Td Synnex Corp 10-K for FY2025
Td Synnex Corp (SNX)
10-K
2026-01-27
For: 2025-11-30
View Original
Added on
April 12, 2026
About this 10-K
Td Synnex Corp filed this 10-K on January 27, 2026, covering the fiscal year ended November 30, 2025 (FY2025).
Headline figures
Fiscal year ended November 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $62.51B
- up 6.9% from $58.45B a year earlier
- Net income
- $827.66M
- up 20.1% from net income of $689.09M a year earlier
- Diluted EPS
- $9.95
- up 25.2% from $7.95 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-K
___________________________________________
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended November 30 , 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from_________________to_________________
Commission File Number: 001-31892
___________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(510 ) 668-3400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Accelerated filer o | Non-accelerated filer o | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of Common Stock held by non-affiliates of the registrant (based upon the closing sale price on the New York Stock Exchange as of May 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter) was $8,743,705,927 . Shares held by each executive officer, director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of January 14, 2026, there were 80,729,152 shares of Common Stock, $0.001 per share par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10 (as to directors and Delinquent Section 16(a) Reports (if any)), 11, 12 (as to Beneficial Ownership), 13 and 14 of Part III incorporate by reference information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2026 Annual Meeting of Stockholders to be held on March 25, 2026.
TD SYNNEX CORPORATION
TABLE OF CONTENTS
2025 FORM 10-K
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Item 1C. | ||||||||
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PART I
When used in this Annual Report on Form 10-K (this “Report”), the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “allows,” “can,” “may,” “could,’’ “designed,” “will,” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include statements about our business model and our services, our business and market strategy, future growth, demand, our infrastructure, our investment in our information technology ("IT") systems, the development and adoption of new technologies, including artificial intelligence ("AI")-related or other products and services, our co-worker hiring and retention, our revenue, sources of revenue, our gross margins, our operating costs and results, timing of payment, the value of our inventory, our competition, our future needs and sources for additional financing, contract terms, relationships with our suppliers, adequacy of our facilities, our legal proceedings, our operations, foreign currency exchange rates and hedging activities, our strategic acquisitions including anticipated cost savings and other benefits, our goodwill, seasonality of sales, adequacy of our cash resources, our debt and financing arrangements and repayment expectations related thereto, including our supplier finance programs, the impact of any change to our credit rating, interest rate risk and impact thereof, cash held by our international subsidiaries and repatriation, changes in fair value of derivative instruments, our tax liabilities, adequacy of our disclosure controls and procedures, cybersecurity and cyberattacks, impact of our pricing policies, impact of economic and industry trends, changes to the markets in which we compete, impact of new reporting rules and accounting policies, our estimates and assumptions, impact of inventory repurchase obligations and commitments and contingencies, our effective tax rates, impact of any impairment of our goodwill and intangible assets, human capital resources, environmental and corporate citizenship initiatives, our share repurchase and dividend program, and our assessments and expectations with respect to the potential impacts of OBBBA (as defined below). Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those risks discussed herein and others, including the buying patterns of our customers, concentration of sales to large customers, the loss or consolidation of one or more of our significant original equipment manufacturer ("OEM") suppliers or customers, market acceptance of the products we assemble and distribute, competitive conditions in our industry and their impact on our margins, pricing and other terms with our OEM suppliers, our ability to gain market share, variations in supplier-sponsored programs, changes in our costs and operating expenses, increased inflation, uncertainty over global trade policies and the impacts of related tariffs, dependence upon and trends in capital spending budgets in the IT industry, fluctuations in general economic conditions, changes in tax laws, risks associated with our international operations, uncertainties and variability in demand by our reseller and integration customers, supply shortages or delays, changes in value of foreign currencies and interest rates and other risk factors contained below under Part I, Item 1A, “Risk Factors.” These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by law.
In the sections of this Report entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all references to “TD SYNNEX,” "SYNNEX," “we,” “us,” “our” or the “Company” mean TD SYNNEX Corporation and its subsidiaries, except where it is made clear that the term means only the parent company or one of its segments.
TD SYNNEX, the TD SYNNEX Logo, and all other TD SYNNEX company, product and services names and slogans are trademarks or registered trademarks of TD SYNNEX Corporation. Other names and marks are the property of their respective owners.
Item 1. Business
Overview
We are a Fortune 100 corporation and a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem. We serve a critical role, bringing products from the world's leading and emerging technology vendors to market, and helping our customers create solutions best suited to maximize business outcomes for their end-user customers. We aggregate and distribute IT hardware, software, and systems including personal computing devices and peripherals, mobile phones and accessories, printers, server and datacenter infrastructure, hybrid cloud, security, networking, communications and storage solutions, and system components. We also design and deliver purpose-built server, storage and networking solutions for the hyperscale computing infrastructure market. We operate in three reportable segments based on our geographic regions: the Americas, Europe and Asia-Pacific and Japan ("APJ").
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We have been in business since 1980 and have headquarters in both Clearwater, Florida and Fremont, California. We were originally incorporated in the State of California as COMPAC Microelectronics, Inc. in November 1980, and we changed our name to SYNNEX Information Technologies, Inc. in February 1994. We later reincorporated in the State of Delaware under the name of SYNNEX Corporation in October 2003. On September 1, 2021, SYNNEX Corporation acquired Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which resulted in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger"). 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.
Our Strategy
Digital transformation and the migration to cloud computing is reshaping our industry, enabling businesses and consumers to evaluate, procure, acquire, and consume technology products and services in a variety of ways. Hybrid models of IT consumption, supporting both physical and virtual delivery methods are emerging, as hardware and software-based solutions become increasingly combined. As a result, customers are seeking greater integration of products, services and solutions that tie technologies together. Therefore, we believe it is important to provide a broad, end-to-end portfolio, with deep capabilities across the computing continuum to help customers manage the increasingly complex IT ecosystem and deliver the solutions and business outcomes the market desires. Our vision for the future is to be the vital solutions aggregator and orchestrator that connects the IT ecosystem.
We are focusing on the following strategic imperatives in pursuit of our vision:
•Unify our reach by expanding our portfolio in both mature and developing markets through our targeted go-to-market strategy.
•Target new customers by leveraging our specialist go-to-market and trusted advisor approach to deliver tailored value propositions and personalized solutions that align closely with the unique business needs and priorities of each customer.
•Expand our addressable market through our unique vendor value proposition, capitalizing on end-to-end capabilities to support business currently operated by vendors.
•Diversify our offerings within our end-to-end portfolio of products, services and solutions, including providing design, manufacturing and supply chain services to hyperscale computing infrastructure customers.
•Expand and attach our services capabilities to meet our customers’ evolving needs, also enabling us to engage earlier in the customer lifecycle, support more complex deployments, drive renewals and deepen our relationships with our customers.
Our Products and Suppliers
We offer a comprehensive catalog of more than 200,000 technology products (as measured by active SKU's) from approximately 2,500 OEMs, including personal computing devices, mobile phones and accessories, and strategic technologies such as cloud, security, data analytics, AI and hyperscale computing infrastructure. This enables us to offer comprehensive solutions to our reseller and retail customers. 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.
Advanced Solutions Portfolio:
•Our Advanced Solutions portfolio primarily includes data center technologies such as hybrid cloud, security, storage, networking, servers, software, converged and hyper-converged infrastructure and hyperscale computing infrastructure, via our Hyve business.
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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 provide our vendors with access to large and highly fragmented markets such as small- and medium-sized businesses (“SMB”) and serve as a variable, cost effective route to market for our vendors by providing them with access to resellers and end-users.
The following table provides revenue generated from products purchased from vendors that exceeded 10% of our consolidated revenue for the periods indicated (as a percent of consolidated revenue):
| Twelve Months Ended | |||||||||||||||||
| November 30, 2025 | November 30, 2024 | November 30, 2023 | |||||||||||||||
| Apple, Inc. | 12 | % | 12 | % | 11 | % | |||||||||||
| HP Inc. | 10 | % | N/A (1) | N/A (1) | |||||||||||||
__________________
(1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented.
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. 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. As a result, we have the flexibility to terminate or curtail sales of one product line in favor of another due to technological change, pricing considerations, product availability, and customer demand or vendor distribution policies. An OEM supplier that elects to terminate a distribution agreement will generally repurchase its products carried in our inventory.
Our business subjects us to the risk that the value of our inventory will be affected adversely by suppliers’ price reductions or by technological changes affecting the usefulness or desirability of the products comprising our inventory. Many of our OEM suppliers offer us limited protection from the loss in value of our inventory due to a supplier’s price reduction or technological change. Under many of these agreements, we have a limited period of time to return or exchange products or claim price protection credits. 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. Our reseller customers include value-added resellers (“VARs”), independent software vendors ("ISVs"), corporate resellers, government resellers, system integrators, direct marketers, retailers and managed service providers (“MSPs”). Resellers are classified primarily by their end-user customers. End-users include large corporations or enterprises, federal, state and local governments, SMBs, and individual consumers. In addition, resellers vary greatly in size and geographic reach. 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. 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.
We combine our core strengths in distribution with demand generation, supply chain management and design and integration solutions to help our customers achieve greater efficiencies in time to market, cost minimization, real-time linkages in the supply chain and aftermarket product support. We also provide comprehensive IT solutions in key vertical markets such as government and healthcare, and specialized service offerings that increase efficiencies in the areas of global computing components, logistics services and supply chain management.
One customer accounted for 11%, 12% and 11% of our total revenue in fiscal years 2025, 2024 and 2023, respectively. As of November 30, 2025 and 2024, 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.
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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. The market for IT products has generally been characterized by declining unit prices and short product life cycles, although unit prices for certain products have increased during certain periods due to factors such as supply chain constraints and inflation. We set our sales price based on the market supply and demand characteristics for each particular product or bundle of products we distribute and services we provide. Our gross margin has fluctuated annually due to changes in the mix of products we offer, the percentage of revenue that is presented on a net basis, customers we sell to, incentives and rebates received from our OEM suppliers, competition, seasonality, replacement of lower margin business, inventory obsolescence, and lower costs associated with increased efficiencies. Generally, when our revenue becomes more concentrated on limited products or customers, our gross margin tends to decrease due to increased pricing pressure from OEM suppliers or reseller customers.
We are highly dependent on the end-market demand for IT products, and on our partners’ strategic initiatives and business models. 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. A difficult and challenging economic environment may also lead to consolidation or decline in the IT industries and increased price-based competition.
Our Services and Solutions
Our service offerings include the following:
Systems Design and Integration Solutions. We provide our customers with systems design and full rack integration solutions, build-to-order, and configure-to-order assembly capabilities. We offer design, integration, test and other production value-added solutions such as thermal testing, power-draw efficiency testing, burn-in, quality and logistics support.
Logistics Services. We provide logistics support to our reseller customers such as outsourced fulfillment, virtual distribution and direct ship to end-users. Other logistics support activities we provide include generation of customized shipping documents, multi-level serial number tracking for customized, configured products and online order and shipment tracking. We also offer full turn-key logistics solutions designed to address the needs of large volume or specialty logistics services. Our full turn-key service offering is modular in nature and is designed to cover all aspects of the logistics life cycle including, transportation management, inventory optimization, complementary product matching, reverse logistics, asset refurbishment and disposal and strategic procurement.
Depot Repair Services. We provide scalable depot repair services delivered by certified engineers and technicians that enable OEMs to maintain productivity, participate in the circular economy, and reduce costs. Our depot repair services cover the full spectrum of products so OEMs can provide their customers comprehensive repair services without needing to dedicate their own resources to the task.
Field Services. We provide field services that are purposefully built to support today's increasingly complex technology environments. Backed by deep technical expertise, powerful infrastructure and a robust partner network, our pre-deployment, deployment and post-deployment services are specialized to support a wide array of OEM brands. Our multi-platform-trained technicians are dispatched to customer sites to install and service products, helping ensure the success of their technology investments.
Customer Management Services. Our customer management services are designed to support sales ecosystems, including operations and customer success, financing, engineering, business intelligence, and IT training. Using dedicated resources and an in-house data analytics team, we design customer-centric, distributor-neutral solutions that keep customers engaged so OEMs can expand their reach and capture additional revenue opportunities.
Cloud Services. We provide cloud-based solutions and services to our reseller customers to enable sales of and migration to technologies in a hosted environment to small and medium businesses. Our proprietary cloud platform offers a complete package of cloud-based solutions on a user-friendly platform and allows our reseller customers and OEM suppliers to own the complete customer lifecycle through direct billing, provisioning, management, and support. Our solutions cover all end-user customer needs, including, pure public cloud solutions in productivity and collaboration, IaaS, or Infrastructure as a Service, PaaS, or Platform as a Service, SaaS, or Software as a Service, Security, Mobility, AI and other hybrid solutions. Our dedicated cloud team comprising developers, sales engineers and solutions specialists, supports our reseller customers in the sales of these solutions.
