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What changed in TD SYNNEX CORP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of TD SYNNEX CORP's 2023 and 2024 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 2024 report.

+238 added−279 removedSource: 10-K (2025-01-24) vs 10-K (2024-01-26)

Top changes in TD SYNNEX CORP's 2024 10-K

238 paragraphs added · 279 removed · 206 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

61 edited+6 added−15 removed55 unchanged
Biggest changeThe SEC maintains an Internet site at http://www.sec.gov that contains our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and our proxy and information statements. 11 Table of Contents Information About our Executive Officers The following table sets forth information regarding our current executive officers: Name Age Position Richard Hume 64 Chief Executive Officer Dennis Polk 57 Hyve Solutions Executive Michael Urban 59 President, Americas Marshall Witt 58 Chief Financial Officer Patrick Zammit 57 Chief Operating Officer David Vetter 64 Chief Legal Officer Simon Leung 58 Chief Business Officer John Henry 49 Chief Accounting Officer Richard Hume is our Chief Executive Officer .
Biggest changeThe SEC maintains an Internet site at http://www.sec.gov that contains our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and our proxy and information statements.
Our global strategy is to deliver higher value by focusing on the following strategic priorities: • Invest in high-growth 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.
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.
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. Conversely, 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.
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.
N/A (1) 10 % 12 % __________________ ( 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.
N/A (1) N/A (1) 10 % __________________ (1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented. 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.
Zammit joined Tech Data in February 2017 as President, Europe through Tech Data’s acquisition of Avnet’s Technology Solutions business and served in this capacity until the Merger in September 2021 when he also assumed the role of President, APJ. Mr. Zammit then served as President, Europe and APJ until his appointment as Chief Operating Officer, effective January 1, 2024.
Mr. Zammit joined Tech Data in February 2017 as President, Europe through Tech Data’s acquisition of Avnet’s Technology Solutions business and served in this capacity until the Merger in September 2021 when he also assumed the role of President, APJ, which he served until his appointment as Chief Operating Officer, effective January 1, 2024. Mr.
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. Cloud Services.
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 dedicated cloud team comprising developers, sales engineers and solutions specialists, supports our reseller customers in the sales of these solutions. Online Services. We maintain electronic data interchange (“EDI”), extensible markup language (“XML”), web-based communication links and mobile applications with many of our reseller and retail customers.
Our dedicated cloud team comprising developers, sales engineers and solutions specialists, supports our reseller customers in the sales of these solutions. 6 Table of Contents Online Services. We maintain electronic data interchange (“EDI”), extensible markup language (“XML”), web-based communication links and mobile applications with many of our reseller and retail customers.
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 5,000 as of November 30, 2023, on a full-time equivalent basis.
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.
We also provide comprehensive IT solutions in key vertical markets such as government and healthcare and we provide specialized service offerings that increase efficiencies in the areas of global computing components, logistics services and supply chain management. One customer accounted for 11%, 10% and 17% of our total revenue in fiscal years 2023, 2022 and 2021, 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 12%, 11% and 10% of our total revenue in fiscal years 2024, 2023 and 2022, respectively.
We maintain EDI connections with our OEM suppliers to send purchase orders, receive purchase order status and receive notification once the product has shipped from our supplier.
We maintain electronic connections with our OEM suppliers to send purchase orders, receive purchase order status and receive notification once the product has shipped from our supplier.
Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract and retain key talent. 10 Table of Contents Co-worker Engagement We regularly collect feedback to measure co-worker engagement, to better understand and improve the co-worker experience and to identify opportunities to continually strengthen our culture.
Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on performance, experience, tenure and skills to attract and retain key talent. Co-worker Engagement We regularly collect feedback to measure co-worker engagement, to better understand and improve the co-worker experience and to identify opportunities to continually strengthen our culture.
The expenses charged by these financing companies are subsidized either by our OEM suppliers or paid by us. We receive payment from these financing companies based on agreed upon terms that depend on the specific arrangement. Information Technology Our IT systems manage the entire order cycle, including processing customer orders, customer billing and payment tracking.
The expenses charged by these financing companies are subsidized either by our OEM suppliers or paid by us. We receive payment from these financing companies based on agreed upon terms that depend on the specific arrangement. 8 Table of Contents Information Technology Our IT systems manage the entire order cycle, including processing customer orders, customer billing and payment tracking.
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.
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.
Our Products and Suppliers We offer a comprehensive catalog of more than 200,000 technology products (as measured by active SKU's) from more than 2,500 original equipment manufacturers (“OEM”), suppliers of traditional technologies such as personal computing devices, mobile phones and accessories, and high-growth 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 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 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. 6 Table of Contents Logistics Services.
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 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, 2023, we had approximately 23,000 full-time co-workers.
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.
We compete with a variety of regional, national and international IT product distributors and manufacturers. 9 Table of Contents 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 distributors in the Americas market, including Arrow Electronics, Inc. (“Arrow”), Ingram Micro, Inc. and ScanSource, Inc. and regional distributors.
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.
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.
Women represent 31% of our Board of Directors including our chair of the board, 28% of our leadership at the director and above level, and 43% of our total co-worker base. Additionally, 54% of our Board of Directors is ethnically diverse or gender diverse. We are committed to increasing diversity in our workforce.
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.
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, 2023 November 30, 2022 November 30, 2021 Apple, Inc. 11 % 11 % N/A (1) 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, 2024 November 30, 2023 November 30, 2022 Apple, Inc. 12 % 11 % 11 % HP Inc.
We also have a direct sales approach for our design and integration solutions business. Our sales and marketing professionals are complemented by members of our executive management team who are integral in identifying potential new customer opportunities, promoting sales growth and ensuring customer satisfaction.
We also have a direct sales approach for our design and integration solutions business. Our sales and marketing professionals are complemented by members of our executive management team who are integral in identifying potential new customer opportunities, promoting sales growth and ensuring customer satisfaction. We have sales and marketing professionals in close geographic proximity to our customers and OEM suppliers.
Purchasing Product cost represents our single largest expense and IT product inventory is one of our largest working capital investments. Furthermore, product procurement from our OEM suppliers is a highly complex process that involves incentive programs, rebate programs, price protection, volume and early payment discounts and other arrangements.
Purchasing Product cost represents our single largest expense and IT product inventory is one of our largest working capital investments. Furthermore, product procurement from our OEM suppliers is a highly complex process that involves incentive programs, rebate programs, price protection, volume and early payment discounts and other arrangements. Consequently, efficient and effective purchasing operations are critical to our success.
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 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.
Our distribution facilities are geographically dispersed to be near reseller customers and their end-users. This decentralized, regional strategy enables us to benefit from lower shipping costs and shorter delivery lead times to our customers. Furthermore, we track multiple performance measurements to continuously improve the efficiency and capabilities of our distribution operations.
This decentralized, regional strategy enables us to benefit from lower shipping costs and shorter delivery lead times to our customers. Furthermore, we track multiple performance measurements to continuously improve the efficiency and capabilities of our distribution operations.
We generally design and integrate IT systems, data center servers and networking solutions and IT appliances, by incorporating system components either purchased directly from vendors, obtained from our distribution inventory or through a customer-owned procurement model. Some of our design and integration solutions facilities are ISO 9001:2015 and ISO 14001:2015 certified.
We generally design and integrate IT systems, data center servers and networking solutions and IT appliances, by incorporating system components either purchased directly from vendors, obtained from our distribution inventory or through a customer-owned procurement model.
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 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.
Consequently, efficient and effective purchasing operations are critical to our success. 8 Table of Contents Our purchasing group works closely with many areas of our organization, especially our product managers who work closely with our OEM suppliers and our sales force, to understand the volume and mix of IT products that should be purchased.
Our purchasing group works closely with many areas of our organization, especially our product managers who work closely with our OEM suppliers and our sales force, to understand the volume and mix of IT products that should be purchased.
In addition, in certain locations the purchasing group utilizes an internally developed, proprietary information systems application that further aids in forecasting future product demand based on several factors, including historical sales levels, expected product life cycle and current and projected economic conditions. We may also rely on our receipt of good-faith, non-binding customer forecasts.
In addition, depending on the business unit, the purchasing group utilizes either internally developed, proprietary information systems or commercial off-the-shelf applications that further aid in forecasting future product demand based on several factors, including historical sales levels, expected product life cycle and current and projected economic conditions. We may also rely on our receipt of good-faith, non-binding customer forecasts.
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.
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.
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.
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.
Additional human capital and environmental information was included in our 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. Available Information Our website is http://www.tdsynnex.com.
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.
We also design and deliver purpose-built server, storage and networking solutions for the hyperscale infrastructure market. 3 Table of Contents 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 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").
We group the majority of our offerings into two primary solutions portfolios, Endpoint Solutions and Advanced Solutions which are comprised of the following: 4 Table of Contents Endpoint Solutions Portfolio: • Our Endpoint Solutions portfolio primarily includes personal computing devices and peripherals, mobile phones and accessories, printers, supplies, and endpoint technology software.
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.
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., Synnex Technology International Corp. (a separate entity from the Company) and Redington Group.
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.
