquirer could be negatively impacted.
Although the TD SYNNEX Credit Agreement (as defined in the Liquidity and Capital R esources section of Item 7 of this Report) contains restrictions on the incurrence of additional indebtedness by our subsidiaries, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
Although the TD SYNNEX Credit Agreement (as defined in the Liquidity and Capital Resources section of Item 7 of this Report) contains restrictions on the incurrence of additional indebtedness by our subsidiaries, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
These uncertainties make it difficult for us and our suppliers and customers to accurately plan future business activities. 24 Table of Contents The widespread outbreak of an illness or any other communicable disease, or any other public health crisis, could adversely affect our business, results of operations and financial condition.
These uncertainties make it difficult for us and our suppliers and customers to accurately plan future business activities. The widespread outbreak of an illness or any other communicable disease, or any other public health crisis, could adversely affect our business, results of operations and financial condition.
Our failure to achieve these additional economies of scale or to respond to changes in the IT industry could adversely affect our business and operating results. Risks Related to the Macro-Economic and Regulatory Environment Changes in foreign currency exchange rates and limitations on the convertibility of foreign currencies could adversely affect our business and operating results.
Our failure to achieve these additional economies of scale or to respond to changes in the IT industry could adversely affect our business and operating results. 21 Table of Contents Risks Related to the Macro-Economic and Regulatory Environment Changes in foreign currency exchange rates and limitations on the convertibility of foreign currencies could adversely affect our business and operating results.
Our business also involves the use, storage and transmission of information about our co-workers, and customers. If any person, including any of our co-workers, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines or criminal prosecution.
Our business also involves the use, storage and transmission of information about our co-workers, and customers. If any person, including any of our co-workers, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines or other regulatory or criminal consequences.
Approximately 47%, 47% and 45% of our revenues in fiscal years 2024, 2023 and 2022, respectively, were generated outside the United States. Most of our international revenue, cost of revenue and operating expenses are denominated in foreign currencies. We presently have currency exposure arising from both sales and purchases denominated in foreign currencies.
Approximately 48%, 47% and 47% of our revenues in fiscal years 2025, 2024 and 2023, respectively, were generated outside the United States. Most of our international revenue, cost of revenue and operating expenses are denominated in foreign currencies. We presently have currency exposure arising from both sales and purchases denominated in foreign currencies.
One customer accounted for 12%, 11% and 10% of our total revenue in fiscal years 2024, 2023 and 2022, respectively. The loss of one of our significant customers could result in an adverse impact on our business.
One customer accounted for 11%, 12% and 11% of our total revenue in fiscal years 2025, 2024 and 2023, respectively. The loss of one of our significant customers could result in an adverse impact on our business.
Softening demand for our products and services caused by economic downturns and over-capacity may impact our revenue, as well as the salability of inventory and collection of reseller and retail customer accounts receivable.
Softening demand for our products and services caused by economic downturns and over-capacity may impact our revenue, as well as the salability of inventory and collection of reseller and 20 Table of Contents retail customer accounts receivable.
We could also face legal, reputational and financial risks if we fail to protect customer and internal data from security breaches or cyberattacks. Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services.
We could also face legal, regulatory, reputational and financial risks if we fail to protect customer and internal data from security breaches or cyberattacks. 24 Table of Contents Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services.
If we cannot make scheduled payments on our debt, we will be in default and, as a result: • our lenders could declare all outstanding principal and interest to be due and payable; • the lenders under our credit agreements could terminate their commitments to loan us money and, in the case of any secured credit arrangements, foreclose against the assets securing their borrowings; • we could be forced to raise additional capital through the issuance of additional, potentially dilutive securities; and • we could be forced into bankruptcy or liquidation, which is likely to result in delays in the payment of our indebtedness and in the exercise of enforcement remedies related to our indebtedness. 19 Table of Contents Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt.
If we cannot make scheduled payments on our debt, we will be in default and, as a result: • our lenders could declare all outstanding principal and interest to be due and payable; • the lenders under our credit agreements could terminate their commitments to loan us money and, in the case of any secured credit arrangements, foreclose against the assets securing their borrowings; • we could be forced to raise additional capital through the issuance of additional, potentially dilutive securities; and • we could be forced into bankruptcy or liquidation, which is likely to result in delays in the payment of our indebtedness and in the exercise of enforcement remedies related to our indebtedness.
We have significant international operations and presence which subjects us to risks, including: • political or economic instability; • extensive governmental regulation; • changes in import/export duties; • fluctuation in foreign currency exchange rates; • trade restrictions; • compliance with the Foreign Corrupt Practices Act ("FCPA"), U.K. bribery laws and similar laws; • difficulties and costs of staffing and managing operations in certain foreign countries; • work stoppages or other changes in labor conditions; • minimum wage increases; • difficulties in collecting accounts receivable on a timely basis or at all; • taxes; and • seasonal reductions in business activity in some parts of the world.
We have significant international operations and presence which subjects us to risks, including: • political or economic instability; • extensive governmental regulation; • changes in import/export duties; • fluctuation in foreign currency exchange rates; • trade restrictions, including tariff uncertainty; • compliance with the Foreign Corrupt Practices Act ("FCPA"), U.K. bribery laws and similar laws; • difficulties and costs of staffing and managing operations in certain foreign countries; • work stoppages or other changes in labor conditions; • minimum wage increases; • difficulties in collecting accounts receivable on a timely basis or at all; • taxes; and • seasonal reductions in business activity in some parts of the world. 25 Table of Contents We may continue to expand internationally to respond to competitive pressure and customer and market requirements.
If any infringement claim is successful against us and if indemnification is not available or sufficient, we may be required to pay substantial damages or we may need to seek and obtain a license of the other party’s intellectual property rights. We may be unable to obtain such a license on commercially reasonable terms, if at all.
If any infringement claim is successful against us and if indemnification is not available or sufficient, we may be required to pay substantial damages or we may need to seek and obtain a license of the other party’s intellectual property rights.
As of November 30, 2024 , we had $3.9 billion in outstanding short and long-term borrowings under term loans, our Senior Notes (as defined in Note 1 0 - Borrowings to the Consolidated Financial Statements in Item 8), lines of credit and our accounts receivable securitization program, excluding trade payables.
As of November 30, 2025 , we had $4.6 billion in outstanding short and long-term borrowings under term loans, our Senior Notes (as defined in Note 10 - Borrowings to the Consolidated Financial Statements in Item 8), lines of credit and our accounts receivable securitization program, excluding trade payables.
We also rely on the Internet, and in particular EDI and XML, for a large portion of our orders and information exchanges with our OEM suppliers and reseller and retail customers. The Internet and individual websites have experienced a number of disruptions, slowdowns and security breakdowns, some of which were caused by organized attacks.
We also rely on the Internet, including EDI, XML, API, and web-based communication links and mobile platform applications, for a large portion of our orders and information exchanges with our OEM suppliers and reseller and retail customers. The Internet and individual websites have experienced a number of disruptions, slowdowns and security breakdowns, some of which were caused by organized attacks.
Our operations in China are subject to a number of risks relating to China’s economic and political systems, including: • a government controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi; • extensive government regulation; • changing governmental policies relating to tax benefits available to foreign-owned businesses; • the telecommunications infrastructure; • a relatively uncertain legal system; and • uncertainties related to continued economic and social reform.
Our operations in China subject us to a number of risks relating to China’s economic and political systems and other matters, including: • a government controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi; • extensive government regulation; • changing governmental policies, including those relating to tax benefits available to foreign-owned businesses; • the telecommunications infrastructure; • a relatively uncertain legal system; • uncertainties related to continued economic and social reform; and • limited visibility or predictability, if any, with respect to the foregoing.
This could further exacerbate the risks to our financial condition. We and our subsidiaries may be able to incur significant additional indebtedness in the future.
Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition. We and our subsidiaries may be able to incur significant additional indebtedness in the future.
We may be unable to successfully respond to and manage our business in light of industry developments and trends. As end-users migrate to cloud-based IT infrastructure and technology-as-a-service, sales of hardware products may be reduced, thereby negatively impacting our operating results. Also crucial to our success in managing our operations is our ability to achieve additional economies of scale.
We may be unable to successfully respond to and manage our business in light of industry developments and trends. As end-users migrate to AI-enabled offerings, cloud-based IT infrastructure and technology-as-a-service, sales of hardware products may be reduced, thereby negatively impacting our operating results.
In the event that our management or independent registered public accounting firm determines that there is a material weakness in our internal control over financial reporting, investor perceptions and our reputation may be adversely affected, and the market price of our stock could decline.
In the event that our management or independent registered public accounting firm determines that there is a material weakness in our internal control over financial reporting, investor perceptions and our reputation may be adversely affected, and the market price of our stock could decline. 26 Table of Contents Changes to financial accounting standards may affect our results of operations and cause us to change our business practices.
For example, in many countries, revenue in the local currency substantially offsets the local currency denominated operating expenses. The translation of the financial statements of foreign operations into U.S. dollars is also impacted by fluctuations in foreign currency exchange rates, which may positively or negatively impact our results of operations.
The translation of the financial statements of foreign operations into U.S. dollars is also impacted by fluctuations in foreign currency exchange rates, which may positively or negatively impact our results of operations.
Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including: • changes in income before taxes in various jurisdictions in which we operate that have differing statutory tax rates; • changing tax laws, regulations, and/or interpretations of such tax laws in multiple jurisdictions; • effect of tax rate on accounting for acquisitions and dispositions; • issues arising from tax audit or examinations and any related interest or penalties; and • uncertainty in obtaining tax holiday extensions or expiration or loss of tax holidays in various jurisdictions.
Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including: • changes in income before taxes in various jurisdictions in which we operate that have differing statutory tax rates; • changing tax laws, regulations, and/or interpretations of such tax laws in multiple jurisdictions; • effect of tax rate on accounting for acquisitions and dispositions; • issues arising from tax audit or examinations and any related interest or penalties; and • uncertainty in obtaining tax holiday extensions or expiration or loss of tax holidays in various jurisdictions. 23 Table of Contents 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.
Due to these new rules, our income tax expense could be unfavorably impacted as the legislation becomes effective in countries in which we conduct business. We will continue to monitor the legislation and implementation by individual countries.