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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. These links improve the speed and efficiency of our transactions with our customers by enabling them to search for products, check inventory availability and prices, configure systems, place and track orders, receive invoices, review account status and process returns. We also have web-based application software that allows our customers or their end-user customers to order software and take delivery online. In addition, we use proprietary and industry standard application programming interfaces ("APIs") to connect with OEMs and resellers, providing dynamic transactional capabilities to our platforms.
Financial Services. We offer our reseller customers various financing options, including net terms, third party leasing, floor plan financing and letters-of-credit backed financing and arrangements where we collect payments directly from the end-user. We also lease products to our reseller customers and their end-users and provide DaaS, or Device-as-a-Service, to end-users. The availability and terms of our financing services are subject to our credit policies or those of third-party financing providers to our customers.
Marketing Services. We offer our OEM suppliers a full range of marketing activities targeting resellers, system integrators and retailers including direct mail, external media advertising, reseller product training, targeted telemarketing campaigns, national and regional trade shows, trade groups, database analysis, print on demand services and web-based marketing.
Sales and Marketing
We serve our large commercial, government reseller, and retail customers through dedicated sales professionals. Our sales professionals receive comprehensive training on our policies, procedures and the technical specifications of products, and attend additional training offered by our vendors. We market to smaller resellers and OEM suppliers through dedicated regional sales teams. In addition, we have dedicated product management and business development specialists that focus on the sale and promotion of products and services of selected suppliers or for specific end-market verticals. These specialists are also directly involved in establishing new relationships with leading OEM suppliers to create demand for their products and services and with resellers for their customers’ needs. 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.
Our Operations
We operate 168 distribution and administrative facilities globally. Our distribution processes are highly automated to ensure timely order fulfillment and accuracy, and enhance the efficiency of our warehouse operations and back office administration. Our distribution facilities are geographically dispersed to be near reseller customers and their end-users. 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. Our regional locations also enable us to make local deliveries and provide will-call fulfillment to more customers than if our distribution operations were more centralized, resulting in better service to our customers. To optimize response to short-term changes in order activity, our workforce is comprised of permanent and temporary co-workers.
Our proprietary IT systems and processes enable us to automate many of our distribution operations. We use radio frequency and bar code scanning technologies in our warehouse operations to maintain real-time inventory records, facilitate strong inventory control and improve the speed and accuracy of order fulfillment.
To enhance the accuracy of our distribution order fulfillment and protect our inventory from shrinkage, our distribution systems also incorporate numerous controls. These controls include robotic automation, order weight checks, bar code scanning, and serial number profile verification. We also use digital video imaging to record both receiving and shipping activities. These images and other warehouse and shipping data are available online to our customer service representatives, enabling us to quickly respond to order inquiries by our customers.
We operate our principal systems design and integration solutions facilities in the United States with additional locations in Taiwan, the United Kingdom and China. 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.
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International Operations
Approximately 48% of our consolidated revenue for fiscal year 2025 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.
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.
Seasonality
Our operating results are affected by the seasonality of the IT products industry. We have historically experienced slightly higher sales in our fourth fiscal quarter due to patterns in capital budgeting, federal government spending and purchasing cycles of our customers and end-users. These historical patterns may not be repeated in subsequent periods.
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.
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, 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. 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. Our information system also tracks warehouse and channel inventory levels and open purchase orders on a real-time basis enabling us to stock inventory at a regional level closer to the customer as well as to actively manage our working capital resources. This level of automation promotes greater efficiencies of inventory management by replenishing and turning inventory, as well as placing purchase orders on a more frequent basis. Furthermore, our system tool also allows for automated checks and controls to prevent the generation of inaccurate orders.
Managing our OEM supplier incentive programs is another critical function of our purchasing and product management teams. We also attempt to maximize the benefits of incentives, rebates and volume and early payment discounts that our OEM suppliers offer us. We carefully evaluate these supplier incentive benefits relative to our product handling and carrying costs so that we do not over-invest in our inventory. We also closely monitor inventory levels on a product-by-product basis and plan purchases to take advantage of OEM supplier provided price protection. By managing inventory levels and monitoring customer purchase patterns at each of our regional distribution facilities, we believe we can minimize our shipping costs by stocking products near our resellers and retailers, and their end-user customers.
Financial Services
We offer various financing options to our customers as well as prepayment, credit card and cash on delivery terms. In providing credit terms to our reseller and retail customers, we closely and regularly monitor their creditworthiness through our information systems, their credit ratings information and periodic detailed credit file reviews by our financial services staff. We have also purchased credit insurance in most geographies to further control customer credit risks. Finally, we establish reserves for estimated credit losses in the normal course of business based on the overall quality and aging of our accounts receivable portfolio, the existence of credit insurance and specifically identified customer risks.
We also sell to certain reseller customers pursuant to third party floor plan financing. 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.
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Information Technology
Our IT systems manage the entire order cycle, including processing customer orders, customer billing and payment tracking. These IT systems make our operations more efficient and provide visibility into our operations. We believe our IT infrastructure is scalable to support further growth. We continue to enhance and invest in our IT systems to improve product and inventory management, streamline order and fulfillment processes, and increase operational flexibility.
To allow our customers and suppliers to communicate and transact business with us in an efficient and consistent manner, we have implemented a mix of proprietary and off-the-shelf software programs that integrate our IT systems with those of our customers and suppliers. In particular, we maintain EDI, XML, API, and web-based communication links and mobile platform applications with many of our reseller and retail customers to enable them to search for products, check real-time pricing, inventory availability and specifications, place and track orders, receive invoices and process returns.
Competition
We operate in a highly competitive global environment. The IT product industry is characterized by intense competition, based primarily on product availability, credit terms and availability, price, speed and accuracy of delivery, effectiveness of sales and marketing programs, ability to tailor specific solutions to customer needs, quality and depth of product lines and training, pre- and post-sale technical support, flexibility and timely response to design changes, technological capabilities and product quality, service and support. We compete with a variety of regional, national and international IT product distributors and manufacturers.
We compete against several international distributors, including Ingram Micro Holding Corporation, Arrow Electronics, Inc. and Westcon-Comstor, as well as regional distributors including ScanSource, Inc., ALSO Holding, Esprinet, VSTECS Holdings Ltd. and Synnex Technology International Corp. (a separate and unrelated entity from the Company). The distribution industry has historically undergone, and continues to undergo, consolidation. We have participated in this consolidation and expect to continue to assess opportunities. We also compete against companies who participate within the hyperscale computing infrastructure market including Jabil Inc., Celestica, Flex Ltd., Quanta Computer Inc. and Wiwynn Corporation.
As we enter new business areas, we may encounter increased competition from our current competitors and/or new competitors. We constantly seek to expand our business into areas primarily related to our core distribution as well as other support, logistics and related value-added services, both organically and through strategic acquisitions.
Human Capital Resources
As of November 30, 2025, we had approximately 24,000 full-time co-workers. Given the variability in our business and the quick response time required by customers, it is critical that we are able to rapidly ramp-up and ramp-down our operational capabilities to maximize efficiency. As a result, we use temporary or contract workers, who totaled approximately 6,000 as of November 30, 2025, on a full-time equivalent basis. Certain of our co-workers in various countries outside of the United States are subject to laws providing representation rights to co-workers through workers' councils.
We are committed to fostering a diverse and inclusive workplace that attracts and retains exceptional talent. Through ongoing co-worker development, comprehensive compensation and benefits, and a focus on health, safety and co-worker well-being, we strive to help our co-workers in all aspects of their lives so they can do their best work.
Fostering Connection
We are committed to capturing the ideas and perspectives that fuel innovation and enable our workforce, customers, and communities to succeed in the digital age. We accomplish this through a focus on our global values: Together We… Dare to Go, Grow and Win, Own It and Do the Right Thing. Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse Board of Directors, complemented by our diverse management team. The company invests in co-workers and communities, creating an equal opportunity to succeed. Our refreshed values reflect a commitment to taking responsibility, supporting continuous learning and leading with integrity.
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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. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as a co-worker’s role and experience, the location of their job, and their performance. We also review our compensation practices, both in terms of our overall workforce and individual co-workers, to ensure our pay is fair and equitable. Our practice includes reviewing the compensation of co-workers to ensure consistent pay practices by conducting a pay equity analysis annually comparing co-workers performing substantially similar work within a country or location. As we move forward, we aim to improve our pay equity position across the globe to ensure fairness for all co-workers. Each year we will assess our progress and make adjustments to improve our pay equity position.
We require a talented workforce and are committed to providing total rewards that are market-competitive and performance-based, driving innovation and operational excellence. Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives, stockholder value. 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. We want to know what is working well, what we can do better and how well our co-workers understand and are practicing our cultural values.
Training and Development
Human capital development drives our strategy at TD SYNNEX. We invest in co-workers’ growth by offering diverse learning opportunities, including in-person, virtual, social, self-directed, mentoring, coaching and external programs. In fiscal year 2025, we established the role of Chief Learning and Belonging Officer. Our mission is to systematically build capability at TD SYNNEX, equipping co-workers to adapt their skills, tools and mindsets for the evolving workplace. In fiscal year 2025, we launched TD SYNNEX Learning Labs, prioritized high-growth skills and began our AI enablement transformation. Most notably, every people leader was invited to leverage a professional human coach as part of a new experiential learning journey aligned with our evolved servant leadership values.
Health, Safety and Wellness
The physical health, financial well-being, life balance and mental health of our co-workers is vital to our success. Our environmental, health, and safety leadership team uses our global injury and illness reporting system to assess trends regionally and worldwide as a part of quarterly reviews. Our warehouse and integration facilities continue to represent our most significant health and safety risks. Managing and reducing risks at these facilities remains a focus, and injury rates continue to be low. We also sponsor a wellness program designed to enhance physical, financial, and mental well-being for all our co-workers. Throughout the year, we encourage healthy behaviors through regular communications, educational sessions, voluntary progress tracking, wellness challenges, and other incentives.
Driving Sustainable Transformation
As a leading IT distributor, we recognize that our unique position at the center of the global technology ecosystem connects us to more than 150,000 reseller customers with more than 2,500 best-in-class technology vendors. This enables us to identify opportunities for innovation, sustainable practices and positive outcomes up and down the value chain. We utilize a robust Corporate Citizenship framework designed to deliver long-term value for our stakeholders. In fiscal year 2025 we continued to advance our goals of expanding the circular economy, embedding a culture of sustainability, sharing our sustainability insights and achieving net-zero greenhouse gas emissions (“GHGs”) in our global operations by 2045.
Additional human capital and sustainability information was included in our fiscal year 2024 Corporate Citizenship Report which is available on our website. Information contained in our Corporate Citizenship Report and website is not deemed part of this Annual Report on Form 10-K.
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Available Information
Our website is http://www.tdsynnex.com. We make available free of charge, on or through our website, 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 as soon as reasonably practicable after electronically filing or furnishing these reports with the Securities and Exchange Commission ("SEC"). Information contained on our website is not a part of this Report. We have adopted a code of conduct applicable to our co-workers including our principal executive, financial and accounting officers, and it is available free of charge, on our website’s investor relations page.
The 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.
Information About our Executive Officers
The following table sets forth information regarding our current executive officers:
| Name | Age | Position | ||||||||||||
| Patrick Zammit | 59 | Chief Executive Officer | ||||||||||||
| David Jordan | 38 | Chief Financial Officer | ||||||||||||
| Alim Dhanji | 48 | Chief Human Resources Officer | ||||||||||||
| John Henry | 51 | Chief Accounting Officer | ||||||||||||
| Miriam Murphy | 56 | President, Europe | ||||||||||||
| Dennis Polk | 59 | Chair, Hyve Solutions | ||||||||||||
| Reyna Thompson | 56 | President, North America | ||||||||||||
| David Vetter | 66 | Chief Legal Officer | ||||||||||||
Patrick Zammit is our Chief Executive Officer. 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. 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. 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. Zammit holds a Master's in Business Administration equivalent from Paris Business School ESLSCA.
David Jordan is our Chief Financial Officer. Mr. Jordan previously served as our Senior Vice President, Chief Financial Officer, Americas from September 2021, as well as our head of Investor Relations from June 2024, until his appointment as our Chief Financial Officer effective October 2, 2025. Prior to those roles he served in a variety of leadership roles across Finance and Corporate Strategy since joining Tech Data in 2014. Prior to joining Tech Data, he was employed by Ernst & Young as an auditor from 2012 to 2014. Mr. Jordan holds a Master's degree in Accounting from the University of Florida.
Alim Dhanji is our Chief Human Resources Officer, a role he has served since joining TD SYNNEX in June 2024, and our Executive Vice President, Corporate Affairs, a role he has served since August 2025. Prior to joining TD SYNNEX, Mr. Dhanji most recently served as Chief People Officer and Executive Vice President at Equinox Group from January 2023 to June 2024. Before joining Equinox Group he was employed at adidas, where he served as President of adidas Canada from January 2021 through January 2023, and prior to that role he served as Senior Vice President, Global Talent and Head of HR for Global Brands for adidas since November 2019. Prior to joining adidas he held a variety of roles, including at Citi and KPMG. Mr. Dhanji holds a Master's in Business Administration from Royal Roads University and completed the Advanced Management Program at Harvard Business School.