Our suppliers include leading IT systems, system components and peripherals, software, communications and security equipment, and networking equipment manufacturers. We purchase these and other complementary products from our suppliers and sell them to our reseller and retail customers. We perform a similar function for our distribution of licensed software products.
We purchase these and other complementary products from our suppliers and sell them to our reseller and retail customers. We perform a similar function for our distribution of licensed software products.
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 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.
International Operations Approximately 47% of our consolidated revenue for fiscal year 2023 was generated by our international operations. Our end market strategy is to continue expanding internationally on a selective basis in order to provide our distribution capabilities to OEM suppliers in locations that meet their regional requirements.
Our end market strategy is to continue expanding internationally on a selective basis in order to provide our distribution capabilities to OEM suppliers in locations that meet their regional requirements.
This end-market demand is influenced by many factors including the introduction of new IT products and software by OEM suppliers, replacement cycles for existing IT products, trends toward cloud computing, overall economic growth and general business activity. A difficult and challenging economic environment may also lead to consolidation or decline in the IT industries and increased price-based competition.
This end-market demand is influenced by many factors including the introduction of new IT products and software by OEM suppliers, replacement cycles for existing IT products, trends toward cloud computing and software-as-a-service arrangements, overall economic growth and general business activity.
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. During his fifteen year tenure with FedEx Corporation (NYSE: FDX), a multinational transportation, e-commerce and business services company, Mr.
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.
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. Michael Urban is our President, Americas. Mr.
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.
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. Leung was an attorney at the law firm of Paul, Hastings, Janofsky & Walker LLP. Mr.
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.
Sales and cost concentrations in foreign jurisdictions subject us to various risks, including the impact of changes in the value of these foreign currencies relative to the United States Dollar, which in turn can impact reported sales.
Sales and cost concentrations in foreign jurisdictions subject us to various risks, including the impact of changes in the value of these foreign currencies relative to the U.S. dollar, which in turn can impact reported sales. See Note 12 – Segment Information to the Consolidated Financial Statements included in Item 8 of this Report for financial information by segment.
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. We currently have over 40 Green Teams in place to support sustainability efforts at our locations globally.
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.
Mr. Hume joined Tech Data in March 2016 as Executive Vice President, Chief Operating Officer. In June 2018, Mr. Hume was appointed as Chief Executive Officer of Tech Data and in September 2021 in conjunction with the Merger he was appointed as Chief Executive Officer of TD SYNNEX. Prior to joining Tech Data, Mr.
Henry joined Tech Data in 2015 as the Vice President of Corporate Accounting. In November 2020, he was promoted to Senior Vice President, Chief Accounting Officer and, in conjunction with the Merger in September 2021, he assumed this role for TD SYNNEX. Prior to joining Tech Data, Mr.
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 buy from us and other distributors. Our larger reseller customers also buy certain products directly from OEM suppliers.
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.
We have sales and marketing professionals in close geographic proximity to our customers and OEM suppliers. 7 Table of Contents 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 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.
Vetter was promoted to Executive Vice President, Chief Legal Officer and in conjunction with the Merger in September 2021, he assumed this role for TD SYNNEX. Prior to joining Tech Data, Mr. Vetter was employed by the law firm of Robbins, Gaynor & Bronstein, P.A. from 1984 to 1993, most recently as a partner. Mr.
In March 2003, he was promoted to Senior Vice President, and effective July 2003, was appointed Secretary. In January 2017, Mr. Vetter was promoted to Executive Vice President, Chief Legal Officer and in conjunction with the Merger in September 2021, he assumed this role for TD SYNNEX. Prior to joining Tech Data, Mr.
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.
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 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 by 2025.
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.
System integrators offer services in addition to product resale, primarily in systems customization, integration, and deployment. Retailers serve mostly individual end-users and to a small degree, small office/home office customers. We also provide systems design and integration solutions for data center servers and networking solutions built specific to our customers’ workloads and data center environments.
Our reseller customers buy from us and other distributors. Our larger reseller customers also buy certain products directly from OEM suppliers. System integrators offer services in addition to product resale, primarily in systems customization, integration, and deployment. Retailers serve mostly individual end-users and to a small degree, small office/home office customers.
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. Patrick Zammit is our Chief Operating Officer. Mr.
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.
For example, during fiscal year 2017, we acquired the Westcon-Comstor Americas distribution business and Tech Data acquired the Technology Solutions operating group of Avnet Inc. (“Avnet”). 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. As we enter new business areas, we may encounter increased competition from our current competitors and/or new competitors.
As of November 30, 2023 and 2022, no single customer comprised more than 10% of the consolidated accounts receivable balance. While we do not believe that the loss of any single customer would have a material adverse effect on us, such loss could result in an adverse impact on certain of our businesses.
While we do not believe that the loss of any single customer would have a material adverse effect on us, such loss could result in an adverse impact on certain of our businesses. 5 Table of Contents Our business is characterized by low gross profit as a percentage of revenue, or gross margin, and low operating income as a percentage of revenue, or operating margin.
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. Simon Leung is our Chief Business Officer. Prior to this role, Mr.
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.
Prior to this role, Mr. Zammit was employed for more than twenty years at Avnet, Inc (NASDAQ: AVT), an electronic components distribution company. From January 2015 to January 2017, Mr. Zammit served as Global President of Avnet Technology Solutions. Prior to that position, from October 2006 until January 2015, Mr. Zammit served as President of Avnet Electronics Marketing EMEA.
Zammit served as Chief Operating Officer until his appointment as Chief Executive Officer and as a member of our Board of Directors, effective September 1, 2024. Prior to joining our company, Mr. Zammit was employed for more than twenty years at Avnet, Inc (Nasdaq: AVT), an electronic components distribution company. From January 2015 to January 2017, Mr.
We monitor our inventory levels and attempt to time our purchases to maximize our protection under supplier programs. 5 Table of Contents Our Customers Our products are marketed globally to an active reseller base of more than 150,000 customers. Our reseller customers include value-added resellers (“VARs”), corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers (“MSPs”).
Historically, price protection and stock rotation privileges, as well as our inventory management procedures, have helped reduce the risk of loss of inventory value. We monitor our inventory levels and attempt to time our purchases to maximize our protection under supplier programs. Our Customers Our products are marketed globally to an active reseller base of more than 150,000 customers.
Henry joined Tech Data in 2015 as the Vice President of Corporate Accounting and has served as Senior Vice President, Chief Accounting Officer since November 2020. Prior to joining Tech Data, Mr. 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 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
Advanced Solutions Portfolio: • Our Advanced Solutions portfolio primarily includes data center technologies such as hybrid cloud, security, storage, networking, servers, advanced technology software and hyperscale infrastructure. Our high-growth technologies solutions, along with our services offerings, span our Endpoint and Advanced Solutions portfolios.
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.
Vetter joined Tech Data in June 1993 as Vice President, General Counsel and was promoted to Corporate Vice President, General Counsel in April 2000. In March 2003, he was promoted to Senior Vice President, and effective July 2003, was appointed Secretary. In January 2017, Mr.
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.
From 1993 to 2006, Mr. Zammit served in management positions of increasing responsibilities. Prior to joining Avnet, Mr. 12 Table of Contents Zammit was employed by Arthur Andersen from 1989 to 1993. Mr. Zammit holds a Masters in Business Administration equivalent from Paris Business School ESLSCA. David Vetter is our Chief Legal Officer. Mr.
Zammit served as Global President of Avnet Technology Solutions. Prior to that position, from October 2006 until January 2015, Mr. Zammit served as President of Avnet Electronics Marketing EMEA. From 1993 to 2006, Mr. Zammit served in management positions of increasing responsibilities. Prior to joining Avnet, Mr. Zammit was employed by Arthur Andersen from 1989 to 1993. Mr.
Our chief executive officer, who is also our chief operating decision maker, has a leadership structure aligned with the geographic regions of the Americas, Europe and Asia-Pacific and Japan (“APJ”) and reviews and allocates resources based on these geographic regions. As a result, we operate in three reportable segments based on our geographic regions: the Americas, Europe and APJ.
We operate in three reportable segments based on our geographic regions: the Americas, Europe and Asia-Pacific and Japan ("APJ"). 3 Table of Contents We have been in business since 1980 and have headquarters in both Clearwater, Florida and Fremont, California.
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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.
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We also provide systems design and integration solutions for data center servers and networking solutions built specific to our customers’ workloads and data center environments.
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For financial information by segment, refer to Note 1 2 – Segment Information, to the Consolidated Financial Statements in Item 8. We have been in business since 1980 and have headquarters in both Clearwater, Florida and Fremont, California.
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As of November 30, 2024 and 2023, no single customer comprised more than 10% of the consolidated accounts receivable balance.
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This enables us to offer comprehensive solutions to our reseller and retail customers.
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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.
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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.
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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.
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Historically, price protection and stock rotation privileges, as well as our inventory management procedures, have helped reduce the risk of loss of inventory value.
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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.
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Our business is characterized by low gross profit as a percentage of revenue, or gross margin, and low operating income as a percentage of revenue, or operating margin.
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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 .
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See Note 12 – Segment Information to the Consolidated Financial Statements included in Item 8 of this Report for additional financial information related to international and domestic operations. Seasonality Our operating results are affected by the seasonality of the IT products industry.