Due to these new rules, our income tax expense could be unfavorably impacted as the legislation becomes effective in countries in which we conduct business. We will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
For example, in the past, several foreign currencies in which we transact business depreciated against the U.S. dollar, including the euro and the Japanese yen, which adversely affected the results of operations of our Europe and APJ segments in the applicable periods.
For example, in the past, several foreign currencies in which we transact business depreciated against the U.S. dollar, including the euro, Canadian dollar and Japanese yen, which adversely affected our results of operations in the applicable periods. In addition, the value of our equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates.
We may continue to expand internationally to respond to competitive pressure and customer and market requirements. Establishing operations in any foreign country or region presents risks such as those described above as well as risks specific to the particular country or region.
Establishing operations in any foreign country or region presents risks such as those described above as well as risks specific to the particular country or region.
Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital. We have established corporate social responsibility programs aligned with sound environmental, social and governance principles.
Unfavorable corporate citizenship ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital. We have established corporate social responsibility programs aligned with sound principles relating to sustainability, fostering connections and leading with integrity.
We are from time to time involved in other litigation in the ordinary course of business which has and may include claims with respect to antitrust, mergers and acquisitions and other matters.
We may be unable to obtain such a license on commercially reasonable terms, if at all. 18 Table of Contents We are from time to time involved in other litigation in the ordinary course of business which has and may include claims with respect to antitrust, mergers and acquisitions and other matters.
Any actions by countries in which we conduct business to reverse policies that encourage foreign trade or investment could adversely affect our business.
Any actions by countries in which we conduct business to reverse policies that encourage foreign trade or investment could adversely affect our business. If we fail to realize the anticipated growth of our future international operations, our business and operating results could suffer.
An increase in freight or shipping charges, the termination of our arrangements with one or more of these independent shipping companies, the failure or inability of one or more of these independent shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have an adverse effect on our business and operating results.
An increase in freight or shipping charges, the termination of our arrangements with one or more of these independent shipping companies, the failure or inability of one or more of these independent shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have an adverse effect on our business and operating results. 22 Table of Contents Because a significant portion of our IT systems support and software development activities are located in China, risks associated with economic, political and social events in China could negatively affect our business and operating results.
For example, sales of Apple Inc. products and services comprised approximately 12%, 11% , and 11% of our total revenue for fiscal years 2024, 2023, and 2022, respectively, and sales of HP Inc. products and services comprised approximately 10% of our total revenue for fiscal year 2022.
Our future success is highly dependent on our relationships with a small number of OEM suppliers. For example, sales of Apple Inc. products and services comprised approximately 12%, 12% , and 11% of our total revenue for fiscal years 2025, 2024, and 2023, respectively and sales from HP, Inc. comprised approximately 10% of our total revenue for fiscal year 2025.
Hedging foreign currencies can be risky. Certain of these hedge positions are undesignated hedges of balance sheet exposures, such as intercompany loans, and typically have maturities of less than one year.
Hedging foreign currencies can be risky. Certain of these hedge positions are undesignated hedges of balance sheet exposures, such as intercompany loans, and typically have maturities of less than one year. While we maintain policies to protect against fluctuations in currency exchange rates, extreme fluctuations may result in our incurring losses in some countries.
We may lose market share in the United States or in international markets, or may be forced in the future to reduce our prices in response to the actions of our competitors and thereby experience a reduction in our gross margins. 20 Table of Contents We may initiate other business activities, including the broadening of our supply chain capabilities, and may face competition from companies with more experience in those new areas.
We may lose market share in the United States or in international markets, or may be forced in the future to reduce our prices in response to the actions of our competitors and thereby experience a reduction in our gross margins.
We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of changes in foreign exchange rates. As a general rule, we do not use financial instruments to hedge local currency denominated operating expenses in countries where a natural hedge exists.
We cannot predict the impact of future exchange rate fluctuations on our business and operating results. We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of changes in foreign exchange rates.
If our cash flows and capital resources are insufficient to fund our debt service obligations we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness.
We cannot be certain that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. 19 Table of Contents If our cash flows and capital resources are insufficient to fund our debt service obligations we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness.
We currently have a disaster recovery plan and carry property damage and business interruption insurance; however, they may not be sufficient to compensate for losses that may occur. 18 Table of Contents Risks Related to our Indebtedness The terms of our debt arrangements impose restrictions on our ability to operate which in turn could negatively affect our ability to respond to business and market conditions and therefore could have an adverse effect on our business and operating results.
Risks Related to our Indebtedness The terms of our debt arrangements impose restrictions on our ability to operate which in turn could negatively affect our ability to respond to business and market conditions and therefore could have an adverse effect on our business and operating results.
Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.
A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.
Some currencies, such as the Chinese Renminbi are subject to limitations on conversion into other currencies, which can limit our ability to hedge or to otherwise react to rapid foreign currency devaluations. We cannot predict the impact of future exchange rate fluctuations on our business and operating results.
There is also additional risk if the currency is not freely or actively traded. Some currencies, such as the Chinese Renminbi are subject to limitations on conversion into other currencies, which can limit our ability to hedge or to otherwise react to rapid foreign currency devaluations.
These accounting principles are subject to interpretation by the Financial Accounting Standards Board, American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced.
We prepare our financial statements to conform to generally accepted accounting principles in the United States (“GAAP”). These accounting principles are subject to interpretation by the Financial Accounting Standards Board, American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies.
Worldwide economic conditions remain uncertain due to the persistence of inflation, elevated interest rates, market volatility as a result of political leadership in certain countries, including due to Russia's invasion of Ukraine, the conflicts involving Israel and the surrounding region and other disruptions to global and regional economies and markets.
Worldwide economic conditions remain uncertain due to the persistence of inflation, elevated interest rates, market volatility and adverse affects on product demand connected to geopolitical developments including tariff uncertainty, and other disruptions to global and regional economies and markets.
Additionally, such attacks could compromise our, or our customers' or vendors', intellectual property or confidential information or result in fraud or other financial loss. For example, in July 2021, we announced publicly that a threat actor had gained access to our systems. That incident did not have a material impact to the business.
Additionally, such attacks could compromise our, or our customers' or vendors', intellectual property or confidential information or result in fraud or other financial loss.
Companies are facing increasing attention from investors, customers, partners, consumers and other stakeholders relating to ESG matters, including environmental stewardship, social responsibility, diversity and inclusion, racial justice and workplace conduct. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to corporate citizenship matters. Such ratings are used by some investors to inform their investment and voting decisions.
A significant increase in our IT costs or a temporary or permanent loss of our IT systems could harm our relationships with our customers. The occurrence of any of these events could have an adverse effect on our operations and financial results.
The occurrence of any of these events could have an adverse effect on our operations and financial results. 17 Table of Contents Issues related to the development and use of AI could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.
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Our future success is highly dependent on our relationships with a small number of OEM suppliers.
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Additionally, technologies used in or integrated into our operations, such as AI, automation and cloud-based services, may change how our existing business processes are conducted and could adversely affect our operations. A significant increase in our IT costs or a temporary or permanent loss of our IT systems could harm our relationships with our customers.
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We cannot be certain that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.
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We currently incorporate AI technology in certain offerings and in our business operations. AI systems are complex, rapidly changing, and may not operate as intended.
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While we maintain policies to protect against fluctuations in currency exchange rates, extreme fluctuations may result in our incurring losses in some countries. 21 Table of Contents There is also additional risk if the currency is not freely or actively traded.
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Use of AI could lead to unintended consequences, including exposing us to additional risks related to cybersecurity, privacy and data security, such as the risk of increased vulnerability to cybersecurity threats and exposure, impacts to the stability of our operations, the inadvertent disclosure, misuse, or corruption of intellectual property, confidential, personal, or competitively sensitive information that could affect our reputation.
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In addition, the value of our equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates.
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AI algorithms and datasets may also contain errors or biases or produce unexpected or unintended outcomes. Our efforts to expand AI capabilities within our products and internal functions involve risks, costs and operational challenges.
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Because we conduct substantial operations in China, risks associated with economic, political and social events in China could negatively affect our business and operating results. A substantial portion of our IT systems operations, including a substantial portion of our IT systems support and software development operations, are located in China.
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Although we aim to design, develop, and deploy AI responsibly and to identify and mitigate associated ethical, legal and technical risks, we may not detect or resolve issues before they occur. AI technologies are complex and rapidly evolving, we face significant competition in the market and from other companies regarding such technologies.
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In addition, we also conduct general and administrative activities from our facilities in China.
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Further, the legal and regulatory landscape for AI is rapidly evolving and uncertain, and requirements may differ across jurisdictions. Compliance with new or existing AI-related laws, regulations, or government guidance—including emerging frameworks such as those in the European Union—may impose significant costs, restrict our ability to integrate certain AI capabilities, or expose us to liability.
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Many jurisdictions have enacted legislation and adopted policies resulting from the Organization for Economic Co-operation and Development’s (“OECD”) Anti-Base Erosion and Profit Shifting project, which generally grants additional taxing rights over profits earned by multinational enterprises to the countries in which their products are sold and services rendered.
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Failures, deficiencies, or misuse of AI technologies could result in regulatory inquiries or actions, litigation or reputational damage, any of which could materially harm our business.
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Rules adopted in response to this project establish a global per-country minimum tax of 15%, and the European Union has approved a directive requiring members to adopt similar provisions into their respective domestic laws. The directive requires the rules to initially become effective for fiscal years starting on or after December 31, 2023 (fiscal year 2025 for the Company).
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We currently have a disaster recovery plan and carry property damage and business interruption insurance; however, they may not be sufficient to compensate for losses that may occur.
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Numerous countries have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of these rules effective January 1, 2024, with general implementation of the remaining global minimum tax rules effective January 1, 2025. The OECD and implementing countries are expected to continue to make further revisions to their legislation and release additional guidance.
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We may initiate other business activities, including the broadening of our supply chain capabilities, and may face competition from companies with more experience in those new areas.
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In July 2022 and September 2023, we became aware that a sophisticated threat actor gained access to a portion of our networks and systems. After conducting a thorough review of those attacks with a leading third-party cybersecurity firm, we determined that those attacks did not have a material impact on us.
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Also crucial to our success in managing our operations is our ability to achieve additional economies of scale.
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Evidence indicates that the threat actor responsible for these incidents is related to, or the same as, the threat actor that previously gained unauthorized access to our systems in July 2021.