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John Henry is our Chief Accounting Officer. 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. 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.
Miriam Murphy has served as our President, Europe since April 2024. Ms. Murphy returned to TD SYNNEX in April 2024, following a two-year tenure as Chief Executive Officer, Europe at NTT Ltd, a systems integrator and managed services provider. Prior to her role at NTT Ltd., Ms. Murphy served for more than 20 years in senior Europe leadership roles since joining Avnet, Inc.'s Technology Solutions business in 1999, which was acquired by Tech Data in 2017. Ms. Murphy holds a Master's equivalent in Supply Chain Management and Competitive Strategy from INSEAD.
Dennis Polk has served as a member of our Board of Directors since February 2012 and as our Chair, Hyve Solutions since September 2021. Mr. Polk joined TD SYNNEX in 2002 and served as President and Chief Executive Officer of TD SYNNEX from March 2018 to September 2021. 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.
Reyna Thompson has served as our President, North America since December 2024. Prior to her current role, Ms. Thompson held various positions in sales, vendor management and marketing since joining TD SYNNEX in 2002. Prior to joining TD SYNNEX, Ms. Thompson was employed as a Business Manager at Gates Arrow Electronics, Inc. Ms. Thompson holds a Master's degree in Public Policy from Regent University, and is a graduate of Clemson University.
David Vetter is our Chief Legal Officer. Mr. Vetter joined Tech Data in June 1993 as Vice President, General Counsel and was promoted to Corporate Vice President, General Counsel in April 2000. 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. 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.
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Item 1A. Risk Factors
The following discussion is divided into several sections. The first section, which begins immediately following this paragraph, captioned "Risks Related to Our Business and Operations" discusses some of the risks that may affect our business, results of operations and financial condition. The second section, captioned “Risks Related to Our Indebtedness” discusses our debt-related risks. 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. 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. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Report because these factors could cause the actual results and conditions to differ materially from those projected in the forward-looking statements. Before you invest in our Company, you should know that making such an investment involves some risks, including the risks described below. The risks that have been highlighted here are not the only ones that we face. If any of the risks actually occur, our business, financial condition and results of operations could be negatively affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Related to Our Business and Operations
We anticipate that our revenue and operating results will fluctuate, which could adversely affect the enterprise value of our Company and our securities.
Our operating results have fluctuated and will fluctuate in the future as a result of many factors, including:
•the impact of the business acquisitions and dispositions we make;
•general economic conditions and level of IT spending;
•the loss or consolidation of one or more of our significant OEM suppliers or customers;
•market acceptance, quality, pricing, availability and useful life of our products and services, as well as the mix of our products and services sold;
•competitive conditions in our industry;
•trends towards cloud based infrastructure and “as-a-Service” type product offerings;
•pricing, margin and other terms with our OEM suppliers;
•decline in inventory value as a result of product obsolescence and market acceptance;
•variations in our levels of excess inventory, vendor reserves and doubtful accounts;
•fluctuations in rates in the currencies in which we transact;
•changes in the terms of OEM supplier-inventory protections, such as price protection and return rights; and
•the expansion of our design and integration solutions sales and operations, globally.
Although we attempt to control our expense levels, these levels are based, in part, on anticipated revenue. Therefore, we may not be able to control spending in a timely manner to compensate for any unexpected revenue shortfall.
Our operating results are affected by the seasonality of the IT products and services industry. We have historically experienced slightly higher sales in our fourth fiscal quarter due to patterns in the capital budgeting, federal government spending and purchasing cycles of our customers and end-users. These historical patterns may not be repeated in subsequent periods. You should not rely on period-to-period comparisons of our operating results as an indication of future performance. 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.
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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 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. The level and timing of orders placed by our customers vary for a variety of reasons, including seasonal buying by end-users, the introduction of new hardware and software technologies and general economic conditions. Customers submitting a purchase order may cancel, reduce or delay their orders. If we are unable to anticipate and respond to the demands of our reseller, retail and design and integration solutions customers, we may lose customers because we have an inadequate supply of products, or we may have excess inventory, either of which could harm our business, financial position and operating results.
With regard to our design and integration solutions customers, unique parts are purchased based both on customer purchase orders and forecasted demand. We have limited protection against excess inventory should anticipated demand not materialize.
We depend on a limited number of OEMs to supply the IT products and services that we sell and the loss of, or a material change in, our business relationship with a major OEM supplier could adversely affect our business, financial position and operating results.
Our future success is highly dependent on our relationships with a small number of OEM suppliers. For example, sales of Apple Inc. products and services comprised approximately 12%, 12%, and 11% of our total revenue for fiscal years 2025, 2024, and 2023, respectively and sales from HP, Inc. comprised approximately 10% of our total revenue for fiscal year 2025. Our OEM supplier agreements typically are short-term and may be terminated without cause upon short notice. OEM supplier agreements are often established at a regional or country level and these relationships may change in some countries or regions and not others. 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. In addition, OEM suppliers may face liquidity or solvency issues that in turn could negatively affect our business and operating results.
Our business is also highly dependent on the terms provided by our OEM suppliers. Generally, each OEM supplier has the ability to change the terms and conditions of its distribution agreements, such as reducing the amount of price protection and return rights or reducing the level of purchase discounts, incentive rebates, scope of the geographic area in which we can sell and marketing programs available to us.
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. 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. In such case, we are subject to additional risk with respect to products, warranties and returns, and other terms and conditions. If we are unable to pass the impact of these changes through to our reseller and retail customers, our business, financial position and operating results could be adversely affected.
Our gross margins are low, which magnifies the impact of variations in gross margin, operating costs and our operating results.
As a result of significant price competition in the IT products and services industry, our gross margins are low, and we expect them to continue to be low in the future. Increased competition arising from industry consolidation and low demand for certain IT products and services may hinder our ability to maintain or improve our gross margins. These low gross margins magnify the impact of variations in revenue and operating costs on our operating results. A portion of our operating expenses are relatively fixed, and planned expenditures are based in part on anticipated orders that are forecasted with limited visibility of future demand. As a result, we may not be able to reduce our operating expenses to sufficiently mitigate any further reductions in gross profit or margin in the future. If we cannot proportionately decrease our cost structure in response to competitive price pressures, our business and operating results could suffer.
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We also receive purchase discounts and rebates from OEM suppliers based on various factors, including sales or purchase volume and breadth of customers. A decrease in revenue could negatively affect the level of volume rebates received from our OEM suppliers and thus, our gross margin. Because some rebates from OEM suppliers are based on percentage increases in sales of products, it may become more difficult for us to achieve the percentage growth in sales required for larger discounts due to the current size of our revenue base. A decrease or elimination of purchase discounts and rebates from our OEM suppliers would adversely affect our business and operating results.
We are subject to the risk that our inventory value may decline, and protective terms under our OEM supplier agreements may not adequately cover the decline in value, which in turn may harm our business, financial position and operating results.
The IT products industry is subject to rapid technological change, new and enhanced product specification requirements, and evolving industry standards. These changes may cause inventory on hand to decline substantially in value or to rapidly become obsolete. Most of our OEM suppliers offer limited protection from the loss in value of inventory. For example, we can receive a credit from many OEM suppliers for products held in inventory in the event of a supplier price reduction. In addition, we have a limited right to return a certain percentage of purchases to most OEM suppliers. These policies are often subject to time restrictions and do not protect us in all cases from declines in inventory value. In addition, our OEM suppliers may become unable or unwilling to fulfill their protection obligations to us. The decrease or elimination of price protection, or the inability of our OEM suppliers to fulfill their protection obligations, could lower our gross margins and cause us to record inventory write-downs. If we are unable to manage our inventory with our OEM suppliers with a high degree of precision, we may have insufficient product supplies or we may have excess inventory, resulting in inventory write-downs, either of which could harm our business, financial position and operating results.
We depend on OEM suppliers to maintain an adequate supply of products to fulfill customer orders on a timely basis, and any supply shortages or delays could cause us to be unable to timely fulfill orders, which in turn could harm our business, financial position and operating results.
Our ability to obtain particular products in the required quantities and to fulfill reseller and retail customer orders on a timely basis is critical to our success. In most cases, we have no guaranteed price or delivery agreements with our OEM suppliers. We have experienced supply shortages of certain products as a result of strong demand or problems experienced by our OEM suppliers. If shortages or delays persist, the price of those products may increase, or the products may not be available at all. Such delays could also impact our ability to procure critical components required to complete customer orders. In addition, our OEM suppliers may decide to distribute, or to substantially increase their existing distribution business, through other distributors, their own dealer networks, or directly to resellers, retailers or end-users. Accordingly, if we are not able to secure and maintain an adequate supply of products to fulfill our customer orders on a timely basis, our business, financial position and operating results could be adversely affected.
We experience customer concentration and intense competition which could adversely impact our revenue.
Our business experiences customer concentration from time to time. One customer accounted for 11%, 12% and 11% of our total revenue in fiscal years 2025, 2024 and 2023, respectively. The loss of one of our significant customers could result in an adverse impact on our business. For example, our systems design and integration solutions product line has significant customer concentration, requires investments in working capital and infrastructure, and has customer contracts that often offer limited or no volume guarantees or protection for end-of-life investments. The loss of a customer or reduction in order volumes could adversely impact our revenue, provision for inventory losses, the absorption of fixed overhead costs and our future expansion plans. The systems design and integration solutions business operates in a competitive environment. Volumes can fluctuate based on customer demand, delivery quality and the competitive landscape. Our ability to deliver customized solutions on a timely basis is critical to our success. Any delay could impact our competitive position and result in loss of customer orders, which could impact our financial position and operating results.
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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.
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. Our acquisition strategy involves a number of risks, including:
•difficulty in successfully integrating acquired operations, IT systems, customers, OEM supplier relationships, products, services and businesses with our operations;
•risk that the acquired businesses will fail to maintain the quality of services that we have historically provided;
•loss of key co-workers of acquired operations or inability to hire key co-workers necessary for our expansion;
•diversion of our capital and management attention away from other business issues;
•increase in our expenses and working capital requirements;
•in the case of acquisitions that we may make outside of the United States, difficulty in operating in foreign countries and over significant geographical distances;
•other financial risks, such as potential liabilities of the businesses we acquire; and
•our due diligence process may fail to identify significant issues with the acquired company’s product and service quality, financial disclosures, accounting practices or internal control deficiencies.
We may incur additional costs and certain redundant expenses in connection with our acquisitions and investments, which may have an adverse impact on our operating margins. Future acquisitions may result in dilutive issuances of equity securities, the incurrence of additional debt, large write-offs, a decrease in future profitability, or future losses. The incurrence of debt in connection with any future acquisitions could restrict our ability to obtain working capital or other financing necessary to operate our business. Our recent and future acquisitions or investments may not be successful, and if we fail to realize the anticipated benefits of these acquisitions or investments, our business and operating results could be harmed.
Our goodwill and identifiable intangible assets could become impaired, which could have a material non-cash adverse effect on our results of operations.
We recorded substantial goodwill and both finite and indefinite-lived intangible assets as a result of our previous acquisitions, including the Merger. We review our goodwill and intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We assess whether there has been an impairment in the value of goodwill and indefinite-lived intangible assets at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or intangible assets may not be recoverable include declines in stock price, market capitalization or cash flows and slower growth rates in our industry. Our annual goodwill impairment testing indicated no goodwill impairments for any of the years presented. We could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, negatively impacting our results of operations.
Because of the capital-intensive nature of our business, we need continued access to capital, which if not available to us or if not available on favorable terms, could harm our ability to operate or expand our business.
Our business requires significant levels of capital to finance accounts receivable and product inventory that is not financed by trade creditors. 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.
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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. Our current and future indebtedness could adversely affect our operating results and severely limit our ability to plan for, or react to, changes in our business or industry. We could also be limited by financial and other restrictive covenants in our securitization or credit arrangements, including limitations on our borrowing of additional funds and issuing dividends. Furthermore, the cost of securitization or debt financing could significantly increase in the future, making it cost prohibitive to securitize our accounts receivable or borrow, which could force us to issue new equity securities. If we issue new equity securities, existing stockholders may experience dilution, or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock. If we cannot raise funds on acceptable terms, we may not be able to take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. Any inability to raise additional capital when required could have an adverse effect on our business and operating results.
We have significant credit exposure to our customers, and negative trends in their businesses could cause us significant credit loss and negatively impact our cash flow and liquidity position.