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We also face competition from our OEM suppliers that sell directly to resellers, retailers and end-users. The distribution industry has historically undergone, and continues to undergo, consolidation. Over the years, a number of providers within the IT distribution industry exited or merged with other providers.
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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.
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Hume was employed for more than thirty years at International Business Machines Corporation ("IBM"), (NYSE: IBM), a multinational computer hardware, middleware and software company. Most recently, from January 2015 to February 2016, Mr. Hume served as General Manager and Chief Operating Officer of Infrastructure and Outsourcing at IBM. Prior to that position, from January 2012 to January 2015, Mr.
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Hume served as General Manager, Europe where he led IBM’s multi-brand European organization. From 2008 to 2011, Mr. Hume served as General Manager, Global Business Partners, directing the growth and channel development initiatives for IBM’s Business Partner Channel. Mr. Hume holds a Bachelor of Science degree in Accounting from Pennsylvania State University.
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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. Polk joined TD SYNNEX in 2002 and served as President and Chief Executive Officer of TD SYNNEX from March 2018 to September 2021.
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Urban joined TD SYNNEX in February 2019 and served as President, Worldwide Technology Solutions Distribution until the Merger. Prior to joining TD SYNNEX, Mr. Urban was employed by Tech Data from September 2012 until January 2019, most recently serving as Corporate Vice President of Strategy, Transformation, and Global Vendor Management. Prior to Tech Data, Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn 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 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.
The loss or deterioration of our relationship with HP Inc., Apple Inc. or any other major OEM supplier, the authorization by OEM suppliers of additional distributors, the sale of products by OEM suppliers directly to our reseller and retail customers and end-users, or our failure to establish relationships with new OEM suppliers or to expand the distribution and supply chain services that we provide OEM suppliers could adversely affect our business, financial position and operating results.
The loss or deterioration of our relationship with Apple Inc., HP Inc. or any other major OEM supplier, the authorization by OEM suppliers of additional distributors, the sale of products by OEM suppliers directly to our reseller and retail customers and end-users, or our failure to establish relationships with new OEM suppliers or to expand the distribution and supply chain services that we provide OEM suppliers could adversely affect our business, financial position and operating results.
Softening demand for our products and services caused by economic downturns and over-capacity may impact our revenue, as well 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 retail customer accounts receivable.
We sell to our customers on a purchase order basis, rather than pursuant to long-term contracts or contracts with minimum purchase requirements. Consequently, our sales are subject to demand variability by our customers.
We typically sell to our customers on a purchase order basis, rather than pursuant to long-term contracts or contracts with minimum purchase requirements. Consequently, our sales are subject to demand variability by our customers.
If cash from available sources is insufficient, proceeds from our accounts receivable securitization and revolving credit programs are limited or cash is used for unanticipated needs, we may require additional capital sooner than anticipated. 17 Table of Contents In the event we are required, or elect, to raise additional funds, we may be unable to do so on favorable terms, or at all, and may incur expenses in raising the additional funds.
If cash from available sources is insufficient, proceeds from our accounts receivable securitization and revolving credit programs are limited or cash is used for unanticipated needs, we may require additional capital sooner than anticipated. 16 Table of Contents In the event we are required, or elect, to raise additional funds, we may be unable to do so on favorable terms, or at all, and may incur expenses in raising the additional funds.
In future years, our operating results may be below our expectations or those of our public market analysts or investors, which would likely cause our share price to decline. 14 Table of Contents We are subject to uncertainties and variability in demand by our customers, which could decrease revenue and adversely affect our operating results, and we have customer contracts with provisions that could cause fluctuations in our revenue.
In future years, our operating results may be below our expectations or those of our public market analysts or investors, which would likely cause our share price to decline. 13 Table of Contents We are subject to uncertainties and variability in demand by our customers, which could decrease revenue and adversely affect our operating results, and we have customer contracts with provisions that could cause fluctuations in our revenue.
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. 18 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. 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.
Any delay could impact our competitive position and result in loss of customer orders, which could impact our financial position and operating results. 16 Table of Contents We have pursued and intend to continue to pursue strategic acquisitions or investments in new markets and may encounter risks associated with these activities, which could harm our business and operating results.
Any delay could impact our competitive position and result in loss of customer orders, which could impact our financial position and operating results. 15 Table of Contents We have pursued and intend to continue to pursue strategic acquisitions or investments in new markets and may encounter risks associated with these activities, which could harm our business and operating results.
If we cannot proportionately decrease our cost structure in response to competitive price pressures, our business and operating results could suffer. 15 Table of Contents We also receive purchase discounts and rebates from OEM suppliers based on various factors, including sales or purchase volume and breadth of customers.
If we cannot proportionately decrease our cost structure in response to competitive price pressures, our business and operating results could suffer. 14 Table of Contents We also receive purchase discounts and rebates from OEM suppliers based on various factors, including sales or purchase volume and breadth of customers.
If we fail to realize the anticipated growth of our future international operations, our business and operating results could suffer. 27 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.
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.
However, the resolution of certain of these matters could be material to our operating results for any particular period. For further information regarding our current litigation matters, refer to Note 17 – Commitments and Contingencies, to the Consolidated Financial Statements in Item 8.
However, the resolution of certain of these matters could be material to our operating results for any particular period. For further information regarding our current litigation matters, refer to Note 16 – Commitments and Contingencies, to the Consolidated Financial Statements in Item 8.
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.
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.
We completed an evaluation of the effectiveness of our internal control over financial reporting for fiscal year 2023, 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 2024, and we have an ongoing program to perform the system and process evaluation and testing necessary to continue to comply with these requirements.
The realization of any or all of these risks could have a significant adverse effect on our financial results. 24 Table of Contents We rely on independent shipping companies for delivery of products, and price increases or service interruptions from these carriers could adversely affect our business and operating results.
The realization of any or all of these risks could have a significant adverse effect on our financial results. We rely on independent shipping companies for delivery of products, and price increases or service interruptions from these carriers could adversely affect our business and operating results.
Rules adopted in response to this project would 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. These rules would become effective for fiscal years starting on or after December 31, 2023 (fiscal year 2025 for the Company).
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).
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 that year.
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.
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 20 Table of Contents • 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.
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.
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 Israel-Hamas War 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 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.
Additionally, significant changes in vendor payment terms or payment arrangements could negatively impact our liquidity and financial condition. From time to time we may conduct business with a supplier without a formal agreement because the agreement has expired or was otherwise terminated.
Significant changes in these Supplier Finance Programs or in other vendor payment terms could negatively impact our liquidity and financial condition. From time to time we may conduct business with a supplier without a formal agreement because the agreement has expired or was otherwise terminated.
For example, sales of Apple Inc. products and services comprised approximately 11% of our total revenue for both fiscal years 2023 and 2022, and sales of HP Inc. products and services comprised approximately 10% and 12% of our total revenue for fiscal years 2022 and 2021, respectively.
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.
One customer accounted for 11%, 10% and 17% of our total revenue in fiscal years 2023, 2022 and 2021. The loss of one of our significant customers could result in an adverse impact on our business.
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.
We have in the past pursued, and in the future expect to pursue, acquisitions of, or investments in, businesses and assets in new markets, either within or outside the IT products and services industry, that complement or expand our existing business. For example, in September 2021, we completed the acquisition of Tech Data.
We have in the past pursued, and in the future expect to pursue, acquisitions of, or investments in, businesses and assets in new markets, either within or outside the IT products and services industry, that complement or expand our existing business.
We could be negatively impacted by the widespread outbreak of an illness or any other communicable disease, such as the outbreak of COVID-19 that occurred during fiscal 2020, or any other public health crisis that results in economic and trade disruptions, including the disruption of global supply chains.
We could be negatively impacted by the widespread outbreak of an illness, any other communicable disease, or any other public health crisis that results in economic and trade disruptions, including the disruption of global supply chains.
For example, as of November 30, 2023 , we had access to $3.5 billion in unused commitments under the TD SYNNEX revolving credit facility (as defined below). 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, 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.
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.
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.
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.
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.
These uncertainties make it difficult for us and our suppliers and customers to accurately plan future business activities. Part of our business is conducted outside of the United States, exposing us to additional risks that may not exist in the United States, which in turn could cause our business and operating results to suffer.
Part of our business is conducted outside of the United States, exposing us to additional risks that may not exist in the United States, which in turn could cause our business and operating results to suffer.
Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. Item 1B. Unresolved Staff Comments None. 28 Table of Contents
Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.
We will continue to monitor the pending legislation and implementation that follows by individual countries. 25 Table of Contents Certain countries are evaluating their tax policies and regulations, which could affect international business and may have an adverse effect on our overall tax rate, along with increasing the complexity, burden and cost of tax compliance.
Certain countries are evaluating their tax policies and regulations, which could affect international business and may have an adverse effect on our overall tax rate, along with increasing the complexity, burden and cost of tax compliance.
Our failure to adhere to or successfully implement processes in response to these and other changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations. 26 Table of Contents Global health and economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price.
Our failure to adhere to or successfully implement processes in response to these and other changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations.
Certain of our financing instruments involve variable rate debt, thus exposing us to the risk of fluctuations in interest rates. 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.
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.