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As a general rule, we do not use financial instruments to hedge local currency denominated operating expenses in countries where a natural hedge exists. For example, in many countries, revenue in the local currency substantially offsets the local currency denominated operating expenses.
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If we fail to realize the anticipated growth of our future international operations, our business and operating results could suffer. 25 Table of Contents Increasing attention on environmental, social and governance ("ESG") matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.
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Our IT systems are an important part of our global operations. A significant portion of our IT systems support and software development activities are located in China. We rely on our China-based IT operations and personnel in ongoing software development, maintenance and customer-specific customization work. We also conduct general and administrative activities from our facilities in China.
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Changes to financial accounting standards may affect our results of operations and cause us to change our business practices. We prepare our financial statements to conform to generally accepted accounting principles in the United States (“GAAP”).
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In addition, our operations in China may be impacted by geopolitical tensions or global policy changes regarding China, including between the United States and China. Geopolitical tensions, including with respect to trade disputes or barriers, tariffs, sanctions, import/export restrictions, investment restrictions, or other governmental actions could materially and negatively impact our China-based operations and our access to our China-based personnel.
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Further, China’s cybersecurity, data security, data and technology transfer, and similar laws and regulations may restrict or impose constraints on our China-based operations.
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Any deterioration of relations between China and the United States, or the perception that relations may deteriorate, could result in a range of adverse governmental actions, including: • heightened regulatory scrutiny or retaliatory actions directed at U.S. companies doing business in China; • limitations on our ability to access or use China-based suppliers, facilities, data, or personnel; • disruptions to logistics, supply chains, financial transactions, or our ability to repatriate funds from China.
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Any disruption to our China-based operations, or restrictions on, or loss of access to, our China-based personnel or systems, could negatively impact our ability to maintain, update, or repair our IT systems and infrastructure, including any customer-specific customization work.
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Further, any significant interruption in our China-based operations and service generally, whether resulting from the risks described above or otherwise, could result in delays in our inventory purchasing, errors in order fulfillment, reduced levels of customer service, and other disruptions in operations, any of which could cause our business and operating results to suffer, including materially.
Added
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 us) and further rules becoming effective beginning in 2025 (fiscal year 2026 for us).

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Board of Directors is responsible for overseeing our enterprise risk management process, including our information security program, compliance and risk management and cybersecurity risks.
Biggest changeThis team is overseen by a Chief Information Security Officer (“CISO”), who reports to our Chief Information Officer (“CIO”) and works with our Chief Legal Officer and other members of management. The Board of Directors is responsible for overseeing our enterprise risk management process, including our information security program, compliance and risk management and cybersecurity risks.
This reporting includes updates on our information security strategy, key cyber risks and threats, progress towards protecting the Company from such risks and threats, and assessments of our cybersecurity program with regard to emerging trends.
This reporting includes updates on our information security strategy, key cyber risks and threats, efforts at protecting the Company from such risks and threats, and assessments of our cybersecurity program with regard to emerging trends.
For more information regarding risks relating to information technology and cybersecurity, see “ Item 1A. Risk Factors.” Governance We have a team of information security professionals who lead our enterprise-wide cybersecurity strategy, risk management, cyber defense, software security, security monitoring and other related functions.
For more information regarding risks relating to information technology and cybersecurity, see “ Item 1A. Risk Factors.” Governance We have a team of information security professionals with expertise in the fields of cybersecurity and intelligence who lead our enterprise-wide cybersecurity strategy, risk management, cyber defense, software security, security monitoring and other related functions.
The CISO regularly provides reporting on cybersecurity matters to senior management and reports to the Board of Directors on at least a semi-annual basis and, going forward, to the newly formed Technology Committee of the Board of Directors on at least a quarterly basis.
The CISO and CIO regularly provides reporting on cybersecurity matters to senior management and reports to the Board of Directors on at least a semi-annual basis and to the Technology Committee of the Board of Directors on at least a quarterly basis.
With respect to cybersecurity, the committee's role may include assisting the Board of Directors in evaluating management’s role in preparing, presenting and assessing our IT systems, reviewing our cyber risks and strategies as well as any significant incidents, and providing guidance regarding the Company’s cybersecurity compliance obligations.
With respect to cybersecurity, the committee's role includes assisting the Board of Directors in evaluating management’s role in designing, implementing and assessing our IT systems, reviewing our cyber risks and strategies as well as any significant incidents, and providing guidance regarding the Company’s cybersecurity compliance obligations. 28 Table of Contents
Depending on the magnitude of a cybersecurity incident, certain matters are required to be reported promptly to the Board of Directors, as appropriate, in accordance with our security incident response plan. 27 Table of Contents The Board of Directors is in the process of creating a Technology Committee to have an oversight role regarding technology-based issues, including in relation to cybersecurity and generative artificial intelligence.
Depending on the magnitude of a cybersecurity incident, certain matters are required to be reported promptly to the Board of Directors, as appropriate, in accordance with our security incident response plan. The Board of Directors' Technology Committee has an oversight role regarding technology-based risks and issues, including in relation to cybersecurity and other developing technologies, like generative AI.
Removed
This team is overseen by our Chief Information Security Officer (“CISO”), who reports to our Chief Information Officer (“CIO”) and works with our Chief Legal Officer.
Removed
Our CISO has over 30 years of experience in the fields of cybersecurity and intelligence with the Department of Defense, the defense contracting community and with publicly traded companies, and holds various technical credentials in the field, including a CIO Program Certificate from the College of Information and Cyberspace, National Defense University, and maintains a Certified Information System Security Professional ("CISSP") designation as well as a Certified Information Privacy Professional ("CIPP") designation.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own approximately 2.7 million square feet of property and lease the remainder. Our facilities are located in the following principal markets: the Americas – 54, Europe – 66 and APJ – 38. We have sublet unused portions of some of our facilities. We believe our facilities are well maintained and adequate for current and near future operating needs.
Biggest changeWe own approximately 2.7 million square feet of property and lease the remainder. Our facilities are located in the following principal markets: the Americas – 62, Europe – 63 and APJ – 43. We have sublet unused portions of some of our facilities. We believe our facilities are well maintained and adequate for current and near future operating needs.
Item 2. Properties Our principal executive offices are located in Fremont, California and Clearwater, Florida. We own our Fremont property, while the Clearwater location is currently leased. We operate distribution, integration, contact center and administrative facilities in different countries. We occupy 158 facilities covering approximately 14.9 million square feet, including warehouse, logistics and administrative facilities.
Item 2. Properties Our principal executive offices are located in Fremont, California and Clearwater, Florida. We own our Fremont property, while the Clearwater location is currently leased. We operate distribution, integration, contact center and administrative facilities in different countries. We occupy 168 facilities covering approximately 15.2 million square feet, including warehouse, logistics and administrative facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeA 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.
Biggest changeWe continue to contest the arguments of the Competition Authority and have 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.
An appeal to the ruling has since been made by eBizcuss, and while we continue to evaluate this matter, based on the favorable ruling from the Paris Commercial Court, we believe the likelihood of a material loss related to the eBizcuss lawsuit is remote. Item 4. Mine Safety Disclosures Not applicable. 28 Table of Contents PART II
An appeal to the ruling has since been made by eBizcuss, and while we continue to evaluate this matter, based on the favorable ruling from the Paris Commercial Court, we believe the likelihood of a material loss related to the eBizcuss lawsuit is remote. Item 4. Mine Safety Disclosures Not applicable. 29 Table of Contents PART II
Removed
We decreased our accrual established for this matter by $10.8 million during fiscal year 2022 which was recorded in "Other expense, net" in the Consolidated Statement of Operations. We continue to contest the arguments of the Competition Authority and have further appealed this matter.
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended November 30, 2024: Issuer Purchases of Equity Securities (amounts in thousands except per share amounts) Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or program Maximum dollar value of shares that may yet be purchased under the plans or program September 1 - September 30, 2024 — $ — — $ 1,886,009 October 1 - October 31, 2024 579 120.80 579 1,816,010 November 1 - November 30, 2024 267 120.09 267 1,784,010 Total 846 $ 120.58 846 _________________________ (1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions.
Biggest changeThe following table presents information with respect to purchases of common stock by the Company under the March 2024 share repurchase program during the quarter ended November 30, 2025: Issuer Purchases of Equity Securities (amounts in thousands except per share amounts) Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or program Maximum dollar value of shares that may yet be purchased under the plans or program September 1 - September 30, 2025 206 $ 151.01 206 $ 1,329,874 October 1 - October 31, 2025 358 155.63 358 1,274,107 November 1 - November 30, 2025 567 151.81 567 1,187,958 Total 1,131 $ 152.87 1,131 _________________________ (1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions.
In March 2024, our Board of Directors authorized a new $2.0 billion share repurchase program. supplementing the $196.7 million remaining authorization under the prior program (collectively, the "share repurchase program"), pursuant to which we may repurchase our 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 "Exchange Act").
In March 2024, our 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 we may repurchase our 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 "Exchange Act").
Stock Price Performance Graph The stock price performance graph below, which assumes a $100 investment on November 30, 2019, compares our cumulative total stockholder return, the S&P Midcap 400 Index and Computer and Peripheral Equipment index for the period beginning November 30, 2019 through November 30, 2024.
Stock Price Performance Graph The stock price performance graph below, which assumes a $100 investment on November 30, 2020, compares our cumulative total stockholder return, the S&P Midcap 400 Index and Computer and Peripheral Equipment index for the period beginning November 30, 2020 through November 30, 2025.
The March 2024 share repurchase authorization does not have an expiration date.
The March 2024 share repurchase program does not have an expiration date.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock, par value $0.001, is traded on the New York Stock Exchange, or NYSE, under the symbol “SNX.” As of January 15, 2025, our common stock was held by approximately 2,250 stockholders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock, par value $0.001, is traded on the New York Stock Exchange, or NYSE, under the symbol “SNX.” As of January 14, 2026, our common stock was held by approximately 3,089 stockholders of record.