We extend credit to our customers for a significant portion of our sales to them and they have a period of time, generally 30 days after the date of invoice, to make payment. However, in certain cases, for some of our customers, we offer longer terms of payment. As a result, we are subject to the risk that our customers will not pay on time or at all. Our credit exposure risk may increase due to financial difficulties or liquidity or solvency issues experienced by our customers, resulting in their inability to repay us. The liquidity or solvency issues may increase as a result of an economic downturn, increases in costs including due to inflation or higher interest rates, or a decrease in IT spending by end-users. If we are unable to collect payments in a timely manner from our customers due to changes in financial or economic conditions, or for other reasons, and we are unable to collect under our credit insurance policies, we may write-off the amount due from the customers. These write-offs may result in credit insurance being more expensive and on terms that are less favorable to us and may negatively impact our ability to utilize accounts receivable-based financing. In addition, the failure of customers to pay within a specified time period after the date of an invoice could result in defaults under our accounts receivable securitization program. These circumstances could negatively impact our cash flow and liquidity position, or result in the cross-default to our other indebtedness and acceleration of the repayment of our indebtedness. Further, we are exposed to higher collection risk as we continue to expand internationally, where the payment cycles are generally longer and the credit rating process may not be as robust as in the United States, and where our access to accounts receivable financing is more limited.
We are dependent on a variety of IT and telecommunications systems and the Internet, and any failure of these systems could adversely impact our business and operating results.
We depend on IT and telecommunications systems and the Internet for our operations. These systems support a variety of functions including inventory management, order processing, shipping, shipment tracking, and billing.
Failures or significant downtime of our IT or telecommunications systems has, in the past, and could, in the future, prevent us from taking customer orders, printing product pick-lists, shipping products, billing customers and handling call volume. Sales also may be affected if our reseller and retail customers are unable to access our pricing and product availability information. We also rely on the Internet, including EDI, XML, API, and web-based communication links and mobile platform applications, for a large portion of our orders and information exchanges with our OEM suppliers and reseller and retail customers. The Internet and individual websites have experienced a number of disruptions, slowdowns and security breakdowns, some of which were caused by organized attacks. If we were to experience a future security breakdown, disruption or breach that compromised sensitive information, it could harm our relationship with our OEM suppliers and reseller and retail customers. Disruption of our website or the Internet in general could impair our order processing or more generally prevent our OEM suppliers and reseller and retail customers from accessing information. Additionally, technologies used in or integrated into our operations, such as AI, automation and cloud-based services, may change how our existing business processes are conducted and could adversely affect our operations. A significant increase in our IT costs or a temporary or permanent loss of our IT systems could harm our relationships with our customers. The occurrence of any of these events could have an adverse effect on our operations and financial results.
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Issues related to the development and use of AI could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.
We currently incorporate AI technology in certain offerings and in our business operations. AI systems are complex, rapidly changing, and may not operate as intended. Use of AI could lead to unintended consequences, including exposing us to additional risks related to cybersecurity, privacy and data security, such as the risk of increased vulnerability to cybersecurity threats and exposure, impacts to the stability of our operations, the inadvertent disclosure, misuse, or corruption of intellectual property, confidential, personal, or competitively sensitive information that could affect our reputation. AI algorithms and datasets may also contain errors or biases or produce unexpected or unintended outcomes.
Our efforts to expand AI capabilities within our products and internal functions involve risks, costs and operational challenges. Although we aim to design, develop, and deploy AI responsibly and to identify and mitigate associated ethical, legal and technical risks, we may not detect or resolve issues before they occur.
AI technologies are complex and rapidly evolving, we face significant competition in the market and from other companies regarding such technologies. Further, the legal and regulatory landscape for AI is rapidly evolving and uncertain, and requirements may differ across jurisdictions. Compliance with new or existing AI-related laws, regulations, or government guidance—including emerging frameworks such as those in the European Union—may impose significant costs, restrict our ability to integrate certain AI capabilities, or expose us to liability. Failures, deficiencies, or misuse of AI technologies could result in regulatory inquiries or actions, litigation or reputational damage, any of which could materially harm our business.
Because of the experience of our key personnel in the IT industry and their technological and industry expertise, if we were to lose any of our key personnel, it could inhibit our ability to operate and grow our business successfully.
We are dependent in large part on our ability to retain the services of our key senior executives and other technological and industry experts and personnel. Except for certain of our key executives, we generally do not have employment agreements with our co-workers. We also do not carry “key person” insurance coverage for any of our key executives. We compete for qualified senior management and technical personnel. The loss of, or inability to hire, key executives or qualified co-workers could inhibit our ability to operate and grow our business successfully.
We may experience theft of product from our warehouses, water damage to our properties and other casualty events which could harm our operating results.
From time to time, we have experienced incidents of theft at various facilities, water damages to our properties and other casualty events. These types of incidents may make it more difficult or expensive for us to obtain insurance coverage in the future. Also, the same or similar incidents may occur in the future for which we may not have sufficient insurance coverage or policy limits to be fully compensated for the loss, which may have an adverse effect on our business and financial results.
We may become involved in intellectual property or other disputes that could cause us to incur substantial costs, divert the efforts of our management, and require us to pay substantial damages or require us to obtain a license, which may not be available on commercially reasonable terms, if at all.
From time to time, we receive notifications alleging infringements of intellectual property rights allegedly held by others relating to our business or the products we sell or integrate for our OEM suppliers and others. Litigation with respect to patents or other intellectual property matters could result in substantial costs and diversion of management and other resources and could have an adverse effect on our business. Although we generally have various levels of indemnification protection from our OEM suppliers and design and integration solutions customers, in many cases any indemnification to which we may be entitled is subject to maximum limits or other restrictions.
In addition, we have developed proprietary IT systems, mobile applications, and cloud-based technology and acquired technologies that play an important role in our business. If any infringement claim is successful against us and if indemnification is not available or sufficient, we may be required to pay substantial damages or we may need to seek and obtain a license of the other party’s intellectual property rights. We may be unable to obtain such a license on commercially reasonable terms, if at all.
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We are from time to time involved in other litigation in the ordinary course of business which has and may include claims with respect to antitrust, mergers and acquisitions and other matters. In the ordinary course of business, we also receive inquiries from and have discussions with government entities regarding the compliance of our contracting and sales practices with laws and regulations. We may not be successful in defending these or other claims. Regardless of the outcome, litigation could result in substantial expense and could divert the efforts of our management. Allegations made in the course of regulatory or legal proceedings may also harm our reputation, regardless of whether there is merit to such claims. Furthermore, because litigation and the outcome of regulatory proceedings are inherently unpredictable, our business, financial condition or operating results could be materially affected by an unfavorable resolution of one or more of these proceedings, claims, demands or investigations. We do not expect that the ultimate resolution of these matters will have a material adverse effect on our consolidated financial position. 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.
We have significant operations globally and any disruption in the operations of our facilities could harm our business and operating results.
Our worldwide operations could be subject to natural disasters, adverse weather conditions, global pandemics and other business disruptions, which could seriously harm our revenue and financial condition and increase our costs and expenses. We have significant operations in our facilities located in the Americas, Europe and APJ. Certain of our facilities, including our corporate headquarters locations in Clearwater, Florida and Fremont, California, are located in geographic areas that heighten our exposure to hurricanes, tropical storms, earthquakes and other severe weather events. Any prolonged disruption in the operations of our facilities, whether due to technical difficulties, power failures, break-ins, destruction, damage to, or prolonged closure of, the facilities as a result of a natural disaster, fire, pandemic or any other reason, could harm our operating results. If there are related disruptions in local or international supply chains, we may experience supply shortages or delays in receiving products from our OEM suppliers or experience other delays in shipping to our customers. If we are unable to fulfill customer requirements in a timely manner, this could harm our 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.
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.
As of November 30, 2025, we had $4.6 billion in outstanding short and long-term borrowings under term loans, our Senior Notes (as defined in Note 10 - Borrowings to the Consolidated Financial Statements in Item 8), lines of credit and our accounts receivable securitization program, excluding trade payables. The terms of one or more of the agreements under which this indebtedness was incurred may limit or restrict, among other things, our (or our subsidiaries', as applicable) ability to:
•incur additional indebtedness or liens;
•enter into certain transactions with affiliates; and
•merge, consolidate or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets.
We are also required to maintain specified financial ratios and satisfy certain financial condition tests under certain of our debt facilities. Our inability to meet these ratios and tests could result in the acceleration of the repayment of the related debt, termination of the applicable facility, an increase in our effective cost of funds or the cross-default of other debt facilities and securitization arrangements. As a result, our ability to operate may be restricted and our ability to respond to business and market conditions may be limited, which could have an adverse effect on our business and operating results.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations, which could adversely affect our business.
Our ability to make scheduled debt payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot be certain that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.
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If our cash flows and capital resources are insufficient to fund our debt service obligations we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We cannot be certain that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Some of our indebtedness restricts our ability to dispose of certain assets. As such, we may not be able to consummate those dispositions or use any resulting proceeds and, in addition, such proceeds may not be adequate to meet any debt service obligations then due.
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.
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. For example, as of November 30, 2025, we had access to $3.5 billion in unused commitments under the TD SYNNEX Revolving Credit Facility (as defined in the Liquidity and Capital Resources section of Item 7 of this Report). If new debt is added to our current debt levels, the related risks that we now face could intensify. Although the TD SYNNEX Credit Agreement (as defined in the Liquidity and Capital Resources section of Item 7 of this Report) contains restrictions on the incurrence of additional indebtedness by our subsidiaries, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
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. In addition, the interest rate payable on certain of our Senior Notes, our revolving and term loan credit agreement and certain other debt instruments is subject to adjustment from time to time if our credit rating is downgraded.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
Interest rates in the United States and other countries where we operate have increased and may continue to increase in the future. As a result, interest rates on the obligations under certain of our credit facilities, our and our subsidiaries’ respective accounts receivable securitization programs and debt facilities, or other variable rate debt incurrences or offerings could be higher than current levels. If interest rates increase, debt service obligations and our interest expense will increase even though the amount borrowed remains the same. Our net income and cash flows, including cash available for servicing indebtedness, will correspondingly decrease.
An increase in interest rates may increase our future borrowing costs and restrict our access to capital. Additionally, current market conditions, the global economy, and overall credit conditions could limit our availability of capital, which could cause increases in interest margin spreads over underlying indices, effectively increasing the cost of our borrowing. 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.
We have, in the past, experienced decreases in demand and we anticipate that the industries we operate in will be subject to a high degree of cyclicality in the future. 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
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retail customer accounts receivable. 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.
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. This competition is based primarily on product and service availability, credit availability, price, effectiveness of information systems and e-commerce tools, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product and service lines, pre-sales and post-sales technical support, flexibility and timely response to design changes, and technological capabilities, service and support. 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. 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 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. In addition, as we enter new areas of business, we may also encounter increased competition from current competitors or from new competitors, including some that may once have been our OEM suppliers or reseller and retail customers. Increased competition and negative reaction from our OEM suppliers or reseller and retail customers resulting from our expansion into new business areas could harm our business and operating results.
Our business may be adversely affected by some OEM suppliers’ strategies to consolidate business or increase their direct sales, which in turn could cause our business and operating results to suffer.
A determination by any of our primary OEMs to consolidate their business with other distributors or integration service providers could negatively affect our business and operating results. Consolidation of OEM suppliers has resulted in fewer sources for some of the products and services that we distribute. This consolidation has also resulted in larger OEM suppliers that have significant operating and financial resources. Other suppliers may reduce or eliminate promotional activities to reduce their expenses, which could, in turn, result in declined demand from our reseller or retailer customers and end-users.
Some OEM suppliers, including some of the leading OEM suppliers that we service, have been selling products and services directly to reseller and retail customers and end-users, thereby limiting our business opportunities. If large OEM suppliers increasingly sell directly to end-users or our resellers and retailers, or select a competitor rather than use us as the distributor of their products and services, our business and operating results will suffer.
The IT industry is subject to rapidly changing technologies and process developments, and we may not be able to adequately adjust our business to these changes, which in turn would harm our business and operating results.
Dynamic changes in the IT industry, including the consolidation of OEM suppliers and reductions in the number of authorized distributors used by OEM suppliers, have resulted in new and increased responsibilities for management personnel and have placed, and continue to place, a significant strain upon our management, operating and financial systems and other resources. We may be unable to successfully respond to and manage our business in light of industry developments and trends. As end-users migrate to AI-enabled offerings, cloud-based IT infrastructure and technology-as-a-service, sales of hardware products may be reduced, thereby negatively impacting our operating results. Also crucial to our success in managing our operations is our ability to achieve additional economies of scale. 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.
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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.
Approximately 48%, 47% and 47% of our revenues in fiscal years 2025, 2024 and 2023, respectively, were generated outside the United States. Most of our international revenue, cost of revenue and operating expenses are denominated in foreign currencies. We presently have currency exposure arising from both sales and purchases denominated in foreign currencies. 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. 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. 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. Hedging foreign currencies can be risky. Certain of these hedge positions are undesignated hedges of balance sheet exposures, such as intercompany loans, and typically have maturities of less than one year. While we maintain policies to protect against fluctuations in currency exchange rates, extreme fluctuations may result in our incurring losses in some countries.
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. 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.
As a general rule, we do not use financial instruments to hedge local currency denominated operating expenses in countries where a natural hedge exists. For example, in many countries, revenue in the local currency substantially offsets the local currency denominated operating expenses.