Although the TD SYNNEX Credit Agreement (as defined below) 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. Changes in our credit rating may increase our interest expense or other costs of capital.
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.
In addition, if we are not able to adequately adapt to the emergence of new technology or customer demand, such as cloud-based IT infrastructure and technology-as-a-service, our future operating results could be adversely affected. 22 Table of Contents We are subject to intense competition, both in the United States and internationally, and if we fail to compete successfully, we will be unable to gain or retain market share.
In addition, if we are not able to adequately adapt to the emergence of new technology or customer demand, such as cloud-based IT infrastructure and technology-as-a-service, our future operating results could be adversely affected.
This may result in market pricing that we cannot meet without significantly lower profit on sales. We hedge some of our exposure to changes in foreign exchange rates through the use of currency forward or option contracts. Hedging foreign currencies can be risky.
Furthermore, our local competitors in certain markets may have different purchasing models that provide them reduced foreign currency exposure compared to us. This may result in market pricing that we cannot meet without significantly lower profit on sales. We hedge some of our exposure to changes in foreign exchange rates through the use of currency forward or option contracts.
While some of our debt arrangements have contractually negotiated spreads, any changes to these spreads in connection with renegotiations of our credit facilities could adversely affect our results of operations.
While some of our debt arrangements have contractually negotiated spreads, any changes to these spreads in connection with renegotiations of our credit facilities could adversely affect our results of operations. Risks Related to Our Industry Volatility in the IT industry could have a material adverse effect on our business and operating results.
The fifth section, captioned “Risks Related to the Macro-Economic and Regulatory Environment,” relates to risks which broadly affect companies operating in regions in which we operate. You should carefully review all of these sections, as well as our consolidated financial statements and notes thereto and the other information appearing in this report, for important information regarding risks that affect us.
You should carefully review all of these sections, as well as our consolidated financial statements and notes thereto and the other information appearing in this report, for important information regarding risks that affect us.
We compete with a variety of regional, national and international IT product and service providers and contract manufacturers and assemblers. In some instances, we also compete with our own customers, our own OEM suppliers and MiTAC Holdings and its affiliates.
We compete with a variety of regional, national and international IT product and service providers and contract manufacturers and assemblers. In some instances, we also compete with our own customers and our own OEM suppliers. Some of our competitors may have a broader range of services than us and may have more developed relationships with their existing customers.
As of November 30, 2023 , we had $4.1 billion in outstanding short and long-term borrowings under term loans, our Senior Notes, lines of credit, accounts receivable securitization programs and finance leases, excluding trade payables.
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.
Significant details around the rules are still under formulation and the timing around enactment remains uncertain. 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.
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.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. Interest rates in the United States and other countries where we operate have increased and may continue to increase in the future.
Interest rates in the United States and other countries where we operate have increased and may continue to increase in the future.
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 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 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.
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.
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.
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.
Changes in foreign currency exchange rates and limitations on the convertibility of foreign currencies could adversely affect our business and operating results. Approximately 47%, 45% and 37% of our revenues in fiscal years 2023, 2022 and 2021, respectively, were generated outside the United States. Most of our international revenue, cost of revenue and operating expenses are denominated in foreign currencies.
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.
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.
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.
The Organization for Economic Cooperation and Development has been working on the Base Erosion and Profit Shifting Project, which would grant additional taxing rights over profits earned by multinational enterprises to the countries in which their products are sold and services rendered.
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.
For example, if these foreign currencies appreciate against the U.S. dollar, it will be more expensive in terms of U.S. dollars to purchase inventory or pay expenses with foreign currencies. This could have a negative impact on us if revenue related to these purchases is transacted in U.S. dollars.
Changes in exchange rates between foreign currencies and the U.S. dollar may adversely affect our operating margins. For example, if these foreign currencies appreciate against the U.S. dollar, it will be more expensive in terms of U.S. dollars to purchase inventory or pay expenses with foreign currencies.
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. 23 Table of Contents Risks Related to the Macro-Economic and Regulatory Environment 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.
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.
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.
In addition, currency devaluation can result in products that we purchase in U.S. dollars being relatively more expensive to procure than products manufactured locally. Furthermore, our local competitors in certain markets may have different purchasing models that provide them reduced foreign currency exposure compared to us.
This could have a negative impact on us if revenue related to these purchases is transacted in U.S. dollars. In addition, currency devaluation can result in products that we purchase in U.S. dollars being relatively more expensive to procure than products manufactured locally.
We operate in a highly competitive environment, both in the United States and internationally.
We are subject to intense competition, both in the United States and internationally, and if we fail to compete successfully, we will be unable to gain or retain market share. We operate in a highly competitive environment, both in the United States and internationally.
The third section, captioned “Risks Related to Our Relationships with Apollo Global Management Inc. and MiTAC Holdings Corporation,” discusses risks relating to Apollo Global Management’s influence over us and our relationship with MiTAC Holdings Corporation. The fourth section, captioned “Risks Related to our Industry,” discusses risks impacting businesses operating in our industry.
The third section, captioned “Risks Related to our Industry,” discusses risks impacting businesses operating in our industry. The fourth section, captioned “Risks Related to the Macro-Economic and Regulatory Environment,” relates to risks which broadly affect companies operating in regions in which we operate.
Removed
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. 19 Table of Contents A portion of our revenue is financed by floor plan financing companies and any termination or reduction in these financing arrangements could increase our financing costs and harm our business and operating results.
Added
Additionally, we have certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating OEM suppliers' ability to sell their accounts receivable from us to third-party financial institutions, at the sole discretion of these OEM suppliers. As part of these arrangements, we generally receive more favorable payment terms from the participating OEM suppliers.
Removed
A portion of our product distribution revenue is financed by floor plan financing companies. Floor plan financing companies are engaged by our customers to finance, or floor, the purchase of products from us.
Added
Changes in our credit rating may increase our interest expense or other costs of capital. Certain of our financing instruments involve variable rate debt, thus exposing us to the risk of fluctuations in interest rates.
Removed
In exchange for a fee that is either subsidized by our OEM suppliers or paid by us, we transfer the risk of loss on the sale of our products to the floor plan companies. These arrangements with financing companies allow our business to operate at much lower relative working capital levels than if such programs were not available.
Added
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.
Removed
If these floor plan arrangements are terminated or substantially reduced, the need for more working capital and the increased financing cost could harm our business and operating results.
Added
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.
Removed
Risks Related to Our Relationships with Apollo Global Management, Inc. and MiTAC Holdings Corporation The concentration of ownership of our common stock among our executive officers, directors and principal stockholders could allow them to influence all matters requiring stockholder approval and could delay or prevent a change in control of TD SYNNEX.
Added
Global health and economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price.
Removed
As of November 30, 2023, our executive officers, directors and principal stockholders owned approximately 43% of our outstanding common stock. In particular, Apollo Global Management, Inc. (“Apollo”) and its affiliates owned approximately 32% of our common stock. Apollo is the private equity company that through its affiliates owned Tech Data prior to the Merger.
Added
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.
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As part of the Merger, 44 million shares of TD SYNNEX common stock were issued to Apollo.
Removed
Additionally, the Company entered into an Investor Rights Agreement at the closing of the Merger, which provides that the board of directors be comprised of at least eleven directors, and that affiliates of Apollo have the right to nominate (i) up to four directors , if Apollo and its affiliates own 30% or more of the outstanding shares of TD SYNNEX common stock; (ii) up to three directors if Apollo and its affiliates own between 20% and 30% of the outstanding shares of TD SYNNEX common stock; (iii) up to two directors, if Apollo and its affiliates own between 10% and 20% of the outstanding shares of TD SYNNEX common stock; or (iv) up to one director, if Apollo and its affiliates own between 5% and 10% of the outstanding shares of TD SYNNEX common stock.
Removed
As a result, Apollo is in a position to influence (subject to organizational documents and Delaware law) the composition of the Company’s board of directors and the outcome of corporate actions requiring stockholder approval, such as mergers, business combinations and dispositions of assets, among other corporate transactions.
Removed
This concentration of investment and voting power could discourage others from initiating a potential merger, takeover or other change of 21 Table of Contents control transaction that may otherwise be beneficial to TD SYNNEX and its stockholders, which could adversely affect the market price of TD SYNNEX common stock.
Removed
There could be potential conflicts of interest between us and MiTAC Holdings Corporation and its affiliates, which could affect our business and operating results. As of November 30, 2023 , MiTAC Holdings Corporation (“MiTAC Holdings”) and its affiliates owned approximately 9.3% of our common stock.
Removed
MiTAC Holdings’ and its affiliates’ continuing beneficial ownership of our common stock could create conflicts of interest with respect to a variety of business matters. For example, we currently purchase inventories from MiTAC Holdings and its affiliates. Similar risks could exist as a result of Matthew F.C.
Removed
Miau’s positions as our Chairman Emeritus, a member of our Board of Directors, the Chairman of MiTAC Holdings and as a director or officer of MiTAC Holdings’ affiliates. For fiscal year 2023, Mr. Miau received the same compensation as our independent directors. Mr.
Removed
Miau’s compensation as one of our directors is based upon the approval of the Nominating and Corporate Governance Committee, which is solely composed of independent members of the Board of Directors.