Dividends declared per share by fiscal quarter in 2024 and 2023 were as follows: Fiscal Years Ended November 30, 2024 2023 First Quarter $ 0.400 $ 0.350 Second Quarter $ 0.400 $ 0.350 Third Quarter $ 0.400 $ 0.350 Fourth Quarter $ 0.400 $ 0.350 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 declared per share by fiscal quarter in 2025 and 2024 were as follows: Fiscal Years Ended November 30, 2025 2024 First Quarter $ 0.440 $ 0.400 Second Quarter $ 0.440 $ 0.400 Third Quarter $ 0.440 $ 0.400 Fourth Quarter $ 0.440 $ 0.400 On January 8, 2026, the Company announced a cash dividend of $0.48 per share to stockholders of record as of January 16, 2026, payable on January 30, 2026.
The Computer and Peripheral Equipment index is based on the Standard Industrial Classification Code 5045—Wholesale Computer and Computer Peripheral Equipment and Software. The closing price per share of our common stock was $118.99 on November 30, 2024.
The Computer and Peripheral Equipment index is based on the Standard Industrial Classification Code 5045—Wholesale Computer and Computer Peripheral Equipment and Software. The closing price per share of our common stock was $152.48 on November 28, 2025, the last trading day of the fiscal year ended November 30, 2025.
Fiscal Years Ended 11/30/2019 11/30/2020 11/30/2021 11/30/2022 11/30/2023 11/30/2024 TD SYNNEX Corporation $ 100.00 $ 130.90 $ 174.68 $ 174.92 $ 171.06 $ 209.28 S&P Midcap 400 Index $ 100.00 $ 109.70 $ 138.74 $ 134.18 $ 135.74 $ 181.03 Computers and Peripheral Equipment $ 100.00 $ 167.49 $ 181.29 $ 143.22 $ 144.09 $ 156.25 29 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans Information regarding the Securities Authorized for Issuance under Equity Compensation Plans can be found under Item 12 of this Report.
Fiscal Years Ended 11/30/2020 11/30/2021 11/30/2022 11/30/2023 11/30/2024 11/30/2025 TD SYNNEX Corporation $ 100.00 $ 133.45 $ 133.63 $ 130.68 $ 159.88 $ 207.61 S&P Midcap 400 Index $ 100.00 $ 126.47 $ 122.32 $ 123.74 $ 165.03 $ 164.65 Computers and Peripheral Equipment $ 100.00 $ 108.24 $ 85.51 $ 86.03 $ 93.29 $ 113.58 30 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans Information regarding the Securities Authorized for Issuance under Equity Compensation Plans can be found under Item 12 of this Report.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeEurope non-GAAP operating margin was relatively flat during the fiscal year ended November 30, 2024, compared to the prior fiscal year. 38 Table of Contents Fiscal Years Ended November 30, Percent Change 2024 2023 2024 vs. 2023 Operating Income and Operating Margin - APJ (in thousands) Revenue $ 4,026,432 $ 3,559,260 Operating income $ 112,750 $ 104,950 7.4 % Acquisition, integration and restructuring costs 1,238 3,299 Amortization of intangibles 2,877 2,488 Share-based compensation 3,776 2,063 Non-GAAP operating income $ 120,641 $ 112,800 7.0 % Operating margin 2.80 % 2.95 % Non-GAAP operating margin 3.00 % 3.17 % APJ operating income and non-GAAP operating income increased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to the increase in revenue, partially offset by higher personnel costs.
Biggest changeFiscal Years Ended November 30, Percent Change 2025 2024 2025 vs. 2024 Operating Income and Operating Margin - Europe (in thousands) Revenue $ 21,694,750 $ 19,634,156 Operating income $ 299,815 $ 263,913 13.6 % Acquisition, integration and restructuring costs 2,112 16,831 Amortization of intangibles 128,754 123,567 Share-based compensation 19,056 20,318 Non-GAAP operating income $ 449,737 $ 424,629 5.9 % Operating margin 1.38 % 1.34 % Non-GAAP operating margin 2.07 % 2.16 % Europe Fiscal Year 2025 versus 2024 • Operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios along with a decrease in acquisition, integration and restructuring costs, partially offset by higher personnel costs. • Operating margin increased primarily due to lower acquisition, integration and restructuring costs, partially offset by a slight decline in gross margin. • Non-GAAP operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by higher personnel costs. • Non-GAAP operating margin decreased primarily due to a slight decline in gross margin. 39 Table of Contents Fiscal Years Ended November 30, Percent Change 2025 2024 2025 vs. 2024 Operating Income and Operating Margin - APJ (in thousands) Revenue $ 4,636,816 $ 4,026,432 Operating income $ 109,710 $ 112,750 (2.7) % Acquisition, integration and restructuring costs 746 1,238 Amortization of intangibles 3,337 2,877 Share-based compensation 3,927 3,776 Non-GAAP operating income $ 117,720 $ 120,641 (2.4) % Operating margin 2.37 % 2.80 % Non-GAAP operating margin 2.54 % 3.00 % APJ Fiscal Year 2025 versus 2024 • Operating income and non-GAAP operating income decreased primarily due to a decrease in strategic technologies gross margins along with higher personnel costs, partially offset by an increase in revenue. • Operating margin and non-GAAP operating margin decreased primarily due to a decrease in strategic technologies gross margins, partially offset by the impact of the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our operating margin and non-GAAP operating margin by approximately 22 and 23 basis points, respectively.
In March 2024, our Board of Directors authorized a new $2.0 billion share repurchase program, supplementing the amount remaining under the existing program, pursuant to which we may repurchase our 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 Exchange Act.
In March 2024, our Board of Directors authorized a new $2.0 billion share repurchase program (the “March 2024 share repurchase program”), supplementing the amount remaining under the existing program, pursuant to which we may repurchase our 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 Exchange Act.
For additional information on our share repurchase program, see Note 5 - Stockholders' Equity to the Consolidated Financial Statements included in Part II, Item 8 of this Report. Covenant Compliance Our credit facilities have a number of covenants and restrictions that require us to maintain specified financial ratios.
For additional information on the March 2024 share repurchase program, see Note 5 - Stockholders' Equity to the Consolidated Financial Statements included in Part II, Item 8 of this Report. Covenant Compliance Our credit facilities have a number of covenants and restrictions that require us to maintain specified financial ratios.
We performed our annual goodwill impairment test as of September 1, 2024 as a qualitative assessment, and determined that for all reporting units, it was not more likely than not that the fair value of the reporting unit was less than its carrying value.
We performed our annual goodwill impairment test as of September 1, 2025 as a qualitative assessment, and determined that for all reporting units, it was not more likely than not that the fair value of the reporting unit was less than its carrying value.
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 our systems design and integration solutions arrangements which operate under a customer-owned procurement model. 44 Table of Contents We consider shipping and handling activities as costs to fulfill the sale of products.
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 our systems design and integration solutions arrangements which operate under a customer-owned procurement model. We consider shipping and handling activities as costs to fulfill the sale of products.
Actual results could differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies involve the more significant judgments, estimates and/or assumptions used in the preparation of our Consolidated Financial Statements. Revenue Recognition We generate revenue primarily from the sale of various IT products.
Actual results could differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies involve the more significant judgments, estimates and/or assumptions used in the preparation of our Consolidated Financial Statements. 45 Table of Contents Revenue Recognition We generate revenue primarily from the sale of various IT products.
Discussions of fiscal year 2022 items and year-to-year comparisons between fiscal years 2023 and 2022 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2023 filed with the SEC on January 26, 2024.
Discussions of fiscal year 2023 items and year-to-year comparisons between fiscal years 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2024 filed with the SEC on January 24, 2025.
Revenue in constant currency is calculated by translating the revenue for the fiscal year ended November 30, 2024 in the billing currency using the comparable prior period currency conversion rate.
Revenue in constant currency is calculated by translating the revenue for the fiscal year ended November 30, 2025 in the billing currency using the comparable prior period currency conversion rate.
We 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.
We previously incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, and long-lived assets charges and termination fees. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses.
We calculate CCC as days of the last fiscal quarter’s revenue outstanding in accounts receivable plus days of supply on hand in inventory, less days of the last fiscal quarter’s cost of revenue outstanding in accounts payable. Our CCC was 18 days at the end of fiscal year 2024, and 23 days at the end of fiscal year 2023, respectively.
We calculate CCC as days of the last fiscal quarter’s revenue outstanding in accounts receivable plus days of supply on hand in inventory, less days of the last fiscal quarter’s cost of revenue outstanding in accounts payable. Our CCC was 16 days at the end of fiscal year 2025, and 18 days at the end of fiscal year 2024, respectively.
We have had similar borrowing arrangements with various financial institutions throughout our years as a public company. We had total outstanding borrowings of approximately $3.9 billion and $4.1 billion as of November 30, 2024 and 2023, respectively.
We have had similar borrowing arrangements with various financial institutions throughout our years as a public company. We had total outstanding borrowings of approximately $4.6 billion and $3.9 billion as of November 30, 2025 and 2024, respectively.
The 2024 Term Loan will mature on September 1, 2027. We have 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.
The 2024 Term Loan will mature on September 1, 2027. We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $676.6 million in borrowing capacity as of November 30, 2025.
AR Arrangement can borrow up to a maximum of $1.5 billion based upon eligible trade accounts receivable. The U.S. AR Arrangement, as amended, has a maturity date of November 2026.
AR Arrangement can borrow up to a maximum of $1.5 billion based upon eligible trade accounts receivable. The U.S. AR Arrangement, as amended, has a maturity date of January 2028.
These provisions are reviewed and adjusted periodically. 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.
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.
Amounts in certain tables appearing in this Report may not add or compute due to rounding. This section of the Form 10-K generally discusses fiscal years 2024 and 2023 items and year-to-year comparisons between fiscal years 2024 and 2023.
Amounts in certain tables appearing in this Report may not add or compute due to rounding. This section of this Annual Report on Form 10-K generally discusses fiscal years 2025 and 2024 items and year-to-year comparisons between fiscal years 2025 and 2024.
At November 30, 2024 and 2023, we had a total of $1.2 billion and $864.6 million, respectively, of trade accounts receivable sold to and held by financial institutions under these programs. Discount fees for these programs in the years ended November 30, 2024 and 2023 totaled $67.8 million and $51.1 million, respectively.
At November 30, 2025 and 2024, we had a total of $1.8 billion and $1.2 billion, respectively, of trade accounts receivable sold to and held by financial institutions under these programs. Discount fees for these programs in the years ended November 30, 2025 and 2024 totaled $62.7 million and $67.8 million, respectively.