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 the past, several foreign currencies in which we transact business depreciated against the U.S. dollar, including the euro, Canadian dollar and Japanese yen, which adversely affected our results of operations in the applicable periods. In addition, the value of our equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates. These fluctuations, which are recorded in a cumulative translation adjustment account, may result in losses in the event a foreign subsidiary is sold or closed at a time when the foreign currency is weaker than when we made investments in the country. 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.
We rely almost entirely on arrangements with independent shipping companies, such as FedEx and UPS, for the delivery of our products from OEM suppliers and delivery of products to reseller and retail customers. Freight and shipping charges can have a significant impact on our gross margin. As a result, an increase in freight surcharges due to inflation, rising fuel cost or general price increases will have an immediate adverse effect on our margins, unless we are able to pass the increased charges to our reseller and retail customers or renegotiate terms with our OEM suppliers. In addition, in the past, carriers have experienced work stoppages due to labor negotiations with management. An increase in freight or shipping charges, the termination of our arrangements with one or more of these independent shipping companies, the failure or inability of one or more of these independent shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have an adverse effect on our business and operating results.
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Because a significant portion of our IT systems support and software development activities are located in China, risks associated with economic, political and social events in China could negatively affect our business and operating results.
Our IT systems are an important part of our global operations. A significant portion of our IT systems support and software development activities are located in China. We rely on our China-based IT operations and personnel in ongoing software development, maintenance and customer-specific customization work. We also conduct general and administrative activities from our facilities in China. Our operations in China subject us to a number of risks relating to China’s economic and political systems and other matters, including:
•a government controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi;
•extensive government regulation;
•changing governmental policies, including those relating to tax benefits available to foreign-owned businesses;
•the telecommunications infrastructure;
•a relatively uncertain legal system;
•uncertainties related to continued economic and social reform; and
•limited visibility or predictability, if any, with respect to the foregoing.
In addition, our operations in China may be impacted by geopolitical tensions or global policy changes regarding China, including between the United States and China. Geopolitical tensions, including with respect to trade disputes or barriers, tariffs, sanctions, import/export restrictions, investment restrictions, or other governmental actions could materially and negatively impact our China-based operations and our access to our China-based personnel. Further, China’s cybersecurity, data security, data and technology transfer, and similar laws and regulations may restrict or impose constraints on our China-based operations. Any deterioration of relations between China and the United States, or the perception that relations may deteriorate, could result in a range of adverse governmental actions, including:
•heightened regulatory scrutiny or retaliatory actions directed at U.S. companies doing business in China;
•limitations on our ability to access or use China-based suppliers, facilities, data, or personnel;
•disruptions to logistics, supply chains, financial transactions, or our ability to repatriate funds from China.
Any disruption to our China-based operations, or restrictions on, or loss of access to, our China-based personnel or systems, could negatively impact our ability to maintain, update, or repair our IT systems and infrastructure, including any customer-specific customization work. Further, any significant interruption in our China-based operations and service generally, whether resulting from the risks described above or otherwise, could result in delays in our inventory purchasing, errors in order fulfillment, reduced levels of customer service, and other disruptions in operations, any of which could cause our business and operating results to suffer, including materially.
Our IT systems are an important part of our global operations. Any significant interruption in service, whether resulting from any of the above uncertainties, natural disasters or otherwise, could result in delays in our inventory purchasing, errors in order fulfillment, reduced levels of customer service and other disruptions in operations, any of which could cause our business and operating results to suffer.
We may have higher than anticipated tax liabilities.
We conduct business globally and file income tax returns in various tax jurisdictions. Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including:
•changes in income before taxes in various jurisdictions in which we operate that have differing statutory tax rates;
•changing tax laws, regulations, and/or interpretations of such tax laws in multiple jurisdictions;
•effect of tax rate on accounting for acquisitions and dispositions;
•issues arising from tax audit or examinations and any related interest or penalties; and
•uncertainty in obtaining tax holiday extensions or expiration or loss of tax holidays in various jurisdictions.
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The Organization for Economic Co-operation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not yet adopted the Pillar Two framework into law, several countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 (fiscal year 2025 for us) and further rules becoming effective beginning in 2025 (fiscal year 2026 for us). Due to these new rules, our income tax expense could be unfavorably impacted as the legislation becomes effective in countries in which we conduct business. We will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
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. Additional changes in the U.S. tax regime or in how U.S. multinational corporations are taxed on foreign earnings, including changes in how existing tax laws are interpreted or enforced, could adversely affect our business, financial condition or results of operations.
We report our results of operations based on our determination of the amount of taxes owed in various tax jurisdictions in which we operate. The determination of our worldwide provision for income taxes and other tax liabilities requires estimation, judgment and calculations where the ultimate tax determination may not be certain. Our determination of tax liability is always subject to review or examination by tax authorities in various tax jurisdictions. Any adverse outcome of such review or examination could have a negative impact on our operating results and financial condition. The results from various tax examinations and audits may differ from the liabilities recorded in our financial statements and could adversely affect our financial results and cash flows.
Cyberattacks or the improper disclosure or control of confidential information could result in liability and harm our reputation, which could adversely affect our business.
Our business is heavily dependent upon information technology networks and systems, including those of our vendors, suppliers and partners. Internal or external attacks on those networks and systems could disrupt our normal operations centers and impede our ability to provide critical products and services to our customers, subjecting us to liability under our contracts and damaging our reputation. Additionally, such attacks could compromise our, or our customers' or vendors', intellectual property or confidential information or result in fraud or other financial loss. For instance, during each of July 2021, July 2022, and September 2023, a threat actor accessed parts of our networks and systems, and evidence suggests that the same individual or related groups were responsible for each incident. Additionally, in November 2024, we were notified by a partner of one of our wholly owned subsidiaries that a different threat actor gained unauthorized access to the partner’s networks and systems which contained data and information of a few of our subsidiary’s customers. While we do not believe at this time that these cyber-attacks had a material impact on our systems or operations, should new or different information come to light establishing that the intrusions are broader than now known or if additional attacks occur, it could have a broader impact on our systems and operations, and we could incur significant costs in responding to such intrusions.
In response to these incidents, we have engaged in various remedial and preventative actions to remove any threat actors 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 cooperated with law enforcement authorities.
Our business also involves the use, storage and transmission of information about our co-workers, and customers. If any person, including any of our co-workers, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines or other regulatory or criminal consequences.
We have security controls for our systems and other security practices in place to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, such as firewalls and anti-virus software, and we also provide information to our co-workers and business partners about the need to deploy security measures and the impact of doing so; however, notwithstanding our efforts to date, there are numerous sophisticated threat actors that are actively engaging in cyber-attacks that include our systems and there can be no assurance that such security measures will prevent additional improper access to our networks and systems, or access to or disclosure of, personally identifiable or proprietary information which could harm our business.
We could also face legal, regulatory, reputational and financial risks if we fail to protect customer and internal data from security breaches or cyberattacks.
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Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. The General Data Protection Regulation (“GDPR”) in Europe, the California Consumer Privacy Act and other similar laws have resulted, and will continue to result, in increased compliance costs. 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.
Global health and economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price.
Worldwide economic conditions remain uncertain due to the persistence of inflation, elevated interest rates, market volatility and adverse affects on product demand connected to geopolitical developments including tariff uncertainty, and other disruptions to global and regional economies and markets. External factors, such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics and other similar outbreaks in many parts of the world, could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price. More generally, these geopolitical, social and economic conditions could result in increased volatility in the United States and worldwide financial markets and economies. For example, increased instability may enhance volatility in currency exchange rates, cause our customers or potential customers to delay or reduce spending on our products or services, and limit our suppliers’ access to credit. It could also adversely impact our ability to obtain adequate insurance at reasonable rates and may require us to incur increased costs for security measures for our domestic and international operations. We are predominantly uninsured for losses and interruptions caused by terrorism, acts of war and similar events. These uncertainties make it difficult for us and our suppliers and customers to accurately plan future business activities.
The widespread outbreak of an illness or any other communicable disease, or any other public health crisis, could adversely affect our business, results of operations and financial condition.
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. The extent of the impact of any such public health crisis on our future operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, could depend on future developments, including the effect on our customers and demand for our products and services; our ability to sell and provide our products and services, including as a result of travel restrictions and people working remotely; the ability of our customers to pay for our solutions; any closures of our or our customers’ or partners’ offices and facilities; and the impact of governmental actions or mandates imposed in response to any such public health crisis, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption could materially affect our business, our results of operations, our access to sources of liquidity, the carrying value of our goodwill and intangible assets, our financial condition and our stock price.
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.
We have significant international operations and presence which subjects us to risks, including:
•political or economic instability;
•extensive governmental regulation;
•changes in import/export duties;
•fluctuation in foreign currency exchange rates;
•trade restrictions, including tariff uncertainty;
•compliance with the Foreign Corrupt Practices Act ("FCPA"), U.K. bribery laws and similar laws;
•difficulties and costs of staffing and managing operations in certain foreign countries;
•work stoppages or other changes in labor conditions;
•minimum wage increases;
•difficulties in collecting accounts receivable on a timely basis or at all;
•taxes; and
•seasonal reductions in business activity in some parts of the world.
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We may continue to expand internationally to respond to competitive pressure and customer and market requirements. Establishing operations in any foreign country or region presents risks such as those described above as well as risks specific to the particular country or region. For example, periodically, we receive reports directly from co-workers, vendors and customers related to, or otherwise become aware of, potential non-compliance with our Code of Conduct and various U.S. or foreign laws, such as the FCPA, U.K. bribery laws or local anti-corruption laws. We investigate these reports and matters, report the activity to governmental authorities as required and also cooperate with investigations by U.S. and foreign law enforcement authorities. While we do not believe any of the findings of these investigations have been material to the Company to date, we take these matters seriously and activities of our employees, vendors and customers in these regions could subject us to liability, even if we do not explicitly authorize or have actual knowledge of their activities. In addition, until a payment history is established over time with customers in a new geography or region, the likelihood of collecting accounts receivable generated by such operations could be less than our expectations. As a result, there is a greater risk that reserves set with respect to the collection of such accounts receivable may be inadequate. Furthermore, if our international expansion efforts in any foreign country are unsuccessful, we may decide to cease operations, which would likely cause us to incur additional expense and loss.
In addition, changes in policies or laws of the United States or foreign governments resulting in, among other things, higher taxation, currency conversion limitations, restrictions on fund transfers or the expropriation of private enterprises, could reduce the anticipated benefits of our international expansion. Any actions by countries in which we conduct business to reverse policies that encourage foreign trade or investment could adversely affect our business. If we fail to realize the anticipated growth of our future international operations, our business and operating results could suffer.
Increasing attention to corporate citizenship matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.
Companies are facing increasing attention, both positive and negative, from investors, customers, partners, consumers and other stakeholders relating to corporate citizenship matters, including environmental stewardship, social responsibility, inclusion, human rights and workplace conduct. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to corporate citizenship matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable corporate citizenship ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital.
We have established corporate social responsibility programs aligned with sound principles relating to sustainability, fostering connections and leading with integrity. These programs reflect our current initiatives and are not guarantees that we will be able to achieve them. Our ability to successfully execute these initiatives and accurately report our progress presents numerous operational, financial, legal, reputational and other risks, many of which are outside our control, and all of which could have a material negative impact on our business. Additionally, the implementation of these initiatives imposes additional costs on us. If our corporate citizenship initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain co-workers, and our attractiveness as an investment, business partner or acquirer could be negatively impacted. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.
If we are unable to maintain effective internal control over financial reporting, our ability to report our financial results on a timely and accurate basis may be adversely affected, which in turn could cause the market price of our common stock to decline.
Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control structure and procedures for financial reporting. We completed an evaluation of the effectiveness of our internal control over financial reporting for fiscal year 2025, and we have an ongoing program to perform the system and process evaluation and testing necessary to continue to comply with these requirements. However, internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions, and fraud. Because of the inherent limitations, misstatements due to error or fraud may occur and may not always be prevented or timely detected. We expect to continue to incur significant expenses and to devote management resources to Section 404 compliance. In the event that our management or independent registered public accounting firm determines that there is a material weakness in our internal control over financial reporting, investor perceptions and our reputation may be adversely affected, and the market price of our stock could decline.
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Changes to financial accounting standards may affect our results of operations and cause us to change our business practices.
We prepare our financial statements to conform to generally accepted accounting principles in the United States (“GAAP”). These accounting principles are subject to interpretation by the Financial Accounting Standards Board, American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. 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.
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Item 1C. Cybersecurity
Risk Management and Strategy
Our cybersecurity program is designed to protect the confidentiality, integrity and availability of critical assets and information, using a proactive and risk-based approach. We utilize the National Institute of Standards and Technology ("NIST") Cybersecurity Framework as well as other globally recognized standards. The NIST framework is structured around six Core Functions (Govern, Identify, Protect, Detect, Recover and Respond) and is a comprehensive approach to information and cybersecurity risk management. Our program includes policies, practices, procedures and controls designed to manage material risks from cybersecurity threats, including training requirements, threat monitoring and detection, threat containment and risk assessments.