Removed
We also have adopted a policy requiring material transactions in which any of our directors has a potential conflict of interest to be approved by our Audit Committee, which is also composed of independent members of the Board of Directors.
Removed
Synnex Technology International Corp., or Synnex Technology International, a publicly-traded company based in Taiwan and affiliated with MiTAC Holdings, currently provides distribution and fulfillment services to various markets in Asia and Australia, and is also a competitor of ours.
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As of November 30, 2023, MiTAC Incorporated, a privately-held company based in Taiwan and a separate entity from MiTAC Holdings, directly and indirectly owned approximately 15.7% of Synnex Technology International and approximately 8.4% of MiTAC Holdings. As of November 30, 2023, MiTAC Holdings directly and indirectly owned 1.0% of Synnex Technology International.
Removed
In addition, MiTAC Holdings directly and indirectly owned approximately 14.1% of MiTAC Incorporated and Synnex Technology International directly and indirectly owned approximately 18.4% of MiTAC Incorporated as of November 30, 2023. Synnex Technology International indirectly through its ownership of Peer Developments Limited owned approximately 3.9% of our outstanding common stock as of November 30, 2023 .
Removed
Neither MiTAC Holdings, nor Synnex Technology International is restricted from competing with us. In the future, we may increasingly compete with Synnex Technology International, particularly if our business in Asia expands or Synnex Technology International expands its business into geographies or customers we serve.
Removed
The future sale of a large number of shares by Apollo or MiTAC Holdings, including as the result of the exercise of registration rights, may adversely affect the market price of the Company’s common stock.
Removed
We have granted registration rights to Apollo pursuant to an Investors Rights Agreement dated September 1, 2021, and to MiTAC Holdings pursuant to a Letter Agreement dated September 3, 2021, that require us to register their shares for resale in certain circumstances.
Removed
On January 30, 2023, we announced the closing of a secondary public offering (the "January Offering") of an aggregate of approximately 5.2 million shares of our common stock that were sold by certain entities managed by Apollo.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our principal executive offices are located in Fremont, California and Clearwater, Florida. Our Fremont property is owned by us, 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 14.1 million square feet, including warehouse, logistics and administrative facilities.
Biggest changeItem 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.
We own approximately 2.7 million square feet of property and lease the remainder. Our facilities are located in the following principal markets: the Americas – 55, Europe – 69 and APJ – 44. 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.
We 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeTech Data agreed with French authorities to make eight equal installment payments in relation to the fine assessed for a total amount of €22.8 million on a quarterly basis from January 2021 through October 2022. On October 6, 2022, the appeals court issued a ruling that reduced the fine imposed on us from €76.1 million to €24.9 million.
Biggest changeThe Company appealed its determination to the French courts, seeking to set aside or reduce the fine. On October 6, 2022, the appeals court issued a ruling that reduced the fine imposed on us from €76.1 million to €24.9 million. As a result of the appeals court ruling, the Company paid €24.9 million through fiscal year 2022.
The French Autorité de la Concurrence (“Competition Authority”) began in 2013 an investigation into the French market for certain products of Apple, Inc., (“Apple”) for which we are a distributor.
In 2013, the French Autorité de la Concurrence (“Competition Authority”) began an investigation into the French market for certain products of Apple, Inc., (“Apple”) for which we are a distributor.
In March 2020, the Competition Authority imposed fines on Tech Data, on another distributor, and on Apple, finding that Tech Data entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The initial fine imposed on Tech Data was €76.1 million. We appealed its determination to the French courts, seeking to set aside or reduce the fine.
In March 2020, the Competition Authority imposed fines on the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The initial fine imposed on the Company was €76.1 million.
We decreased our accrual established for this matter by $10.8 million during fiscal year 2022 which was recorded in "Other (expense) income, net" in the Consolidated Statement of Operations. A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, Tech Data and another distributor was filed by eBizcuss.
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.
Removed
Although we believed we had strong arguments on appeal, we determined that the best estimate of probable loss related to this matter as of November 30, 2021 was €36.0 million. Under French law, the pendency of our appeal does not suspend the obligation to pay the fine.
Added
A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, the Company and another distributor was filed by eBizcuss. On November 25, 2024, the Paris Commercial Court ruled in favor of the Company and the other defendants and dismissed the claims in the eBizcuss civil lawsuit.
Removed
We continue to contest the arguments of the Competition Authority and have further appealed this matter.
Added
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
Removed
As a result of the appeals court ruling, we have determined that the best estimate of probable loss related to this matter as of November 30, 2023 is €24.9 million (approximately $27.3 million as of November 30, 2023), which was paid in full in fiscal year 2022.
Removed
We are currently evaluating this matter and cannot currently estimate the probability or amount of any potential loss. Item 4. Mine Safety Disclosures Not applicable. 29 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn January 2023, our Board of Directors authorized a new three-year $1.0 billion share repurchase program (the "new share repurchase program"), replacing the existing $400.0 million 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.
Biggest changeIn 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").
Stock Price Performance Graph The stock price performance graph below, which assumes a $100 investment on November 30, 2018, compares our cumulative total stockholder return, the S&P Midcap 400 Index and Computer and Peripheral Equipment index for the period beginning November 30, 2018 through November 30, 2023.
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.
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 17, 2024, our common stock was held by approximately 2,400 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 15, 2025, our common stock was held by approximately 2,250 stockholders of record.
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 $98.64 on November 30, 2023.
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.
Dividends declared per share by fiscal quarter in 2023 and 2022 were as follows: Fiscal Years Ended November 30, 2023 2022 First Quarter $ 0.350 $ 0.300 Second Quarter $ 0.350 $ 0.300 Third Quarter $ 0.350 $ 0.300 Fourth Quarter $ 0.350 $ 0.300 On January 9, 2024, the Company announced a cash dividend of $0.40 per share to stockholders of record as of January 19, 2024, payable on January 26, 2024.
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 are subject to continued capital availability and the declaration by our Board of Directors in the best interest of our stockholders. The Company currently expects that comparable cash dividends will continue to be paid in the future.
Dividends are subject to continued capital availability and the declaration by our Board of Directors in the best interest of our stockholders. The Company currently expects that comparable cash dividends will continue to be paid in the future. Repurchases of Equity Securities In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program.
The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended November 30, 2023: 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, 2023 459 $ 100.45 459 $ 692,672 October 1 - October 31, 2023 3,081 95.10 3,081 399,625 November 1 - November 30, 2023 41 92.15 41 395,875 Total 3,581 $ 95.76 3,581 _________________________ (1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions. 31 Table of Contents Item 6. [Reserved]
The 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.
Fiscal Years Ended 11/30/2018 11/30/2019 11/30/2020 11/30/2021 11/30/2022 11/30/2023 TD SYNNEX Corporation $ 100.00 $ 154.40 $ 202.10 $ 269.70 $ 270.08 $ 264.11 S&P Midcap 400 Index $ 100.00 $ 108.86 $ 119.42 $ 151.03 $ 146.07 $ 147.77 Computers and Peripheral Equipment $ 100.00 $ 134.71 $ 225.64 $ 244.22 $ 192.94 $ 194.11 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.
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.
Removed
Repurchases of Equity Securities In June 2020, our Board of Directors authorized a three-year $400.0 million share repurchase program, effective July 1, 2020.
Added
The March 2024 share repurchase authorization does not have an expiration date.
Removed
The prior $400.0 million share repurchase program was terminated on January 4, 2023, when it was replaced by the new share repurchase program, which will expire on January 3, 2026.
Removed
On October 10, 2023, we announced the October Offering of an aggregate of 7.8 million shares (which includes approximately 1.0 million additional shares that underwriters had the option to purchase) of which approximately 6.8 million shares were sold by certain entities managed by Apollo Global Management, Inc. and 966 thousand shares were sold by certain entities affiliated with MiTAC Holdings Corporation.
Removed
All of the shares in the October Offering were sold by the Selling Stockholders. We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the October Offering.
Removed
Also pursuant to the related underwriting agreement, we repurchased 2.8 million shares from the underwriters as part of the October Offering, at a repurchase price of $95.5135 per share, resulting in a purchase price of approximately $262.7 million (the "Concurrent Share Repurchase").
Removed
The Concurrent Share Repurchase was made under our existing share repurchase program, and is included within the activity for the month of October shown in the table below.

Item 7. Management's Discussion & Analysis

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

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Biggest changeOperating 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, 2023 and 2022 : Fiscal Years Ended November 30, Percent Change 2023 2022 2023 to 2022 Operating Income and Operating Margin - Consolidated (in thousands) Revenue $ 57,555,416 $ 62,343,810 Operating income $ 1,078,032 $ 1,050,873 2.6 % Acquisition, integration and restructuring costs 206,235 222,319 Amortization of intangibles 293,737 299,162 Share-based compensation 49,273 38,994 Purchase accounting adjustments 15,047 112,691 Non-GAAP operating income $ 1,642,324 $ 1,724,039 (4.7) % Operating margin 1.87 % 1.69 % Non-GAAP operating margin 2.85 % 2.77 % Consolidated operating income increased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to a decrease in purchase accounting adjustments related to the Merger and an improvement in gross margin due to product mix, including an increase in revenue in our Advanced Solutions portfolio and margin expansion in high-growth technologies, partially offset by the decline in revenues in our Endpoint Solutions portfolio and higher personnel costs.