Our outstanding borrowings include Senior Notes of $2.4 billion and $2.5 billion at November 30, 2024 and 2023, respectively and term loans described above as the TD SYNNEX Term Loan and 2024 Term Loan of approximately $1.3 billion and $1.4 billion at November 30, 2024 and 2023, respectively.
Our outstanding borrowings include Senior Notes of $3.6 billion and $2.4 billion at November 30, 2025 and 2024, respectively and term loans described above as the TD SYNNEX Term Loan and 2024 Term Loan of approximately $0.8 billion and $1.3 billion at November 30, 2025 and 2024, respectively.
Interest Expense and Finance Charges, Net Fiscal Years Ended November 30, Percent Change 2024 2023 2024 vs. 2023 (in thousands) Interest expense and finance charges, net $ 319,458 $ 288,318 10.8 % Percentage of revenue 0.55 % 0.50 % Amounts recorded in interest expense and finance charges, net, consist primarily of interest expense on our Senior Notes, our lines of credit, our term loans and our accounts receivable securitization facility, and fees associated with the sale of accounts receivable, partially offset by income earned on our cash investments.
Interest Expense and Finance Charges, Net Fiscal Years Ended November 30, Percent Change 2025 2024 2025 vs. 2024 (in thousands) Interest expense and finance charges, net $ 356,608 $ 319,458 11.6 % Percentage of revenue 0.57 % 0.55 % Amounts recorded in interest expense and finance charges, net, consist primarily of interest expense on our Senior Notes, our lines of credit, our term loans and our accounts receivable securitization facility, and fees associated with the sale of accounts receivable, partially offset by income earned on our cash investments.
Our borrowings on these facilities vary within the period primarily based on changes in our working capital. 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%.
Our borrowings on these facilities vary within the period primarily based on changes in our working capital. There was $319.3 million outstanding on these facilities at November 30, 2025, at a weighted average interest rate of 5.72%, and there was $171.1 million outstanding at November 30, 2024, at a weighted average interest rate of 7.91%.
We believe that our available cash and cash equivalents balances, cash flows from operations and our existing sources of liquidity, including available capacity under our borrowing facilities, will be sufficient to satisfy our current and planned working capital and investment needs, for the next twelve months in all geographies.
We believe that our available cash and cash equivalents balances, cash flows from operations and our existing sources of liquidity, including available capacity under our borrowing facilities, will be sufficient to enable the repayment of $700.0 million of our Senior Notes due in August 2026 and to satisfy our current and planned working capital and investment needs for the next twelve months in all geographies.
Other Expense, Net Fiscal Years Ended November 30, Change in Dollars 2024 2023 2024 vs. 2023 (in thousands) Other expense, net $ 8,718 $ 206 $ 8,512 Percentage of revenue 0.01 % 0.00 % Amounts recorded as other expense, net include foreign currency transaction gains and losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions, the cost of hedging, investment gains and losses, and other non-operating gains and losses, such as settlements received from class action lawsuits. 39 Table of Contents During fiscal year 2024, our other expense, net increased compared to fiscal year 2023.
Other Expense, Net Fiscal Years Ended November 30, Change in Dollars 2025 2024 2025 vs. 2024 (in thousands) Other expense, net $ 1,057 $ 8,718 $ (7,661) Percentage of revenue 0.00 % 0.01 % 40 Table of Contents Amounts recorded as other expense, net include foreign currency transaction gains and losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions, the cost of hedging, investment gains and losses, and other non-operating gains and losses, such as settlements received from class action lawsuits.
These forward-looking statements include, but are not limited to, those matters discussed under the heading “Note Regarding Forward-looking Statements.” Our actual results could differ materially from those anticipated by these forward‑looking statements due to various factors, including, but not limited to, those set forth under Item 1A. Risk Factors of this Form 10-K and elsewhere in this document.
These forward-looking statements include, but are not limited to, those matters discussed under the heading “Note Regarding Forward-looking Statements.” Our actual results could differ materially from those anticipated by these forward‑looking statements due to various factors, including, but not limited to, those set forth under Item 1A.
Provision for Income Taxes Fiscal Years Ended November 30, Percent Change 2024 2023 2024 vs. 2023 (in thousands) Provision for income taxes $ 176,944 $ 162,597 8.8 % Percentage of income before income taxes 20.43 % 20.59 % Income taxes consist of our current and deferred tax expense resulting from our income earned in domestic and foreign jurisdictions.
Provision for Income Taxes Fiscal Years Ended November 30, Percent Change 2025 2024 2025 vs. 2024 (in thousands) Provision for income taxes $ 229,594 $ 176,944 29.8 % Percentage of income before income taxes 21.72 % 20.43 % Income taxes consist of our current and deferred tax expense resulting from our income earned in domestic and foreign jurisdictions.
Long-lived asset charges and termination fees include accelerated depreciation and amortization expense of $5.5 million and $17.4 million during fiscal years 2024 and 2023, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems.
Long-lived asset charges and termination fees during fiscal year 2024 include accelerated depreciation and amortization expense of $5.5 million due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $17.0 million for termination fees related to certain IT systems.
The March 2024 share repurchase authorization does not have an expiration date. We repurchased 5.5 million shares of common stock for $611.9 million and 6.5 million shares of common stock for $620.7 million in fiscal 2024 and 2023, respectively. As of November 30, 2024, we had $1.8 billion available for future repurchases of our common stock.
The March 2024 share repurchase program does not have an expiration date. We repurchased 4.4 million shares of common stock for $596.1 million and 5.5 million shares of common stock for $611.9 million in fiscal 2025 and 2024, respectively. As of November 30, 2025, we had $1.2 billion available for future repurchases of our common stock.
These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities. 41 Table of Contents Operating Activities Net cash provided by operating activities was $1.2 billion during fiscal year 2024 compared to net cash provided by operating activities of $1.4 billion during fiscal year 2023.
These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities. 42 Table of Contents Operating Activities Net cash provided by operating activities was $1.5 billion and $1.2 billion during fiscal years 2025 and 2024, respectively.
The impact of changes in foreign currencies is primarily due to the weakening of the Japanese yen against the U.S. Dollar.
The impact of changes in foreign currencies is primarily due to the weakening of the Indian rupee against the U.S.
The TD SYNNEX Term Loan has a maturity date of September 2026. 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 our prior notice to the lenders.
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 our prior notice to the lenders. 43 Table of Contents The TD SYNNEX Credit Agreement also included a $1.5 billion term loan facility (the "TD SYNNEX Term Loan") that had a maturity date of September 2026 .
Our acquisition activities have resulted in the recognition of finite-lived intangible assets which consist primarily of customer relationships and vendor lists. Finite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the carrying value may not be recoverable. The amortization of intangible assets is reflected in our Consolidated Statements of Operations.
Finite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the carrying value may not be recoverable. The amortization of intangible assets is reflected in our Consolidated Statements of Operations.
From time to time, this category may also include transaction-related gains/losses on divestitures/spin-off of businesses, costs related to long-lived assets including impairment charges and accelerated depreciation and amortization expense due to changes in asset useful lives, as well as various other costs associated with the acquisition or divestiture.
From time to time, this category may also include transaction-related gains/losses on divestitures/spin-off of businesses, costs related to long-lived assets including impairment charges and accelerated depreciation and amortization expense due to changes in asset useful lives, as well as various other costs associated with the acquisition or divestiture. 33 Table of Contents Our acquisition activities have resulted in the recognition of finite-lived intangible assets which consist primarily of customer relationships and vendor lists.
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 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.
Investing Activities Net cash used in investing activities was $193.8 million and $156.4 million during fiscal years 2024 and 2023, respectively.
Investing Activities Net cash used in investing activities was $221.2 million and $193.8 million during fiscal years 2025 and 2024, respectively.
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.
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.
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 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. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes.
The Merger We substantially completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024, and there are no related expenses expected in future periods.
The Merger We completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024. There were no related expenses recognized during fiscal year 2025.
For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9% and 0.8% of net income for the fiscal years ended November 30, 2024 and 2023, respectively. 40 Table of Contents Liquidity and Capital Resources Cash Conversion Cycle Three Months Ended November 30, 2024 November 30, 2023 (in thousands) Days sales outstanding ("DSO") Revenue (a) $ 15,844,563 $ 14,407,306 Accounts receivable, net (b) 10,341,625 10,297,814 Days sales outstanding (c) = ((b)/(a))*the number of days during the period 60 65 Days inventory outstanding ("DIO") Cost of revenue (d) $ 14,803,618 $ 13,388,727 Inventories (e) 8,287,048 7,146,274 Days inventory outstanding (f) = ((e)/(d))*the number of days during the period 51 49 Days payable outstanding ("DPO") Cost of revenue (g) $ 14,803,618 $ 13,388,727 Accounts payable (h) 15,084,107 13,347,281 Days payable outstanding (i) = ((h)/(g))*the number of days during the period 93 91 Cash conversion cycle ("CCC") (j) = (c)+(f)-(i) 18 23 Cash Flows Our business is working capital intensive.
For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9% of net income for both the fiscal years ended November 30, 2025 and 2024. 41 Table of Contents Liquidity and Capital Resources Cash Conversion Cycle Three Months Ended November 30, 2025 November 30, 2024 (in thousands) Days sales outstanding ("DSO") Revenue (a) $ 17,379,140 $ 15,844,563 Accounts receivable, net (b) 11,707,581 10,341,625 Days sales outstanding (c) = ((b)/(a))*the number of days during the period 61 60 Days inventory outstanding ("DIO") Cost of revenue (d) $ 16,184,390 $ 14,803,618 Inventories (e) 9,504,340 8,287,048 Days inventory outstanding (f) = ((e)/(d))*the number of days during the period 53 51 Days payable outstanding ("DPO") Cost of revenue (g) $ 16,184,390 $ 14,803,618 Accounts payable (h) 17,624,254 15,084,107 Days payable outstanding (i) = ((h)/(g))*the number of days during the period 98 93 Cash conversion cycle ("CCC") (j) = (c)+(f)-(i) 16 18 Cash Flows Our business is working capital intensive.