While we focus on prevention and detection, we also have incident response and recovery plans in place designed to analyze, contain, remediate and communicate cybersecurity matters to help ensure a timely and robust response to actual or attempted incidents. In the event of a cybersecurity incident, our incident response process involves assessing incident severity, conducting root cause analysis, creating and implementing plans to address the incident, mobilizing appropriate resources and identifying potential remedial measures and other appropriate next steps. We also have on retainer a third-party consultant to assist us in our incident response and remediation.
Governance
The Board of Directors is responsible for overseeing our enterprise risk management process, including our information security program, compliance and risk management and cybersecurity risks. The CISO and CIO regularly provides reporting on cybersecurity matters to senior management and reports to the Board of Directors on at least a semi-annual basis and to the Technology Committee of the Board of Directors on at least a quarterly basis. This reporting includes updates on our information security strategy, key cyber risks and threats, efforts at protecting the Company from such risks and threats, and assessments of our cybersecurity program with regard to emerging trends. Depending on the magnitude of a cybersecurity incident, certain matters are required to be reported promptly to the Board of Directors, as appropriate, in accordance with our security incident response plan.
The Board of Directors' Technology Committee has an oversight role regarding technology-based risks and issues, including in relation to cybersecurity and other developing technologies, like generative AI. With respect to cybersecurity, the committee's role includes assisting the Board of Directors in evaluating management’s role in designing, implementing and assessing our IT systems, reviewing our cyber risks and strategies as well as any significant incidents, and providing guidance regarding the Company’s cybersecurity compliance obligations.
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Item 2. Properties
Our principal executive offices are located in Fremont, California and Clearwater, Florida. We own our Fremont property, while the Clearwater location is currently leased. We operate distribution, integration, contact center and administrative facilities in different countries.
We occupy 168 facilities covering approximately 15.2 million square feet, including warehouse, logistics and administrative facilities. 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 – 62, Europe – 63 and APJ – 43.
We have sublet unused portions of some of our facilities. We believe our facilities are well maintained and adequate for current and near future operating needs. Upon the expiration or termination of any of our leased facilities, we believe we could obtain comparable office space.
Item 3. Legal Proceedings
We are from time to time involved in legal proceedings in the ordinary course of business. We do not believe that these proceedings will have a material adverse effect on the results of our operations, our financial position or the cash flows of our business.
In addition, we have been involved in various bankruptcy preference actions where we were a supplier to the companies now in bankruptcy. These preference actions are filed by the bankruptcy trustee on behalf of the bankrupt estate and generally seek to have payments made by the debtor within 90 days prior to the bankruptcy returned to the bankruptcy estate for allocation among all of the bankruptcy estate’s creditors. We are not currently involved in any material preference proceedings.
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 the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The initial fine imposed on the Company was €76.1 million. The Company appealed its determination to the French courts, seeking to set aside or reduce the fine.
On October 6, 2022, the appeals court issued a ruling that reduced the fine imposed on 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. We continue to contest the arguments of the Competition Authority and have further appealed this matter. A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, the Company and another distributor was filed by eBizcuss. On November 25, 2024, the Paris Commercial Court ruled in favor of the Company and the other defendants and dismissed the claims in the eBizcuss civil lawsuit. An appeal to the ruling has since been made by eBizcuss, and while 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.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock, par value $0.001, is traded on the New York Stock Exchange, or NYSE, under the symbol “SNX.”
As of January 14, 2026, our common stock was held by approximately 3,089 stockholders of record. Because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these stockholders of record.
Stock Price Performance Graph
The stock price performance graph below, which assumes a $100 investment on November 30, 2020, compares our cumulative total stockholder return, the S&P Midcap 400 Index and Computer and Peripheral Equipment index for the period beginning November 30, 2020 through November 30, 2025. The Computer and Peripheral Equipment index is based on the Standard Industrial Classification Code 5045—Wholesale Computer and Computer Peripheral Equipment and Software. The closing price per share of our common stock was $152.48 on November 28, 2025, the last trading day of the fiscal year ended November 30, 2025. The comparisons in the table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock.
| Fiscal Years Ended | |||||||||||||||||||||||||||||||||||
| 11/30/2020 | 11/30/2021 | 11/30/2022 | 11/30/2023 | 11/30/2024 | 11/30/2025 | ||||||||||||||||||||||||||||||
| TD SYNNEX Corporation | $ | 100.00 | $ | 133.45 | $ | 133.63 | $ | 130.68 | $ | 159.88 | $ | 207.61 | |||||||||||||||||||||||
| S&P Midcap 400 Index | $ | 100.00 | $ | 126.47 | $ | 122.32 | $ | 123.74 | $ | 165.03 | $ | 164.65 | |||||||||||||||||||||||
| Computers and Peripheral Equipment | $ | 100.00 | $ | 108.24 | $ | 85.51 | $ | 86.03 | $ | 93.29 | $ | 113.58 | |||||||||||||||||||||||
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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.
Dividends
We have a history of paying quarterly cash dividends. Dividends declared per share by fiscal quarter in 2025 and 2024 were as follows:
| Fiscal Years Ended November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| First Quarter | $ | 0.440 | $ | 0.400 | |||||||
| Second Quarter | $ | 0.440 | $ | 0.400 | |||||||
| Third Quarter | $ | 0.440 | $ | 0.400 | |||||||
| Fourth Quarter | $ | 0.440 | $ | 0.400 | |||||||
On January 8, 2026, the Company announced a cash dividend of $0.48 per share to stockholders of record as of January 16, 2026, payable on January 30, 2026. 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. In March 2024, our Board of Directors authorized a new $2.0 billion share repurchase program (the “March 2024 share repurchase program”) supplementing the $196.7 million remaining authorization under the prior program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Exchange Act"). The March 2024 share repurchase program does not have an expiration date.
The following table presents information with respect to purchases of common stock by the Company under the March 2024 share repurchase program during the quarter ended November 30, 2025:
| Issuer Purchases of Equity Securities (amounts in thousands except per share amounts) | ||||||||||||||||||||||||||
| Period | Total number of shares purchased | Average price paid per share (1) | Total number of shares purchased as part of publicly announced plans or program | Maximum dollar value of shares that may yet be purchased under the plans or program | ||||||||||||||||||||||
| September 1 - September 30, 2025 | 206 | $ | 151.01 | 206 | $ | 1,329,874 | ||||||||||||||||||||
| October 1 - October 31, 2025 | 358 | 155.63 | 358 | 1,274,107 | ||||||||||||||||||||||
| November 1 - November 30, 2025 | 567 | 151.81 | 567 | 1,187,958 | ||||||||||||||||||||||
| Total | 1,131 | $ | 152.87 | 1,131 | ||||||||||||||||||||||
_________________________
(1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
For an understanding of TD SYNNEX and the significant factors that influenced our performance during the past three fiscal years, the following discussion and analysis of our financial condition and results of operations should be read in conjunction with the description of the business appearing in Item 1 of this Report and Item 8 Financial Statements and Supplementary Data included elsewhere in this Report. Amounts in certain tables appearing in this Report may not add or compute due to rounding.
This section of this Annual Report on Form 10-K generally discusses fiscal years 2025 and 2024 items and year-to-year comparisons between fiscal years 2025 and 2024. Discussions of fiscal year 2023 items and year-to-year comparisons between fiscal years 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2024 filed with the SEC on January 24, 2025.
In addition to historical information, the MD&A contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include, but are not limited to, those matters discussed under the heading “Note Regarding Forward-looking Statements.” Our actual results could differ materially from those anticipated by these forward‑looking statements due to various factors, including, but not limited to, those set forth under Item 1A. Risk Factors of this Annual Report on Form 10-K and elsewhere in this document.
Overview
We are a Fortune 100 corporation and a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem. We serve a critical role, bringing products from the world's leading and emerging technology vendors to market, and helping our customers create solutions best suited to maximize business outcomes for their end-user customers.
Economic and Industry Trends
We are highly dependent on the end-market demand for IT products, and on our partners' strategic initiatives and business models. 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 due to the continued persistence of inflation, elevated interest rates, market volatility and adverse effects on product demand connected to geopolitical developments including tariff uncertainty, or other factors may also lead to decline in the IT industry or increased price-based competition. Our systems design and integration solutions business is highly dependent on the demand for cloud infrastructure, and the number of key customers and suppliers in the market. Our 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.
Acquisitions
We continually seek to augment organic growth in our business with strategic acquisitions of businesses and assets that complement and expand our existing capabilities. We also divest businesses that we deem no longer strategic to our ongoing operations. 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.
On July 1, 2025, we completed the acquisition of Apptium Technologies, LLC and its subsidiaries ("Apptium"), a software development company and provider of a cloud commerce platform that represents a critical investment in our technology solutions orchestration strategy. We acquired all of the outstanding shares of Apptium for a purchase price of approximately $105.1 million.
On September 1, 2021, SYNNEX Corporation acquired Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which resulted in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger").
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Results of Operations
The following table sets forth, for the indicated periods, data as percentages of total revenue:
| Fiscal Years Ended November 30, | |||||||||||||||||
Consolidated Statements of Operations Data: | 2025 | 2024 | |||||||||||||||
| Revenue | 100.00 | % | 100.00 | % | |||||||||||||
| Cost of revenue | (93.01) | % | (93.19) | % | |||||||||||||
| Gross profit | 6.99 | % | 6.81 | % | |||||||||||||
| Selling, general and administrative expenses | (4.72) | % | (4.65) | % | |||||||||||||
| Acquisition, integration and restructuring costs | (0.01) | % | (0.12) | % | |||||||||||||
| Operating income | 2.26 | % | 2.04 | % | |||||||||||||
| Interest expense and finance charges, net | (0.57) | % | (0.55) | % | |||||||||||||
Other expense, net | — | % | (0.01) | % | |||||||||||||
| Income before income taxes | 1.69 | % | 1.48 | % | |||||||||||||
| Provision for income taxes | (0.37) | % | (0.30) | % | |||||||||||||
| Net income | 1.32 | % | 1.18 | % | |||||||||||||
Certain Non-GAAP Financial Information
In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including:
•Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance. Revenue in constant currency is calculated by translating the revenue for the fiscal year ended November 30, 2025 in the billing currency using the comparable prior period currency conversion rate. Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates will be higher or lower than growth reported at actual exchange rates.
•Adjusted selling, general and administrative expenses, which excludes the amortization of intangible assets and share-based compensation expense. TD SYNNEX also uses adjusted selling, general and administrative expenses as a percentage of gross profit, which is a useful metric in considering the portion of gross profit retained after selling, general and administrative expenses.
•Non-GAAP operating income, which is operating income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets and share-based compensation expense.
•Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue.
•Non-GAAP net income, which is net income, adjusted to exclude acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items.
•Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share impact of acquisition, integration and restructuring costs, amortization of intangible assets, share-based compensation expense and income taxes related to the aforementioned items.
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. From time to time, this category may also include transaction-related gains/losses on divestitures/spin-off of businesses, costs related to long-lived assets including impairment charges and accelerated depreciation and amortization expense due to changes in asset useful lives, as well as various other costs associated with the acquisition or divestiture.
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Our acquisition activities have resulted in the recognition of finite-lived intangible assets which consist primarily of customer relationships and vendor lists. Finite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the carrying value may not be recoverable. The amortization of intangible assets is reflected in our Consolidated Statements of Operations. Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to the sale of our products. Additionally, intangible asset amortization expense typically fluctuates based on the size and timing of our acquisition activity. Accordingly, we believe excluding the amortization of intangible assets, along with the other non-GAAP adjustments which neither relate to the ordinary course of our business nor reflect our underlying business performance, enhances our and our investors’ ability to compare our past financial performance with our current performance and to analyze underlying business performance and trends. Intangible asset amortization excluded from the related non-GAAP financial measure represents the entire amount recorded within our GAAP financial statements, and the revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. Intangible asset amortization is excluded from the related non-GAAP financial measure because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised.
Share-based compensation expense is a non-cash expense arising from the grant of equity awards to employees and non-employee members of our Board of Directors based on the estimated fair value of those awards. Although share-based compensation is an important aspect of the compensation of our employees, the fair value of the share-based awards may bear little resemblance to the actual value realized upon the vesting or future exercise of the related share-based awards and the expense can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Given the variety and timing of awards and the subjective assumptions that are necessary when calculating share-based compensation expense, we believe this additional information allows investors to make additional comparisons between our operating results from period to period.
We believe that providing this additional information is useful to the reader to better assess and understand our base operating performance, especially when comparing results with previous periods and for planning and forecasting in future periods, primarily because management typically monitors the business adjusted for these items in addition to GAAP results. Management also uses these non-GAAP measures to establish operational goals and, in some cases, for measuring performance for compensation purposes. As these non-GAAP financial measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies. 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.