Biggest changeDuring 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.
The Merger We 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, 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.
For additional information on our share repurchase program, see Note 6 - 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 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.
Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 5 – Share-Based Compensation to the Consolidated Financial Statements for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.
Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 4 – Share-Based Compensation to the Consolidated Financial Statements for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.
We performed our annual goodwill impairment test as of September 1, 2023 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, 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.
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.
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.
Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue. 46 Table of Contents Goodwill, intangible assets and long-lived assets The values assigned to intangible assets include estimates and judgment regarding expectations for the length of customer relationships acquired in a business combination.
Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue. Goodwill, intangible assets and long-lived assets The values assigned to intangible assets include estimates and judgment regarding expectations for the length of customer relationships acquired in a business combination.
Our business includes operations in the Americas, Europe and APJ, so we are affected by demand for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the U.S. dollar.
Our business includes operations in the Americas, Europe and Asia-Pacific and Japan ("APJ"), so we are affected by demand for our products in those regions, as well as the impact of fluctuations in foreign currency exchange rates compared to the U.S. dollar.
Revenue in constant currency is calculated by translating the revenue for the fiscal year ended November 30, 2023 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, 2024 in the billing currency using the comparable prior period currency conversion rate.
We also have a credit agreement, dated as of April 16, 2021 and amended May 22, 2023 (as amended, the "TD SYNNEX Credit Agreement"), pursuant to which we received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $3.5 billion, which revolving credit facility (the "TD SYNNEX revolving credit facility") may, at our request but subject to the lenders' discretion, potentially be increased by up to an aggregate amount of $500.0 million.
We also have an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the "TD SYNNEX Credit Agreement"), pursuant to which we received commitments for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $3.5 billion, which revolving credit facility (the "TD SYNNEX Revolving Credit Facility") may, at our request but subject to the lenders' discretion, potentially be increased by up to an aggregate amount of $500.0 million.
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 2023 and 2022 items and year-to-year comparisons between fiscal 2023 and 2022.
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.
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, legal settlements and other litigation, net, income taxes related to the aforementioned items, as well as a capital loss carryback benefit . • 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, legal settlements and other litigation, net, income taxes related to the aforementioned items, as well as a capital loss carryback benefit . 33 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.
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.
Discussions of fiscal 2021 items and year-to-year comparisons between fiscal 2022 and 2021 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, 2022 filed with the SEC on January 24, 2023.
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.
Long-lived asset charges and termination fees include accelerated depreciation and amortization expense of $17.4 million and $64.4 million during fiscal years 2023 and 2022, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems.
Long-lived asset charges and termination fees 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.
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 $1.0 billion and $522.6 million as of November 30, 2023 and 2022, respectively.
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.
For additional information on our borrowings, see Note 11 - Borrowings to the Consolidated Financial Statements included in Part II, Item 8 of this Report. Accounts Receivable Purchase Agreements We have uncommitted supply-chain financing programs under which trade accounts receivable owed by certain customers may be acquired, without recourse, by certain financial institutions.
For additional information on our borrowings, see Note 10 - Borrowings to the Consolidated Financial Statements included in Part II, Item 8 of this Report. Accounts Receivable Purchase Agreements We have uncommitted accounts receivable purchase agreements under which trade accounts receivable owed by certain customers may be acquired, without recourse, by certain financial institutions.
At November 30, 2023 and 2022, we had a total of $864.6 million and $1.4 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, 2023 and 2022 totaled $51.1 million and $26.2 million, respectively.
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.
We have had similar borrowing arrangements with various financial institutions throughout our years as a public company. We had total outstanding borrowings of approximately $4.1 billion as of November 30, 2023 and 2022.
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.
Our borrowings on these facilities vary within the period primarily based on changes in our working capital. There was $208.7 million outstanding on these facilities at November 30, 2023, at a weighted average interest rate of 7.52%, and there was $193.1 million outstanding at November 30, 2022, at a weighted average interest rate of 4.69%.
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 interest expense and finance charges net, increased during fiscal year 2023, compared to fiscal year 2022, primarily due to higher average interest rates, along with increased costs associated with the sale of accounts receivable due to higher discount fees, which totaled $51.1 million and $26.2 million during the fiscal years ended November 30, 2023 and 2022, respectively.
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.
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 December 11, 2023, has a maturity date of December 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.
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 2024 and 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 satisfy our current and planned working capital and investment needs, for the next twelve months in all geographies.
In July 2023, we offered a voluntary severance program ("VSP") to certain co-workers in the United States as part of our cost optimization efforts related to the Merger. We incurred $52.1 million of costs in connection with the VSP during the fiscal year ended November 30, 2023, including $42.3 million of severance costs and $9.8 million of duplicative labor costs.
In July 2023, we offered a voluntary severance program ("VSP") to certain co-workers in the United States as part of our cost optimization efforts related to the Merger. We incurred $10.1 million of costs in connection with the VSP during fiscal year 2024, including $8.0 million of severance costs and $2.1 million of duplicative labor costs.
Gross Profit Fiscal Years Ended November 30, Percent Change 2023 2022 2023 to 2022 Gross Profit and Gross Margin - Consolidated (in thousands) Revenue $ 57,555,416 $ 62,343,810 (7.7) % Gross profit $ 3,956,829 $ 3,900,199 1.5 % Purchase accounting adjustments 15,047 96,128 Non-GAAP gross profit $ 3,971,876 $ 3,996,327 (0.6) % GAAP gross margin 6.87 % 6.26 % Non-GAAP gross margin 6.90 % 6.41 % 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.
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.
The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar. APJ Commentary During the fiscal year ended November 30, 2023, APJ revenue increased by $295.8 million and APJ revenue in constant currency increased by $415.5 million, as compared to the prior fiscal year.
The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar. 34 Table of Contents APJ Commentary During the fiscal year ended November 30, 2024, APJ revenue increased by $467.2 million and APJ revenue in constant currency increased by $539.5 million, as compared to the prior fiscal year.
These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities. Operating Activities Net cash provided by operating activities was $1.4 billion during fiscal year 2023 compared to net cash used in operating activities of $49.6 million during fiscal year 2022.
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.
Selling, General and Administrative Expenses Fiscal Years Ended November 30, Percent Change 2023 2022 2023 to 2022 (in thousands) Selling, general and administrative expenses $ 2,672,562 $ 2,627,007 1.7 % Percentage of revenue 4.64 % 4.21 % 36 Table of Contents Our selling, general and administrative expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs.
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.
Provision for Income Taxes Fiscal Years Ended November 30, Percent Change 2023 2022 2023 vs. 2022 (in thousands) Provision for income taxes $ 162,597 $ 175,823 (7.5) % Percentage of income before income taxes 20.59 % 21.26 % 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 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.
Our outstanding borrowings include Senior Notes of $2.5 billion at November 30, 2023 and 2022, and term loans under the term loan facility of the TD SYNNEX Credit Agreement of approximately $1.3 billion and $1.4 billion at November 30, 2023 and 2022, 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.
For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.8% and 0.7% of net income for the fiscal years ended November 30, 2023 and 2022, respectively. 42 Table of Contents Liquidity and Capital Resources Cash Conversion Cycle Three Months Ended November 30, 2023 November 30, 2022 (in thousands) Days sales outstanding ("DSO") Revenue (a) $ 14,407,306 $ 16,247,957 Accounts receivable, net (b) 10,297,814 9,420,999 Days sales outstanding (c) = ((b)/(a))*the number of days during the period 65 53 Days inventory outstanding ("DIO") Cost of revenue (d) $ 13,388,727 $ 15,188,238 Inventories (e) 7,146,274 9,066,620 Days inventory outstanding (f) = ((e)/(d))*the number of days during the period 49 54 Days payable outstanding ("DPO") Cost of revenue (g) $ 13,388,727 $ 15,188,238 Accounts payable (h) 13,347,281 13,988,980 Days payable outstanding (i) = ((h)/(g))*the number of days during the period 91 84 Cash conversion cycle ("CCC") (j) = (c)+(f)-(i) 23 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% 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.
Other Expense, Net Fiscal Years Ended November 30, Percent Change 2023 2022 2023 vs. 2022 (in thousands) Other expense, net $ 206 $ 1,165 (82.3) % Percentage of revenue 0.00 % 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.
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.
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.
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.
See Note 3 - Acquisitions to the Consolidated Financial Statements for further information. 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.
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.
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.
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.
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, 2023, we were in compliance with the financial covenant requirements for the above arrangements.
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.
Long-lived asset charges and termination fees also include $24.4 million recorded during fiscal year 2023 for termination fees related to certain IT systems, along with $4.7 million recorded during fiscal year 2022 for impairment charges.
Long-lived asset charges and termination fees also include $17.0 million and $24.4 million recorded during fiscal years 2024 and 2023, respectively, for termination fees related to certain IT systems.
APJ operating margin and non-GAAP operating margin were relatively flat, compared to the prior fiscal year. 40 Table of Contents Interest Expense and Finance Charges, Net Fiscal Years Ended November 30, Percent Change 2023 2022 2023 vs. 2022 (in thousands) Interest expense and finance charges, net $ 288,318 $ 222,578 29.5 % Percentage of revenue 0.50 % 0.36 % 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 facilities, 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 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.