We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes. 45 Table of Contents Recently Issued Accounting Pronouncements For a summary of recent accounting pronouncements and the anticipated effects on our consolidated financial statements see Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements included in Part II, Item 8 of this Report.
Recently Issued Accounting Pronouncements For a summary of recent accounting pronouncements and the anticipated effects on our consolidated financial statements see Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements included in Part II, Item 8 of this Report.
Our cash and cash equivalents held by international subsidiaries are no longer subject to U.S. federal tax on repatriation into the United States. Repatriation of some foreign balances is restricted by local laws.
Capital Resources Our cash and cash equivalents totaled $2.4 billion and $1.1 billion as of November 30, 2025 and 2024, respectively. Our cash and cash equivalents held by international subsidiaries are generally no longer subject to U.S. federal tax on repatriation into the United States. Repatriation of some foreign balances is restricted by local laws.
We also have the option to bypass the qualitative assessment for any reporting unit in any period. If the reporting unit does not pass or we choose 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.
We also have the option to bypass the qualitative assessment for any reporting unit in any period. 46 Table of Contents If the reporting unit does not pass or we choose to bypass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value.
They also limit our (or our subsidiaries', as applicable) ability to incur additional debt or liens, enter into agreements with affiliates, modify the nature of our business, and merge or consolidate.
They also limit our (or our subsidiaries', as applicable) ability to incur additional debt or liens, enter into agreements with affiliates, modify the nature of our business, and merge or consolidate. As of November 30, 2025, we were in compliance with all material financial covenants for the above arrangements.
Gross Profit Fiscal Years Ended November 30, Percent Change 2024 2023 2024 to 2023 Gross Profit and Gross Margin - Consolidated (in thousands) Revenue $ 58,452,436 $ 57,555,416 1.6 % Gross profit $ 3,981,306 $ 3,956,829 0.6 % Purchase accounting adjustments — 15,047 Non-GAAP gross profit $ 3,981,306 $ 3,971,876 0.2 % GAAP gross margin 6.81 % 6.87 % Non-GAAP gross margin 6.81 % 6.90 % Our gross margin is affected by a variety of factors, including competition, selling prices, mix of products, the percentage of revenue that is presented on a net basis, product costs along with rebate and discount programs from our suppliers, reserves or settlement adjustments, freight costs, inventory losses and fluctuations in revenue.
Dollar. 35 Table of Contents Gross Profit Fiscal Years Ended November 30, Percent Change 2025 2024 2025 to 2024 Gross Profit and Gross Margin - Consolidated (in thousands) Revenue $ 62,508,086 $ 58,452,436 6.9 % Gross profit $ 4,368,982 $ 3,981,306 9.7 % Gross margin 6.99 % 6.81 % Our gross margin is affected by a variety of factors, including competition, selling prices, mix of products, the percentage of revenue that is presented on a net basis, product costs along with rebate and discount programs from our suppliers, reserves or settlement adjustments, freight costs, inventory losses and fluctuations in revenue.
On September 1, 2021, pursuant to the terms of the Merger Agreement, we 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. 31 Table of Contents Results of Operations The following table sets forth, for the indicated periods, data as percentages of total revenue: Fiscal Years Ended November 30, Consolidated Statements of Operations Data: 2024 2023 Revenue 100.00 % 100.00 % Cost of revenue (93.19) % (93.13) % Gross profit 6.81 % 6.87 % Selling, general and administrative expenses (4.65) % (4.64) % Acquisition, integration and restructuring costs (0.12) % (0.36) % Operating income 2.04 % 1.87 % Interest expense and finance charges, net (0.55) % (0.50) % Other expense, net (0.01) % (0.00) % Income before income taxes 1.48 % 1.37 % Provision for income taxes (0.30) % (0.28) % Net income 1.18 % 1.09 % Certain Non-GAAP Financial Information In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including: • Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance.
On September 1, 2021, SYNNEX Corporation acquired Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which resulted in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger"). 32 Table of Contents Results of Operations The following table sets forth, for the indicated periods, data as percentages of total revenue: Fiscal Years Ended November 30, Consolidated Statements of Operations Data: 2025 2024 Revenue 100.00 % 100.00 % Cost of revenue (93.01) % (93.19) % Gross profit 6.99 % 6.81 % Selling, general and administrative expenses (4.72) % (4.65) % Acquisition, integration and restructuring costs (0.01) % (0.12) % Operating income 2.26 % 2.04 % Interest expense and finance charges, net (0.57) % (0.55) % Other expense, net — % (0.01) % Income before income taxes 1.69 % 1.48 % Provision for income taxes (0.37) % (0.30) % Net income 1.32 % 1.18 % Certain Non-GAAP Financial Information In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including: • Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance.
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 that we perform, revenue is recognized over time as the services are performed. Service revenues represents less than 10% of the total revenue for the periods presented.
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 that we perform, 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.
Our interest expense and finance charges net, increased during fiscal year 2024, compared to fiscal year 2023, primarily due to increased costs associated with the sale of accounts receivable due to higher discount fees, which totaled $67.8 million and $51.1 million during the fiscal years ended November 30, 2024 and 2023, respectively, along with higher average interest rates on our Senior Notes.
Fiscal Year 2025 versus 2024 Interest expense and finance charges net, increased primarily driven by an increase in short-term borrowings to fund working capital requirements along with higher average interest rates on our Senior Notes, partially offset by decreased costs associated with the sale of accounts receivable due to lower related discount fees, which totaled $62.7 million and $67.8 million during the fiscal years ended November 30, 2025 and 2024, respectively.
Overview We are a Fortune 100 corporation and a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem. We serve a critical role, bringing products from the world's leading and emerging technology vendors to market, and helping our customers create solutions best suited to maximize business outcomes for their end-user customers.
We serve a critical role, bringing products from the world's leading and emerging technology vendors to market, and helping our customers create solutions best suited to maximize business outcomes for their end-user customers. Economic and Industry Trends We are highly dependent on the end-market demand for IT products, and on our partners' strategic initiatives and business models.
Our results in fiscal 2023 were also negatively impacted by post-pandemic declines in demand for personal computing ecosystem products. Our systems design and integration solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market.
Our systems design and integration solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market.
Net Income and Diluted EPS The following tables present net income and diluted EPS as well as a reconciliation of our most comparable GAAP measures to the related non-GAAP measures presented: Fiscal Years Ended November 30, 2024 2023 Net Income - Consolidated (in thousands) Net income $ 689,091 $ 626,911 Acquisition, integration and restructuring costs 71,314 213,585 Amortization of intangibles 292,304 293,737 Share-based compensation 69,201 49,273 Purchase accounting adjustments — 15,047 Income taxes related to above (109,973) (144,994) Non-GAAP net income $ 1,011,937 $ 1,053,559 Fiscal Years Ended November 30, 2024 2023 Diluted Earnings Per Common Share Diluted EPS (1) $ 7.95 $ 6.70 Acquisition, integration and restructuring costs 0.83 2.28 Amortization of intangibles 3.37 3.14 Share-based compensation 0.80 0.53 Purchase accounting adjustments — 0.16 Income taxes related to above (1.27) (1.55) Non-GAAP diluted EPS $ 11.68 $ 11.26 _________________________ (1) Diluted EPS is calculated using the two-class method.
Net Income and Diluted EPS The following tables present net income and diluted EPS as well as a reconciliation of our most comparable GAAP measures to the related non-GAAP measures presented: Fiscal Years Ended November 30, 2025 2024 Net income - Consolidated (in thousands) Net income $ 827,660 $ 689,091 Acquisition, integration and restructuring costs 7,180 71,314 Amortization of intangibles 296,258 292,304 Share-based compensation 66,428 69,201 Income taxes related to above (100,389) (109,973) Non-GAAP net income $ 1,097,137 $ 1,011,937 Fiscal Years Ended November 30, 2025 2024 Diluted EPS Diluted EPS (1) $ 9.95 $ 7.95 Acquisition, integration and restructuring costs 0.09 0.83 Amortization of intangibles 3.56 3.37 Share-based compensation 0.80 0.80 Income taxes related to above (1.21) (1.27) Non-GAAP diluted EPS $ 13.19 $ 11.68 _________________________ (1) Diluted EPS is calculated using the two-class method.
A difficult and challenging economic environment due to the continued persistence of inflation, elevated interest rates, and market volatility as a result of military conflicts in certain countries may also lead to consolidation or decline in the IT distribution industry and increased price-based competition.
A difficult and challenging economic environment due to the continued persistence of inflation, elevated interest rates, market volatility and adverse effects on product demand connected to geopolitical developments including tariff uncertainty, or other factors may also lead to decline in the IT industry or increased price-based competition.
The increase in revenue is primarily driven by growth in our Endpoint Solutions portfolio in the region, along with the impact of changes in foreign currencies, partially offset by the presentation of additional revenue on a net basis due to changes in product mix, which negatively impacted our revenue growth by approximately $200 million, or 1%.
The impact of changes in foreign currencies is primarily due to the weakening of the Canadian dollar against the U.S. dollar. • Europe - Increased by $2.1 billion (in constant currency increased by $1.4 billion) primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue growth by approximately $720 million, or 4%.
The effective tax rate for fiscal year 2024 was slightly lower when compared to the prior fiscal year primarily due to the utilization of tax credits earned in certain jurisdictions and the relative mix of earnings and losses within the taxing jurisdictions in which we operate, partially offset by current year withholding taxes in certain jurisdictions and other favorable tax items in the prior fiscal year.
The effective tax rate was higher when compared to the prior fiscal year primarily due to beneficial discrete impacts in the prior year, the change in valuation allowances in certain foreign jurisdictions, and the relative mix of earnings and losses within the taxing jurisdictions in which we operate, partially offset by the benefit of higher foreign-derived intangible income in the current year.
We expect that any such expansions would require an initial investment in working capital, personnel, facilities and operations.
To increase our market share and better serve our customers, we may further expand our operations through investments or acquisitions. We expect that any such expansions would require an initial investment in working capital, personnel, facilities and operations.
The increase in cash used in investing activities is primarily due to cash paid for the acquisition of businesses in the current year of $43.7 million, increased capital expenditures of $25.1 million and an increase in payments to settle net investment hedges of $14.3 million, partially offset by proceeds from the sale of a building in the current year of $42.9 million.