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Fiscal Years Ended November 30, 2025 and 2024:
Revenue
The following table summarizes our revenue and change in revenue by segment for the fiscal years ended November 30, 2025 and 2024:
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | ||||||||||||||||||
Revenue in constant currency | (in thousands) | |||||||||||||||||||
| Consolidated | ||||||||||||||||||||
| Revenue | $ | 62,508,086 | $ | 58,452,436 | 6.9 | % | ||||||||||||||
| Impact of changes in foreign currencies | (500,045) | — | ||||||||||||||||||
| Revenue in constant currency | $ | 62,008,041 | $ | 58,452,436 | 6.1 | % | ||||||||||||||
| Americas | ||||||||||||||||||||
| Revenue | $ | 36,176,520 | $ | 34,791,848 | 4.0 | % | ||||||||||||||
| Impact of changes in foreign currencies | 113,303 | — | ||||||||||||||||||
| Revenue in constant currency | $ | 36,289,823 | $ | 34,791,848 | 4.3 | % | ||||||||||||||
| Europe | ||||||||||||||||||||
| Revenue | $ | 21,694,750 | $ | 19,634,156 | 10.5 | % | ||||||||||||||
| Impact of changes in foreign currencies | (626,335) | — | ||||||||||||||||||
| Revenue in constant currency | $ | 21,068,415 | $ | 19,634,156 | 7.3 | % | ||||||||||||||
| APJ | ||||||||||||||||||||
| Revenue | $ | 4,636,816 | $ | 4,026,432 | 15.2 | % | ||||||||||||||
| Impact of changes in foreign currencies | 12,987 | — | ||||||||||||||||||
| Revenue in constant currency | $ | 4,649,803 | $ | 4,026,432 | 15.5 | % | ||||||||||||||
Fiscal Year 2025 versus 2024
•Consolidated - Increased by $4.1 billion (in constant currency increased by $3.6 billion) primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue growth by approximately $2.8 billion, or 5%. The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar.
•Americas - Increased by $1.4 billion (in constant currency increased by $1.5 billion) primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue growth by approximately $1.6 billion, or 5%. The impact of changes in foreign currencies is primarily due to the weakening of the Canadian dollar against the U.S. dollar.
•Europe - Increased by $2.1 billion (in constant currency increased by $1.4 billion) primarily driven by growth in both our Advanced Solutions and Endpoint Solutions portfolios in the region, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue growth by approximately $720 million, or 4%. The impact of changes in foreign currencies is primarily due to the strengthening of the euro against the U.S. dollar.
•APJ - Increased by $610.4 million (in constant currency increased by $623.4 million) primarily driven by growth in both our Endpoint Solutions and Advanced Solutions portfolios in the region, partially offset by the presentation of additional revenue on a net basis due to the mix of products sold, which negatively impacted our revenue by approximately $460 million, or 11%. The impact of changes in foreign currencies is primarily due to the weakening of the Indian rupee against the U.S. Dollar.
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Gross Profit
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | ||||||||||||||||||||||||||||||
| Gross Profit and Gross Margin - Consolidated | (in thousands) | |||||||||||||||||||||||||||||||
| Revenue | $ | 62,508,086 | $ | 58,452,436 | 6.9 | % | ||||||||||||||||||||||||||
| Gross profit | $ | 4,368,982 | $ | 3,981,306 | 9.7 | % | ||||||||||||||||||||||||||
Gross margin | 6.99 | % | 6.81 | % | ||||||||||||||||||||||||||||
Our gross margin is affected by a variety of factors, including competition, selling prices, mix of products, the percentage of revenue that is presented on a net basis, product costs along with rebate and discount programs from our suppliers, reserves or settlement adjustments, freight costs, inventory losses and fluctuations in revenue.
Fiscal Year 2025 versus 2024
•Our gross profit increased primarily due to the increase in revenue related to growth in both our Advanced Solutions and Endpoint Solutions portfolios.
•Our gross margin increased primarily due to the impact of the presentation of additional revenues on a net basis due to the mix of products sold, which positively impacted our gross margin by approximately 30 basis points, as well as gross margin expansion in our Endpoint Solutions portfolio, partially offset by higher strategic technologies margins during the prior fiscal year.
Selling, General and Administrative ("SG&A") Expenses
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | ||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
Gross profit | $ | 4,368,982 | $ | 3,981,306 | 9.7 | % | ||||||||||||||||||||||||||
Selling, general and administrative expenses(1) | $ | 2,946,883 | $ | 2,715,781 | 8.5 | % | ||||||||||||||||||||||||||
| Amortization of intangibles | (296,258) | (292,304) | ||||||||||||||||||||||||||||||
| Share-based compensation | (66,428) | (69,201) | ||||||||||||||||||||||||||||||
| Adjusted selling, general and administrative expenses | $ | 2,584,197 | $ | 2,354,276 | 9.8 | % | ||||||||||||||||||||||||||
Selling, general and administrative expenses(1) as a percent of gross profit | 67.5 | % | 68.2 | % | ||||||||||||||||||||||||||||
| Adjusted selling, general and administrative expenses as a percent of gross profit | 59.1 | % | 59.1 | % | ||||||||||||||||||||||||||||
(1) Excludes acquisition, integration and restructuring costs, which are presented separately on the Consolidated Statements of Operations.
Our SG&A expenses consist primarily of personnel costs such as salaries, commissions, bonuses, share-based compensation and temporary personnel costs. SG&A expenses also include amortization of our intangible assets, cost of warehouses, delivery centers and other non-integration facilities, depreciation on certain of our capital equipment, IT expenses, credit costs including bad debt expense, legal and professional fees, travel and entertainment, and non-income taxes.
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Fiscal Year 2025 versus 2024
•SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs.
•SG&A expenses as a percentage of gross profit and adjusted SG&A expenses as a percentage of gross profit were relatively consistent, as the current period increase in SG&A expenses, primarily due to higher personnel costs, correlated with the increase in gross profit.
Acquisition, Integration and Restructuring Costs
Acquisition, integration and restructuring costs during fiscal year 2024 were primarily comprised of costs related to the Merger. Acquisition, integration and restructuring costs during fiscal year 2025 included $3.7 million of costs related to the acquisition of Apptium. For further discussion of the Apptium acquisition, see Note 3 - Acquisition, Integration and Restructuring Costs to the Consolidated Financial Statements. Other acquisition, integration and restructuring costs were $3.5 million and $6.9 million for fiscal years 2025 and 2024, respectively.
The Merger
We completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024. There were no related expenses recognized during fiscal year 2025. We previously incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, and long-lived assets charges and termination fees. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs. Long-lived asset charges and termination fees during fiscal year 2024 include accelerated depreciation and amortization expense of $5.5 million due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $17.0 million for termination fees related to certain IT systems.
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.
During the fiscal year ended November 30, 2024, acquisition and integration expenses related to the Merger were composed of the following:
Fiscal Year Ended November 30, | |||||||||||
| 2024 | |||||||||||
| (in thousands) | |||||||||||
| Professional services costs | $ | 16,456 | |||||||||
| Personnel and other costs | 15,279 | ||||||||||
Long-lived assets charges and termination fees | 22,533 | ||||||||||
Voluntary severance program costs | 10,113 | ||||||||||
| Total | $ | 64,381 | |||||||||
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Operating Income
The following tables provide an analysis of operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of operating income to non-GAAP operating income on a consolidated and regional basis for the fiscal years ended November 30, 2025 and 2024:
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | ||||||||||||||||||
| Operating Income and Operating Margin - Consolidated | (in thousands) | |||||||||||||||||||
| Revenue | $ | 62,508,086 | $ | 58,452,436 | ||||||||||||||||
| Operating income | $ | 1,414,919 | $ | 1,194,211 | 18.5 | % | ||||||||||||||
| Acquisition, integration and restructuring costs | 7,180 | 71,314 | ||||||||||||||||||
| Amortization of intangibles | 296,258 | 292,304 | ||||||||||||||||||
| Share-based compensation | 66,428 | 69,201 | ||||||||||||||||||
| Non-GAAP operating income | $ | 1,784,785 | $ | 1,627,030 | 9.7 | % | ||||||||||||||
| Operating margin | 2.26 | % | 2.04 | % | ||||||||||||||||
| Non-GAAP operating margin | 2.86 | % | 2.78 | % | ||||||||||||||||
Consolidated Fiscal Year 2025 versus 2024
•Operating income increased primarily due to an increase in revenue, gross margin expansion in our Endpoint Solutions portfolio and lower acquisition, integration and restructuring costs, partially offset by higher personnel costs and higher strategic technologies gross margins during the prior fiscal year.
•Operating margin increased primarily due to the increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our operating margin by approximately 9 basis points, and lower acquisition, integration and restructuring costs.
•Non-GAAP operating income increased primarily due to an increase in revenue and gross margin expansion in our Endpoint Solutions portfolio, partially offset by higher personnel costs and higher strategic technologies gross margins during the prior fiscal year.
•Non-GAAP operating margin increased primarily due to the increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our non-GAAP operating margin by approximately 13 basis points.
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | ||||||||||||||||||
| Operating Income and Operating Margin - Americas | (in thousands) | |||||||||||||||||||
| Revenue | $ | 36,176,520 | $ | 34,791,848 | ||||||||||||||||
| Operating income | $ | 1,005,394 | $ | 817,548 | 23.0 | % | ||||||||||||||
| Acquisition, integration and restructuring costs | 4,322 | 53,245 | ||||||||||||||||||
| Amortization of intangibles | 164,167 | 165,860 | ||||||||||||||||||
| Share-based compensation | 43,445 | 45,107 | ||||||||||||||||||
| Non-GAAP operating income | $ | 1,217,328 | $ | 1,081,760 | 12.5 | % | ||||||||||||||
Operating margin | 2.78 | % | 2.35 | % | ||||||||||||||||
| Non-GAAP operating margin | 3.36 | % | 3.11 | % | ||||||||||||||||
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Americas Fiscal Year 2025 versus 2024
•Operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios and lower acquisition, integration and restructuring costs, along with an increase in gross margin, partially offset by higher personnel costs.
•Operating margin increased primarily due to lower acquisition, integration and restructuring costs along with an increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our operating margin by approximately 13 basis points.
•Non-GAAP operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios along with an increase in gross margin, partially offset by higher personnel costs.
•Non-GAAP operating margin increased primarily due to an increase in gross margin, including impacts from the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our non-GAAP operating margin by approximately 15 basis points.
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||
| Operating Income and Operating Margin - Europe | (in thousands) | |||||||||||||||||||
| Revenue | $ | 21,694,750 | $ | 19,634,156 | ||||||||||||||||
| Operating income | $ | 299,815 | $ | 263,913 | 13.6 | % | ||||||||||||||
| Acquisition, integration and restructuring costs | 2,112 | 16,831 | ||||||||||||||||||
| Amortization of intangibles | 128,754 | 123,567 | ||||||||||||||||||
| Share-based compensation | 19,056 | 20,318 | ||||||||||||||||||
| Non-GAAP operating income | $ | 449,737 | $ | 424,629 | 5.9 | % | ||||||||||||||
| Operating margin | 1.38 | % | 1.34 | % | ||||||||||||||||
| Non-GAAP operating margin | 2.07 | % | 2.16 | % | ||||||||||||||||
Europe Fiscal Year 2025 versus 2024
•Operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios along with a decrease in acquisition, integration and restructuring costs, partially offset by higher personnel costs.
•Operating margin increased primarily due to lower acquisition, integration and restructuring costs, partially offset by a slight decline in gross margin.
•Non-GAAP operating income increased primarily due to growth in both our Advanced Solutions and Endpoint Solutions portfolios, partially offset by higher personnel costs.
•Non-GAAP operating margin decreased primarily due to a slight decline in gross margin.
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| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||
| Operating Income and Operating Margin - APJ | (in thousands) | |||||||||||||||||||
| Revenue | $ | 4,636,816 | $ | 4,026,432 | ||||||||||||||||
| Operating income | $ | 109,710 | $ | 112,750 | (2.7) | % | ||||||||||||||
| Acquisition, integration and restructuring costs | 746 | 1,238 | ||||||||||||||||||
| Amortization of intangibles | 3,337 | 2,877 | ||||||||||||||||||
| Share-based compensation | 3,927 | 3,776 | ||||||||||||||||||
| Non-GAAP operating income | $ | 117,720 | $ | 120,641 | (2.4) | % | ||||||||||||||
Operating margin | 2.37 | % | 2.80 | % | ||||||||||||||||
| Non-GAAP operating margin | 2.54 | % | 3.00 | % | ||||||||||||||||
APJ Fiscal Year 2025 versus 2024
•Operating income and non-GAAP operating income decreased primarily due to a decrease in strategic technologies gross margins along with higher personnel costs, partially offset by an increase in revenue.
•Operating margin and non-GAAP operating margin decreased primarily due to a decrease in strategic technologies gross margins, partially offset by the impact of the presentation of additional revenue on a net basis due to the mix of products sold, which positively impacted our operating margin and non-GAAP operating margin by approximately 22 and 23 basis points, respectively.