Our income tax expense decreased during the fiscal year ended November 30, 2023, as compared to the prior fiscal year, primarily due to lower income during the period along with a lower effective tax rate.
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.
A greater percentage of our revenue was presented on a net basis due to changes in product mix, which positively impacted our gross margin by approximately 24 basis points.
The presentation of additional revenues on a net basis due to changes in product mix positively impacted our gross margin by approximately 14 basis points.
The increases are primarily driven by high-growth technologies and our Advanced Solutions portfolio. 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 Japanese yen against the U.S. Dollar.
As we do not have access to information regarding the amount of inventory purchased from us still on hand with the customer at any point in time, our repurchase obligations relating to inventory cannot be reasonably estimated. 45 Table of Contents Critical Accounting Policies and Estimates The discussions and analysis of our consolidated financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in conformity with GAAP.
As we do not have access to information regarding the amount of inventory purchased from us still on hand with the customer at any point in time, our repurchase obligations relating to inventory cannot be reasonably estimated.
Consolidated non-GAAP operating income decreased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to the decrease in revenue in our Endpoint Solutions portfolio and higher personnel costs, partially offset by an increase in gross margin due to product mix, including an increase in revenue in our Advanced Solutions portfolio and margin expansion in high-growth technologies.
Consolidated non-GAAP operating income slightly decreased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to a decrease in strategic technologies gross margins and higher personnel costs, partially offset by the increase in revenue and lower credit costs.
We repurchased 6.5 million shares of common stock for $620.7 million and 1.3 million shares of common stock for $125.0 million in fiscal 2023 and 2022, respectively. As of November 30, 2023, we had $395.9 million available for future repurchases of our common stock.
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.
Selling, general and administrative expenses increased in fiscal year 2023, compared to fiscal year 2022, primarily due to higher personnel costs. Selling, general and administrative expenses increased as a percentage of revenue, compared to the prior year period, primarily due to a decrease in revenue in our Endpoint Solutions portfolio and higher personnel costs.
Selling, general and administrative expenses increased in fiscal year 2024, compared to fiscal year 2023, primarily due to higher personnel costs and higher share-based compensation expense, partially offset by lower credit costs. Selling, general and administrative expenses as a percentage of revenue was relatively flat compared to the prior year period.
In January 2023, the Board of Directors authorized a new three-year $1.0 billion share repurchase program, replacing the existing $400.0 million share repurchase program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions.
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.
We seek to acquire new OEM relationships, enhance our supply chain and integration capabilities, the services we provide to our customers and OEM suppliers, and expand our geographic footprint. 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: 2023 2022 Revenue 100.00 % 100.00 % Cost of revenue (93.13) % (93.74) % Gross profit 6.87 % 6.26 % Selling, general and administrative expenses (4.64) % (4.21) % Acquisition, integration and restructuring costs (0.36) % (0.36) % Operating income 1.87 % 1.69 % Interest expense and finance charges, net (0.50) % (0.36) % Other (expense) income, net 0.00 % 0.00 % Income before income taxes 1.37 % 1.33 % Provision for income taxes (0.28) % (0.29) % Net income 1.09 % 1.04 % 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, 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.
Americas operating margin increased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to increased gross margin in the region due to product mix and a decrease in purchase accounting adjustments related to the Merger, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decrease in revenues in our Endpoint Solutions portfolio and costs incurred related to the VSP.
APJ operating margin and non-GAAP operating margin decreased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to a decrease in gross margin in the region, partially offset by a decrease in selling, general and administrative expenses as a percentage of revenue due to the increase in revenue.
Fiscal Years Ended November 30, Percent Change 2023 2022 2023 vs. 2022 Operating Income and Operating Margin - APJ (in thousands) Revenue $ 3,559,260 $ 3,263,497 Operating income $ 104,950 $ 89,521 17.2 % Acquisition, integration and restructuring costs 3,299 8,630 Amortization of intangibles 2,488 2,571 Share-based compensation 2,063 1,371 Non-GAAP operating income $ 112,800 $ 102,093 10.5 % GAAP operating margin 2.95 % 2.74 % Non-GAAP operating margin 3.17 % 3.13 % APJ operating income and non-GAAP operating income increased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to increased sales in the region due to high-growth technologies and our Advanced Solutions portfolio partially offset by higher personnel costs.
Europe 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.
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.
We expect that any such expansions would require an initial investment in working capital, personnel, facilities and operations.
AR Arrangement or the TD SYNNEX revolving credit facility at November 30, 2023 and 2022. 44 Table of Contents We have various other committed and uncommitted lines of credit with financial institutions, finance leases, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $583.1 million in borrowing capacity as of November 30, 2023.
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.
Americas non-GAAP operating margin increased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to increased gross margin in the region due to product mix, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decrease in revenues. 39 Table of Contents Fiscal Years Ended November 30, Percent Change 2023 2022 2023 vs. 2022 Operating Income and Operating Margin - Europe (in thousands) Revenue $ 19,422,297 $ 20,289,211 Operating income $ 236,477 $ 227,249 4.1 % Acquisition, integration and restructuring costs 37,091 76,634 Amortization of intangibles 121,680 121,220 Share-based compensation 11,255 7,906 Purchase accounting adjustments 15,047 47,574 Non-GAAP operating income $ 421,550 $ 480,583 (12.3) % GAAP operating margin 1.22 % 1.12 % Non-GAAP operating margin 2.17 % 2.37 % Europe operating income and operating margin increased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to an increase in gross margin in the region due to product mix, a decrease in purchase accounting adjustments related to the Merger, and a decrease in acquisition, integration, and restructuring costs, partially offset by the impact of the decline in revenues in our Endpoint Solutions portfolio and an increase in personnel costs.
Fiscal Years Ended November 30, Percent Change 2024 2023 2024 vs. 2023 Operating Income and Operating Margin - Europe (in thousands) Revenue $ 19,634,156 $ 19,422,297 Operating income $ 263,913 $ 236,477 11.6 % Acquisition, integration and restructuring costs 16,831 37,091 Amortization of intangibles 123,567 121,680 Share-based compensation 20,318 11,255 Purchase accounting adjustments — 15,047 Non-GAAP operating income $ 424,629 $ 421,550 0.7 % Operating margin 1.34 % 1.22 % Non-GAAP operating margin 2.16 % 2.17 % Europe 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, the prior year impact of purchase accounting adjustments related to the Merger and an increase in revenue.
Share Repurchase Program In June 2020, the Board of Directors authorized a three-year $400.0 million share repurchase program, effective July 1, 2020.
Share Repurchase Program In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program.
Our non-GAAP gross margin increased during the fiscal year ended November 30, 2023, as compared to the prior fiscal year, primarily due to product mix, including an increase in revenue in our Advanced Solutions portfolio and margin expansion in high-growth technologies.
Our gross profit, on both a GAAP and non-GAAP basis, increased during the fiscal year ended November 30, 2024, as compared to the prior fiscal year, primarily due to the increase in revenue.
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, 2023 under these agreements and we are not aware of any pending customer defaults or repossession obligations.
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.
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, 2023 and 2022: Revenue The following table summarizes our revenue and change in revenue by segment for the fiscal years ended November 30, 2023 and 2022: Fiscal Years Ended November 30, Percent Change 2023 2022 2023 to 2022 Revenue in constant currency (in thousands) Consolidated Revenue $ 57,555,416 $ 62,343,810 (7.7) % Impact of changes in foreign currencies 99,152 — Revenue in constant currency $ 57,654,568 $ 62,343,810 (7.5) % Americas Revenue $ 34,573,859 $ 38,791,102 (10.9) % Impact of changes in foreign currencies 148,146 — Revenue in constant currency $ 34,722,005 $ 38,791,102 (10.5) % Europe Revenue $ 19,422,297 $ 20,289,211 (4.3) % Impact of changes in foreign currencies (168,747) — Revenue in constant currency $ 19,253,550 $ 20,289,211 (5.1) % APJ Revenue $ 3,559,260 $ 3,263,497 9.1 % Impact of changes in foreign currencies 119,753 — Revenue in constant currency $ 3,679,013 $ 3,263,497 12.7 % Consolidated Commentary During the fiscal year ended November 30, 2023, consolidated revenue decreased by $4.8 billion and consolidated revenue in constant currency decreased by $4.7 billion, 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. 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.
The TD SYNNEX Credit Agreement has a maturity date of September 2026 and, in the case of the TD SYNNEX revolving credit facility, subject to two one-year extensions upon our prior notice to the lenders and the agreement of the lenders to extend such maturity date. The outstanding amount of our borrowings under 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.