The increase in cash used in investing activities is primarily due to an increase in cash paid for the acquisition of businesses in the current year, which was $83.7 million primarily due to the acquisition of Apptium, compared to $43.7 million in the prior year, along with the prior year impact of proceeds from the sale of a building of $42.9 million.
During the fiscal years ended November 30, 2024 and 2023, acquisition and integration expenses related to the Merger were composed of the following: Fiscal Years Ended November 30, 2024 2023 (in thousands) Professional services costs $ 16,456 $ 20,775 Personnel and other costs 15,279 46,464 Long-lived assets charges and termination fees 22,533 41,812 Stock-based compensation — 35,709 Voluntary severance program costs 10,113 52,091 Total $ 64,381 $ 196,851 36 Table of Contents Operating Income The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the fiscal years ended November 30, 2024 and 2023 : Fiscal Years Ended November 30, Percent Change 2024 2023 2024 to 2023 Operating Income and Operating Margin - Consolidated (in thousands) Revenue $ 58,452,436 $ 57,555,416 Operating income $ 1,194,211 $ 1,078,032 10.8 % Acquisition, integration and restructuring costs 71,314 206,235 Amortization of intangibles 292,304 293,737 Share-based compensation 69,201 49,273 Purchase accounting adjustments — 15,047 Non-GAAP operating income $ 1,627,030 $ 1,642,324 (0.9) % Operating margin 2.04 % 1.87 % Non-GAAP operating margin 2.78 % 2.85 % Consolidated operating income and margin increased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to lower acquisition, integration and restructuring costs.
During the fiscal year ended November 30, 2024, acquisition and integration expenses related to the Merger were composed of the following: Fiscal Year Ended November 30, 2024 (in thousands) Professional services costs $ 16,456 Personnel and other costs 15,279 Long-lived assets charges and termination fees 22,533 Voluntary severance program costs 10,113 Total $ 64,381 37 Table of Contents Operating Income The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the fiscal years ended November 30, 2025 and 2024 : Fiscal Years Ended November 30, Percent Change 2025 2024 2025 to 2024 Operating Income and Operating Margin - Consolidated (in thousands) Revenue $ 62,508,086 $ 58,452,436 Operating income $ 1,414,919 $ 1,194,211 18.5 % Acquisition, integration and restructuring costs 7,180 71,314 Amortization of intangibles 296,258 292,304 Share-based compensation 66,428 69,201 Non-GAAP operating income $ 1,784,785 $ 1,627,030 9.7 % Operating margin 2.26 % 2.04 % Non-GAAP operating margin 2.86 % 2.78 % Consolidated Fiscal Year 2025 versus 2024 • Operating income increased primarily due to an increase in revenue, gross margin expansion in our Endpoint Solutions portfolio and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs and higher strategic technologies gross margins during the prior fiscal year. • Operating margin increased primarily due to the increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our operating margin by approximately 9 basis points, and lower acquisition, integration and restructuring costs. • Non-GAAP operating income increased primarily due to an increase in revenue and gross margin expansion in our Endpoint Solutions portfolio, partially offset by higher personnel costs and higher strategic technologies gross margins during the prior fiscal year. • Non-GAAP operating margin increased primarily due to the increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our non-GAAP operating margin by approximately 13 basis points.
As of November 30, 2024, we were in compliance with all material covenants for the above arrangements. 43 Table of Contents Contractual Obligations We are contingently liable under agreements, without expiration dates, to repurchase repossessed inventory acquired by flooring companies as a result of default on floor plan financing arrangements by our customers.
Contractual Obligations We are contingently liable under agreements, without expiration dates, to repurchase repossessed inventory acquired by flooring companies as a result of default on floor plan financing arrangements by our customers. There have been no material repurchases through November 30, 2025 under these agreements and we are not aware of any pending customer defaults or repossession obligations.
Our income tax expense increased during the fiscal year ended November 30, 2024, as compared to the prior fiscal year, primarily due to higher income during the period.
Fiscal Year 2025 versus 2024 Income tax expense increased primarily due to higher income during the period and a higher effective tax rate.
The increases are primarily driven by growth in our Advanced Solutions portfolio, partially offset by the presentation of additional revenue on a net basis due to changes in product mix, which negatively impacted our revenue growth by approximately $960 million, or 3%, and a decline in our Endpoint Solutions portfolio in the region.
The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar. • APJ - Increased by $610.4 million (in constant currency increased by $623.4 million) primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue by approximately $460 million, or 11%.
The increases are primarily driven by growth in our Advanced Solutions portfolio, partially offset by the presentation of additional revenue on a net basis due to changes in product mix, which negatively impacted our revenue growth by approximately $1.2 billion, or 2%.
The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar. • Americas - Increased by $1.4 billion (in constant currency increased by $1.5 billion) primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue growth by approximately $1.6 billion, or 5%.
We believe our current cash balances, cash flows from operations and credit availability are sufficient to support our operating activities for at least the next twelve months. Capital Resources Our cash and cash equivalents totaled $1.1 billion and $1.0 billion as of November 30, 2024 and 2023, respectively.
The decrease in net cash used in financing activities as compared to fiscal year 2024 is primarily due to an increase in net borrowings of $892.4 million. We believe our current cash balances, cash flows from operations and credit availability are sufficient to support our operating activities for at least the next twelve months.
Fiscal Years Ended November 30, Percent Change 2024 2023 2024 to 2023 Operating Income and Operating Margin - Americas (in thousands) Revenue $ 34,791,848 $ 34,573,859 Operating income $ 817,548 $ 736,605 11.0 % Acquisition, integration and restructuring costs 53,245 165,845 Amortization of intangibles 165,860 169,569 Share-based compensation 45,107 35,955 Non-GAAP operating income $ 1,081,760 $ 1,107,974 (2.4) % Operating margin 2.35 % 2.13 % Non-GAAP operating margin 3.11 % 3.20 % 37 Table of Contents Americas operating income increased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to lower acquisition, integration and restructuring costs, lower credit costs and an increase in revenue, partially offset by a decrease in strategic technologies gross margins.
Fiscal Years Ended November 30, Percent Change 2025 2024 2025 to 2024 Operating Income and Operating Margin - Americas (in thousands) Revenue $ 36,176,520 $ 34,791,848 Operating income $ 1,005,394 $ 817,548 23.0 % Acquisition, integration and restructuring costs 4,322 53,245 Amortization of intangibles 164,167 165,860 Share-based compensation 43,445 45,107 Non-GAAP operating income $ 1,217,328 $ 1,081,760 12.5 % Operating margin 2.78 % 2.35 % Non-GAAP operating margin 3.36 % 3.11 % 38 Table of Contents Americas Fiscal Year 2025 versus 2024 • Operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios and lower acquisition, integration and restructuring costs, along with an increase in gross margin, partially offset by higher personnel costs. • Operating margin increased primarily due to lower acquisition, integration and restructuring costs along with an increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our operating margin by approximately 13 basis points. • Non-GAAP operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios along with an increase in gross margin, partially offset by higher personnel costs. • Non-GAAP operating margin increased primarily due to an increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our non-GAAP operating margin by approximately 15 basis points.
This change was partially offset by an increase in accounts payable during fiscal year 2024 related to the increase in inventory purchases and associated timing of cash payments, as compared to a decrease in accounts payable during fiscal year 2023 correlated with the decrease in inventory in the prior year.
The increase in net cash provided by operating activities was primarily due to the year-over-year change in other accrued liabilities, a larger increase in accounts payable related to the increase in inventory purchases and associated timing of cash payments, and an increase in net income, partially offset by a larger increase in accounts receivable, related to the increase in sales volumes.
These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. 33 Table of Contents Fiscal Years Ended November 30, 2024 and 2023: Revenue The following table summarizes our revenue and change in revenue by segment for the fiscal years ended November 30, 2024 and 2023: Fiscal Years Ended November 30, Percent Change 2024 2023 2024 to 2023 Revenue in constant currency (in thousands) Consolidated Revenue $ 58,452,436 $ 57,555,416 1.6 % Impact of changes in foreign currencies (121,648) — Revenue in constant currency $ 58,330,788 $ 57,555,416 1.3 % Americas Revenue $ 34,791,848 $ 34,573,859 0.6 % Impact of changes in foreign currencies 32,915 — Revenue in constant currency $ 34,824,763 $ 34,573,859 0.7 % Europe Revenue $ 19,634,156 $ 19,422,297 1.1 % Impact of changes in foreign currencies (226,889) — Revenue in constant currency $ 19,407,267 $ 19,422,297 (0.1) % APJ Revenue $ 4,026,432 $ 3,559,260 13.1 % Impact of changes in foreign currencies 72,326 — Revenue in constant currency $ 4,098,758 $ 3,559,260 15.2 % Consolidated Commentary During the fiscal year ended November 30, 2024, consolidated revenue increased by $897.0 million and consolidated revenue in constant currency increased by $775.4 million, as compared to the prior fiscal year.
These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. 34 Table of Contents Fiscal Years Ended November 30, 2025 and 2024: Revenue The following table summarizes our revenue and change in revenue by segment for the fiscal years ended November 30, 2025 and 2024: Fiscal Years Ended November 30, Percent Change 2025 2024 2025 to 2024 Revenue in constant currency (in thousands) Consolidated Revenue $ 62,508,086 $ 58,452,436 6.9 % Impact of changes in foreign currencies (500,045) — Revenue in constant currency $ 62,008,041 $ 58,452,436 6.1 % Americas Revenue $ 36,176,520 $ 34,791,848 4.0 % Impact of changes in foreign currencies 113,303 — Revenue in constant currency $ 36,289,823 $ 34,791,848 4.3 % Europe Revenue $ 21,694,750 $ 19,634,156 10.5 % Impact of changes in foreign currencies (626,335) — Revenue in constant currency $ 21,068,415 $ 19,634,156 7.3 % APJ Revenue $ 4,636,816 $ 4,026,432 15.2 % Impact of changes in foreign currencies 12,987 — Revenue in constant currency $ 4,649,803 $ 4,026,432 15.5 % Fiscal Year 2025 versus 2024 • Consolidated - Increased by $4.1 billion (in constant currency increased by $3.6 billion) primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue growth by approximately $2.8 billion, or 5%.
Americas operating margin increased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to lower acquisition, integration and restructuring costs, lower credit costs, and the impact of the presentation of additional revenue on a net basis due to changes in product mix, partially offset by the decrease in strategic technologies gross margins.
Fiscal Year 2025 versus 2024 • Our gross profit increased primarily due to the increase in revenue related to growth in both our Advanced Solutions and Endpoint Solutions portfolios. • Our gross margin increased primarily due to the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our gross margin by approximately 30 basis points, as well as gross margin expansion in our Endpoint Solutions portfolio, partially offset by higher strategic technologies margins during the prior fiscal year.
Financing Activities Net cash used in financing activities was $953.1 million and $785.9 million during fiscal years 2024 and 2023, respectively.
These impacts were partially offset by a decrease in capital expenditures of $32.8 million and a decrease in payments to settle net investment hedges of $14.5 million. Financing Activities Net cash used in financing activities was $32.9 million and $953.1 million during fiscal years 2025 and 2024, respectively.
Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates will be higher or lower than growth reported at actual exchange rates. • Non-GAAP gross profit, which is gross profit, adjusted to exclude the portion of purchase accounting adjustments that affected cost of revenue. • Non-GAAP gross margin, which is non-GAAP gross profit, as defined above, divided by revenue. • Non-GAAP operating income, which is operating income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and purchase accounting adjustments. • Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue. • Non-GAAP net income, which is net income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments and income taxes related to the aforementioned items. • Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense, purchase accounting adjustments and income taxes related to the aforementioned items. 32 Table of Contents Acquisition, integration and restructuring costs, which are expensed as incurred, primarily represent professional services costs for legal, banking, consulting and advisory services, severance and other personnel related costs, share-based compensation expense and debt extinguishment fees that are incurred in connection with acquisition, integration, restructuring and divestiture activities.
TD SYNNEX also uses adjusted selling, general and administrative expenses as a percentage of gross profit, which is a useful metric in considering the portion of gross profit retained after selling, general and administrative expenses. • Non-GAAP operating income, which is operating income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets and share-based compensation expense. • Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue. • Non-GAAP net income, which is net income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items. • Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items.
Share Repurchase Program In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program.
As of November 30, 2025 and 2024, we had $3.7 billion and $3.2 billion, respectively, in obligations outstanding under these programs included in "Accounts payable" in our Consolidated Balance Sheets. 44 Table of Contents Share Repurchase Program In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program.
Europe operating margin increased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to lower acquisition, integration and restructuring costs and the prior year impact of purchase accounting adjustments related to the Merger.
Acquisition, Integration and Restructuring Costs Acquisition, integration and restructuring costs during fiscal year 2024 were primarily comprised of costs related to the Merger. Acquisition, integration and restructuring costs during fiscal year 2025 included $3.7 million of costs related to the acquisition of Apptium.
Selling, General and Administrative Expenses Fiscal Years Ended November 30, Percent Change 2024 2023 2024 to 2023 (in thousands) Selling, general and administrative expenses $ 2,715,781 $ 2,672,562 1.6 % Percentage of revenue 4.65 % 4.64 % Our selling, general and administrative expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs.
Our SG&A expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs.
Selling, general and administrative expenses also include cost of warehouses, delivery centers and other non-integration facilities, utility expenses, legal and professional fees, depreciation on certain of our capital equipment, bad debt expense, amortization of our intangible assets, and marketing expenses, offset in part by reimbursements from our OEM suppliers.
SG&A expenses also include amortization of our intangible assets, cost of warehouses, delivery centers and other non-integration facilities, depreciation on certain of our capital equipment, IT expenses, credit costs including bad debt expense, legal and professional fees, travel and entertainment, and non-income taxes. 36 Table of Contents Fiscal Year 2025 versus 2024 • SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs. • SG&A expenses as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit were relatively consistent, as the current period increase in SG&A expenses, primarily due to higher personnel costs, correlated with the increase in gross profit.
There we re no amounts outstanding under the U.S. AR Arrangement or the TD SYNNEX Revolving Credit Facility at November 30, 2024, or 2023, respectively. 42 Table of Contents The TD SYNNEX Credit Agreement also includes a $1.5 billion term loan facility (the "TD SYNNEX Term Loan") that was fully funded in connection with the Merger.
Our borrowings on these facilities vary within the period primarily based on changes in our working capital. There were no amounts outstanding under the U.S. AR Arrangement or the TD SYNNEX Revolving Credit Facility at November 30, 2025 or 2024.
Removed
Economic and Industry Trends We are highly dependent on the end-market demand for IT products, and on our partners' strategic initiatives and business models.
Added
Risk Factors of this Annual Report on Form 10-K and elsewhere in this document. Overview We are a Fortune 100 corporation and a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem.
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On March 22, 2021, we 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").
Added
On July 1, 2025, we completed the acquisition of Apptium Technologies, LLC and its subsidiaries ("Apptium"), a software development company and provider of a cloud commerce platform that represents a critical investment in our technology solutions orchestration strategy. We acquired all of the outstanding shares of Apptium for a purchase price of approximately $105.1 million.
Removed
Purchase accounting adjustments are primarily related to the impact of recognizing the acquired vendor and customer liabilities from the Merger at fair value.
Added
Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates will be higher or lower than growth reported at actual exchange rates. • Adjusted selling, general and administrative expenses, which excludes the amortization of intangible assets and share-based compensation expense.
Removed
These adjustments benefited our non-GAAP operating income through the third fiscal quarter of fiscal 2023 based on historical settlement patterns with our vendors and in accordance with the timing defined in our policy for releasing vendor and customer liabilities we deem remote to be paid.
Added
Acquisition, integration and restructuring costs, which are expensed as incurred, primarily represent professional services costs for legal, banking, consulting and advisory services, severance and other personnel related costs, share-based compensation expense and debt extinguishment fees that are incurred in connection with acquisition, integration, restructuring and divestiture activities.
Removed
Americas Commentary During the fiscal year ended November 30, 2024, Americas revenue increased by $218.0 million and Americas revenue in constant currency increased by $250.9 million, as compared to the prior fiscal year.
Added
Selling, General and Administrative ("SG&A") Expenses Fiscal Years Ended November 30, Percent Change 2025 2024 2025 to 2024 (in thousands) Gross profit $ 4,368,982 $ 3,981,306 9.7 % Selling, general and administrative expenses (1) $ 2,946,883 $ 2,715,781 8.5 % Amortization of intangibles (296,258) (292,304) Share-based compensation (66,428) (69,201) Adjusted selling, general and administrative expenses $ 2,584,197 $ 2,354,276 9.8 % Selling, general and administrative expenses (1) as a percent of gross profit 67.5 % 68.2 % Adjusted selling, general and administrative expenses as a percent of gross profit 59.1 % 59.1 % (1) Excludes acquisition, integration and restructuring costs, which are presented separately on the Consolidated Statements of Operations.
Removed
Europe Commentary During the fiscal year ended November 30, 2024, Europe revenue increased by $211.9 million and Europe revenue in constant currency slightly decreased by $15.0 million, as compared to the prior fiscal year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changePrincipal currencies hedged are 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. We do not hold or issue derivative financial instruments for trading purposes.
Biggest changePrincipal currencies hedged are the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Columbian peso, Costa Rican colón, Czech koruna, Danish krone, Euro, Hong Kong dollar, Indian rupee, Indonesian rupiah, Japanese yen, Malaysian ringgit, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, Singapore dollar, South Korean won, Swedish krona, Swiss franc, Turkish lira and Vietnamese dong.
Equity Price Risk The equity price risk associated with our marketable equity securities as of November 30, 2024 and 2023 is not material in relation to our consolidated financial position, results of operations or cash flows. Marketable equity securities include shares of common stock and are recorded at fair market value based on quoted market prices.
Equity Price Risk The equity price risk associated with our marketable equity securities as of November 30, 2025 and 2024 is not material in relation to our consolidated financial position, results of operations or cash flows. Marketable equity securities include shares of common stock and are recorded at fair market value based on quoted market prices.
Actual future gains and losses associated with our derivative positions may differ materially from the analyses performed as of November 30, 2024, due to the inherent limitations associated with predicting the changes in foreign currency exchange rates and our actual exposures and positions.
Actual future gains and losses associated with our derivative positions may differ materially from the analyses performed as of November 30, 2025, due to the inherent limitations associated with predicting the changes in foreign currency exchange rates and our actual exposures and positions.
The estimated maximum potential one-day loss in fair value, calculated using the VaR model, would be approximately $5.4 million and $3.6 million at November 30, 2024 and 2023, respectively. We believe that the hypothetical loss in fair value of our foreign exchange derivatives would be offset by the gains in the value of the underlying transactions being hedged.
The estimated maximum potential one-day loss in fair value, calculated using the VaR model, would be approximately $3.0 million and $5.4 million at November 30, 2025 and 2024, respectively. We believe that the hypothetical loss in fair value of our foreign exchange derivatives would be offset by the gains in the value of the underlying transactions being hedged.
Gains and losses on marketable equity securities are included in earnings. 46 Table of Contents
Gains and losses on marketable equity securities are included in earnings. 48 Table of Contents
A one percentage point (100 basis point) variation in average interest rates would have an impact on annual interest expense of $14.8 million based on the Company's outstanding variable rate debt at November 30, 2024.
A one percentage point (100 basis point) variation in average interest rates would have an impact on annual interest expense of $10.1 million based on the Company's outstanding variable rate debt at November 30, 2025.
As of November 30, 2024, we had approximately $1.3 billion of outstanding term loan debt subject to variable interest rates and our subsidiaries had approximately $171.1 million in the aggregate outstanding under debt facilities subject to variable interest rates.
As of November 30, 2025, we had $750.0 million of outstanding term loan debt subject to variable interest rates and our subsidiaries had approximately $319.3 million in the aggregate outstanding under debt facilities subject to variable interest rates.
In order to provide an assessment of our foreign currency exchange rate risk, we performed an analysis using a value-at-risk (“VaR”) model. The VaR model uses a Monte Carlo simulation to generate 1,000 random market price paths.
We do not hold or issue derivative financial instruments for trading purposes. 47 Table of Contents In order to provide an assessment of our foreign currency exchange rate risk, we performed an analysis using a value-at-risk (“VaR”) model. The VaR model uses a Monte Carlo simulation to generate 1,000 random market price paths.

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