Consolidated non-GAAP operating margin increased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to an increase in gross margin due to product mix, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decrease in revenues in our Endpoint Solutions portfolio and higher personnel costs. 38 Table of Contents Fiscal Years Ended November 30, Percent Change 2023 2022 2023 to 2022 Operating Income and Operating Margin - Americas (in thousands) Revenue $ 34,573,859 $ 38,791,102 Operating income $ 736,605 $ 734,103 0.3 % Acquisition, integration and restructuring costs 165,845 137,055 Amortization of intangibles 169,569 175,371 Share-based compensation 35,955 29,717 Purchase accounting adjustments — 65,117 Non-GAAP operating income $ 1,107,974 $ 1,141,363 (2.9) % GAAP operating margin 2.13 % 1.89 % Non-GAAP operating margin 3.20 % 2.94 % Americas operating income was flat during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to increased gross margin in the region due to product mix, including an increase in revenue in our Advanced Solutions portfolio and margin expansion in high-growth technologies, and a decrease in purchase accounting adjustments related to the Merger, offset by the decrease in revenue in our Endpoint Solutions portfolio and costs incurred related to the VSP.
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.
Our gross profit increased during the fiscal year ended November 30, 2023, as compared to the prior fiscal year, primarily due to the impact of lower purchase accounting adjustments related to the Merger and our improved gross margin, partially offset by the impact of a decline in revenue in our Endpoint Solutions portfolio.
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.
Americas non-GAAP operating income decreased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to the decrease in revenue in our Endpoint Solutions portfolio, partially offset by increased gross margin in the region due to product mix, including an increase in revenue in our Advanced Solutions portfolio and margin expansion in high-growth technologies.
Americas non-GAAP operating income decreased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to the decrease in strategic technologies gross margins, partially offset by lower credit costs.
The effective tax rate for fiscal year 2023 was 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 a tax benefit recorded in the prior year related to a capital loss carryback. 41 Table of Contents 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, 2023 2022 Net Income- Consolidated (in thousands) Net Income $ 626,911 $ 651,307 Acquisition, integration and restructuring costs 213,585 231,008 Amortization of intangibles 293,737 299,162 Share-based compensation 49,273 38,994 Purchase accounting adjustments 15,047 112,691 Legal settlements and other litigation, net — (10,792) Income taxes related to above (144,994) (166,129) Income tax capital loss carryback benefit — (8,299) Non-GAAP net income $ 1,053,559 $ 1,147,942 Fiscal Years Ended November 30, 2023 2022 Diluted Earnings Per Common Share Diluted EPS (1) $ 6.70 $ 6.77 Acquisition, integration and restructuring costs 2.28 2.40 Amortization of intangibles 3.14 3.11 Share-based compensation 0.53 0.41 Purchase accounting adjustments 0.16 1.17 Legal settlements and other litigation, net — (0.11) Income taxes related to above (1.55) (1.73) Income tax capital loss carryback benefit — (0.09) Non-GAAP diluted EPS $ 11.26 $ 11.94 _________________________ (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, 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.
Europe non-GAAP operating income and non-GAAP operating margin decreased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to the impact of the decline in revenues in our Endpoint Solutions portfolio and an increase in personnel costs, partially offset by an increase in gross margin in the region due to product mix.
Americas non-GAAP operating margin decreased during the fiscal year ended November 30, 2024, compared to the prior fiscal year, primarily due to the decrease in strategic technologies gross margins, partially offset by lower credit costs and the impact of the presentation of additional revenue on a net basis due to changes in product mix.
The TD SYNNEX Credit Agreement also includes a $1.5 billion term loan facility that was fully funded in connection with the Merger.
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.
Other costs are primarily comprised of personnel costs, facilities costs and certain professional services fees not related to restructuring activities. We incurred acquisition, integration, and restructuring costs under the GBO 2 Program of $9.4 million and $31.5 million during the fiscal years ended November 30, 2023 and 2022 , respectively.
Costs related to the GBO 2 Program were $3.9 million and $9.4 million during the fiscal years ended November 30, 2024 and 2023 , respectively. Acquisition, integration and restructuring costs related to other acquisitions were $3.0 million for fiscal year 2024. We do not expect to incur additional costs under the GBO 2 Program in future periods.
Our non-GAAP gross profit decreased during the fiscal year ended November 30, 2023, as compared to the prior fiscal year, primarily due to the impact of a decline in revenue in our Endpoint Solutions portfolio, partially offset by our improved gross margin.
Our gross margin, on both a GAAP and non-GAAP basis, slightly decreased during the fiscal year ended November 30, 2024, as compared to the prior fiscal year, primarily due to higher strategic technologies margins in the prior year period.
During fiscal year 2023, our other expense, net was relatively flat, compared to fiscal year 2022. Fiscal year 2023 activity was driven primarily by foreign currency hedging costs, partially offset by legal settlements received.
Fiscal year 2024 other expense, net consisted primarily of foreign currency hedging costs. Fiscal year 2023 other expense, net was lower due to legal settlements received of $10.7 million, which partially offset our foreign currency hedging costs. These legal settlements did not recur in fiscal year 2024.
A greater percentage of our revenue was presented on a net basis due to changes in product mix, which contributed to the increase in selling, general and administrative expenses as a percentage of revenue by approximately 17 basis points.
A greater percentage of our revenue was presented on a net basis due to changes in product mix, which increased the ratio of selling, general and administrative expenses as a percentage of revenue for fiscal year 2024 by approximately 10 basis points. 35 Table of Contents Acquisition, Integration and Restructuring Costs Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger and costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”).
The decreases are primarily driven by a decline in our Endpoint Solutions portfolio as the industry experienced a post-pandemic decline in demand for personal computer ecosystem products, partially offset by growth in our Advanced Solutions portfolio. A greater percentage of our revenue was presented on a net basis, which negatively impacted our revenue growth by approximately 4%.
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 increase as compared to fiscal year 2022 is primarily due to an increase in integration related capital expenditures due to the Merger. Financing Activities Net cash used in financing activities was $785.9 million and $275.6 million during fiscal years 2023 and 2022, respectively.
Financing Activities Net cash used in financing activities was $953.1 million and $785.9 million during fiscal years 2024 and 2023, respectively.
The favorable change in inventory was partially offset by a corresponding unfavorable change in accounts payable. 43 Table of Contents Investing Activities Net cash used in investing activities was $156.4 million and $115.5 million during fiscal years 2023 and 2022, respectively.
Investing Activities Net cash used in investing activities was $193.8 million and $156.4 million during fiscal years 2024 and 2023, respectively.
A greater percentage of our revenue was presented on a net basis due to changes in product mix, which negatively impacted our revenue growth by approximately 5%. 35 Table of Contents Europe Commentary During the fiscal year ended November 30, 2023, Europe revenue decreased by $866.9 million and Europe revenue in constant currency decreased by $1.0 billion, as compared to the prior fiscal year.
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.
Consolidated operating margin increased during the fiscal year ended November 30, 2023, compared to the prior fiscal year, primarily due to a decrease in purchase accounting adjustments related to the Merger and an improvement in gross margin due to product mix, partially offset by higher selling, general and administrative expenses as a percentage of revenue due to the decrease in revenues in our Endpoint Solutions portfolio and higher personnel costs.
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.
A greater percentage of our revenue was presented on a net basis due to changes in product mix, which negatively impacted our revenue growth by approximately 4%. Americas Commentary During the fiscal year ended November 30, 2023, Americas revenue decreased by $4.2 billion and Americas revenue in constant currency decreased by $4.1 billion, as compared to the prior fiscal year.
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%.
Removed
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.
Added
We seek to acquire new OEM relationships, enhance our supply chain and integration capabilities, the services we provide to our customers and OEM suppliers, and expand our geographic footprint.
Removed
Legal settlements and other litigation, net includes a benefit recorded in other (expense) income, net during the fourth quarter of fiscal 2022 resulting from a decrease in our accrual for a legal matter in France.
Added
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.
Removed
For further discussion of this legal matter, please refer to Note 17 - Commitments and Contingencies to the Consolidated Financial Statements included in Part II, Item 8 of this report. In connection with the Merger, we restructured our foreign financing structure, as well as select legal entities in anticipation of legally integrating legacy Tech Data and SYNNEX foreign operations.
Added
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%.
Removed
In addition to the treasury efficiencies, these restructurings resulted in a one-time domestic capital loss which would offset certain domestic capital gains when carried back under United States tax law, resulting in an income tax capital loss carryback benefit.
Added
The increases are primarily driven by growth in our Advanced Solutions portfolio in the region, partially offset by the presentation of additional revenue on a net basis due to changes in product mix, which negatively impacted our revenue by approximately $60 million, or 2%.

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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, Philippine peso, Polish zloty, 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, 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.
Equity Price Risk The equity price risk associated with our marketable equity securities as of November 30, 2023 and 2022 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, 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.
Actual future gains and losses associated with our derivative positions may differ materially from the analyses performed as of November 30, 2023, 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, 2024, 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 $3.6 million and $7.4 million at November 30, 2023 and 2022, 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 $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.
A one percentage point (100 basis point) variation in average interest rates would have an impact on annual interest expense of $14.7 million based on the Company's outstanding variable rate debt at November 30, 2023.
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.
Gains and losses on marketable equity securities are included in earnings. 48 Table of Contents
Gains and losses on marketable equity securities are included in earnings. 46 Table of Contents
As of November 30, 2023, we had approximately $1.3 billion of outstanding term loan debt subject to variable interest rates and our subsidiaries had approximately $208.7 million in the aggregate outstanding under debt facilities subject to variable interest rates.
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.

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