Interest Expense and Finance Charges, Net
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Interest expense and finance charges, net | $ | 356,608 | $ | 319,458 | 11.6 | % | ||||||||||||||
| Percentage of revenue | 0.57 | % | 0.55 | % | ||||||||||||||||
Amounts recorded in interest expense and finance charges, net, consist primarily of interest expense on our Senior Notes, our lines of credit, our term loans and our accounts receivable securitization facility, and fees associated with the sale of accounts receivable, partially offset by income earned on our cash investments.
Fiscal Year 2025 versus 2024
Interest expense and finance charges net, increased primarily driven by an increase in short-term borrowings to fund working capital requirements along with higher average interest rates on our Senior Notes, partially offset by decreased costs associated with the sale of accounts receivable due to lower related discount fees, which totaled $62.7 million and $67.8 million during the fiscal years ended November 30, 2025 and 2024, respectively.
Other Expense, Net
| Fiscal Years Ended November 30, | Change in Dollars | |||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Other expense, net | $ | 1,057 | $ | 8,718 | $ | (7,661) | ||||||||||||||
| Percentage of revenue | 0.00 | % | 0.01 | % | ||||||||||||||||
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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.
Fiscal Year 2025 versus 2024
Other expense, net decreased primarily due to decreased hedging costs.
Provision for Income Taxes
| Fiscal Years Ended November 30, | Percent Change | |||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Provision for income taxes | $ | 229,594 | $ | 176,944 | 29.8 | % | ||||||||||||||
| Percentage of income before income taxes | 21.72 | % | 20.43 | % | ||||||||||||||||
Income taxes consist of our current and deferred tax expense resulting from our income earned in domestic and foreign jurisdictions.
Fiscal Year 2025 versus 2024
Income tax expense increased primarily due to higher income during the period and a higher effective tax rate. The effective tax rate was higher when compared to the prior fiscal year primarily due to beneficial discrete impacts in the prior year, the change in valuation allowances in certain foreign jurisdictions, and the relative mix of earnings and losses within the taxing jurisdictions in which we operate, partially offset by the benefit of higher foreign-derived intangible income in the current year.
Net Income and Diluted EPS
The following tables present net income and diluted EPS as well as a reconciliation of our most comparable GAAP measures to the related non-GAAP measures presented:
| Fiscal Years Ended November 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Net income - Consolidated | (in thousands) | |||||||||||||
Net income | $ | 827,660 | $ | 689,091 | ||||||||||
| Acquisition, integration and restructuring costs | 7,180 | 71,314 | ||||||||||||
| Amortization of intangibles | 296,258 | 292,304 | ||||||||||||
| Share-based compensation | 66,428 | 69,201 | ||||||||||||
| Income taxes related to above | (100,389) | (109,973) | ||||||||||||
| Non-GAAP net income | $ | 1,097,137 | $ | 1,011,937 | ||||||||||
| Fiscal Years Ended November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Diluted EPS | |||||||||||
Diluted EPS(1) | $ | 9.95 | $ | 7.95 | |||||||
| Acquisition, integration and restructuring costs | 0.09 | 0.83 | |||||||||
| Amortization of intangibles | 3.56 | 3.37 | |||||||||
| Share-based compensation | 0.80 | 0.80 | |||||||||
| Income taxes related to above | (1.21) | (1.27) | |||||||||
| Non-GAAP diluted EPS | $ | 13.19 | $ | 11.68 | |||||||
_________________________
(1) Diluted EPS is calculated using the two-class method. Unvested restricted stock awards granted to employees are considered participating securities. For purposes of calculating Diluted EPS, net income allocated to participating securities was approximately 0.9% of net income for both the fiscal years ended November 30, 2025 and 2024.
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Liquidity and Capital Resources
Cash Conversion Cycle
| Three Months Ended | |||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||
(in thousands) | |||||||||||||||||
| Days sales outstanding ("DSO") | |||||||||||||||||
| Revenue | (a) | $ | 17,379,140 | $ | 15,844,563 | ||||||||||||
| Accounts receivable, net | (b) | 11,707,581 | 10,341,625 | ||||||||||||||
| Days sales outstanding | (c) = ((b)/(a))*the number of days during the period | 61 | 60 | ||||||||||||||
| Days inventory outstanding ("DIO") | |||||||||||||||||
| Cost of revenue | (d) | $ | 16,184,390 | $ | 14,803,618 | ||||||||||||
| Inventories | (e) | 9,504,340 | 8,287,048 | ||||||||||||||
| Days inventory outstanding | (f) = ((e)/(d))*the number of days during the period | 53 | 51 | ||||||||||||||
| Days payable outstanding ("DPO") | |||||||||||||||||
| Cost of revenue | (g) | $ | 16,184,390 | $ | 14,803,618 | ||||||||||||
| Accounts payable | (h) | 17,624,254 | 15,084,107 | ||||||||||||||
| Days payable outstanding | (i) = ((h)/(g))*the number of days during the period | 98 | 93 | ||||||||||||||
| Cash conversion cycle ("CCC") | (j) = (c)+(f)-(i) | 16 | 18 | ||||||||||||||
Cash Flows
Our business is working capital intensive. Our working capital needs are primarily to finance accounts receivable and inventory. We rely heavily on term loans, sales of accounts receivable, our securitization program, our revolver programs and net trade credit from vendors for our working capital needs. We have financed our growth and cash needs to date primarily through cash generated from operations and financing activities. As a general rule, when sales volumes are increasing, our net investment in working capital dollars typically increases, which generally results in decreased cash flow generated from operating activities. Conversely, when sales volumes decrease, our net investment in working capital dollars typically decreases, which generally results in increases in cash flows generated from operating activities. We calculate CCC as days of the last fiscal quarter’s revenue outstanding in accounts receivable plus days of supply on hand in inventory, less days of the last fiscal quarter’s cost of revenue outstanding in accounts payable. Our CCC was 16 days at the end of fiscal year 2025, and 18 days at the end of fiscal year 2024, respectively. Our CCC decreased, as compared to fiscal year 2024, primarily due to an increase in DPO as our accounts payable increased due to timing of cash payments, partially offset by an increase in DIO as our inventory balances increased to support growth in our business which contributed to the corresponding increase in our accounts payable.
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. These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities.
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Operating Activities
Net cash provided by operating activities was $1.5 billion and $1.2 billion during fiscal years 2025 and 2024, respectively. The increase in net cash provided by operating activities was primarily due to the year-over-year change in other accrued liabilities, a larger increase in accounts payable related to the increase in inventory purchases and associated timing of cash payments, and an increase in net income, partially offset by a larger increase in accounts receivable, related to the increase in sales volumes.
Investing Activities
Net cash used in investing activities was $221.2 million and $193.8 million during fiscal years 2025 and 2024, respectively. The increase in cash used in investing activities is primarily due to an increase in cash paid for the acquisition of businesses in the current year, which was $83.7 million primarily due to the acquisition of Apptium, compared to $43.7 million in the prior year, along with the prior year impact of proceeds from the sale of a building of $42.9 million. These impacts were partially offset by a decrease in capital expenditures of $32.8 million and a decrease in payments to settle net investment hedges of $14.5 million.
Financing Activities
Net cash used in financing activities was $32.9 million and $953.1 million during fiscal years 2025 and 2024, respectively. The decrease in net cash used in financing activities as compared to fiscal year 2024 is primarily due to an increase in net borrowings of $892.4 million.
We believe our current cash balances, cash flows from operations and credit availability are sufficient to support our operating activities for at least the next twelve months.
Capital Resources
Our cash and cash equivalents totaled $2.4 billion and $1.1 billion as of November 30, 2025 and 2024, respectively. Our cash and cash equivalents held by international subsidiaries are generally no longer subject to U.S. federal tax on repatriation into the United States. Repatriation of some foreign balances is restricted by local laws. If in the future we repatriate foreign cash back to the United States, we will report in our Consolidated Financial Statements the impact of state and withholding taxes depending upon the planned timing and manner of such repatriation. Presently, we believe we have sufficient resources, cash flow and liquidity within the United States to fund current and expected future working capital, investment and other general corporate funding requirements.
We believe that our available cash and cash equivalents balances, cash flows from operations and our existing sources of liquidity, including available capacity under our borrowing facilities, will be sufficient to enable the repayment of $700.0 million of our Senior Notes due in August 2026 and to satisfy our current and planned working capital and investment needs for the next twelve months in all geographies. We also believe that our longer-term working capital, planned capital expenditures, anticipated stock repurchases, dividend payments and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.
Credit Facilities and Borrowings
In the United States, we have an accounts receivable securitization program to provide additional capital for our operations (the "U.S. AR Arrangement"). Under the terms of the U.S. AR Arrangement, we and our subsidiaries that are party to the U.S. AR Arrangement can borrow up to a maximum of $1.5 billion based upon eligible trade accounts receivable. The U.S. AR Arrangement, as amended, has a maturity date of January 2028. 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. Our borrowings on these facilities vary within the period primarily based on changes in our working capital. There were no amounts outstanding under the U.S. AR Arrangement or the TD SYNNEX Revolving Credit Facility at November 30, 2025 or 2024. 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.
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The TD SYNNEX Credit Agreement also included a $1.5 billion term loan facility (the "TD SYNNEX Term Loan") that had a maturity date of September 2026. There was $581.3 million outstanding on the TD SYNNEX Term Loan as of November 30, 2024. We repaid the remaining principal of the TD SYNNEX Term Loan in full in October 2025, and there was no associated balance outstanding as of November 30, 2025.
On April 19, 2024, we entered into a Term Loan Credit Agreement (the "2024 Term Loan Credit Agreement") which provides for a senior unsecured term loan in the amount of $750.0 million (the "2024 Term Loan"). The proceeds from the 2024 Term Loan were used to repay a portion of the TD SYNNEX Term Loan. The 2024 Term Loan will mature on September 1, 2027.
We have various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities and book overdraft facilities, totaling approximately $676.6 million in borrowing capacity as of November 30, 2025. Our borrowings on these facilities vary within the period primarily based on changes in our working capital. There was $319.3 million outstanding on these facilities at November 30, 2025, at a weighted average interest rate of 5.72%, and there was $171.1 million outstanding at November 30, 2024, at a weighted average interest rate of 7.91%.
Historically, we have renewed our accounts receivable securitization program and our parent company credit facilities on, or prior to, their respective expiration dates. We have no reason to believe that these and other arrangements will not be renewed or replaced as we continue to be in good credit standing with the participating financial institutions. We have had similar borrowing arrangements with various financial institutions throughout our years as a public company.
We had total outstanding borrowings of approximately $4.6 billion and $3.9 billion as of November 30, 2025 and 2024, respectively. Our outstanding borrowings include Senior Notes of $3.6 billion and $2.4 billion at November 30, 2025 and 2024, respectively and term loans described above as the TD SYNNEX Term Loan and 2024 Term Loan of approximately $0.8 billion and $1.3 billion at November 30, 2025 and 2024, respectively. 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. Available capacity under these programs is dependent upon the level of our trade accounts receivable eligible to be sold into these programs and the financial institutions’ willingness to purchase such receivables. In addition, certain of these programs also require that we continue to service, administer and collect the sold accounts receivable. At November 30, 2025 and 2024, we had a total of $1.8 billion and $1.2 billion, respectively, of trade accounts receivable sold to and held by financial institutions under these programs. Discount fees for these programs in the years ended November 30, 2025 and 2024 totaled $62.7 million and $67.8 million, respectively.
Supplier Finance Programs
We have certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating vendors’ ability to sell their accounts receivable from us to the third-party financial institutions, at the sole discretion of these vendors. We are not party to the agreements between the vendor and the third-party financial institution. As part of these arrangements, we generally receive more favorable payment terms from our vendors. Our rights and obligations to our vendors, including amounts due, are generally not impacted by Supplier Finance Programs. However, we agree to make all payments to the third-party financial institutions, and our right to offset balances due from vendors against payment obligations is restricted by the agreements for those payment obligations that have been sold by the respective vendors. As of November 30, 2025 and 2024, we had $3.7 billion and $3.2 billion, respectively, in obligations outstanding under these programs included in "Accounts payable" in our Consolidated Balance Sheets.
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Share Repurchase Program
In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program. In March 2024, our Board of Directors authorized a new $2.0 billion share repurchase program (the “March 2024 share repurchase program”), supplementing the amount remaining under the existing program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act. The March 2024 share repurchase program does not have an expiration date. We repurchased 4.4 million shares of common stock for $596.1 million and 5.5 million shares of common stock for $611.9 million in fiscal 2025 and 2024, respectively. As of November 30, 2025, we had $1.2 billion available for future repurchases of our common stock. For additional information on the March 2024 share repurchase program, see Note 5 - Stockholders' Equity to the Consolidated Financial Statements included in Part II, Item 8 of this Report.
Covenant Compliance
Our credit facilities have a number of covenants and restrictions that require us to maintain specified financial ratios. They also limit our (or our subsidiaries', as applicable) ability to incur additional debt or liens, enter into agreements with affiliates, modify the nature of our business, and merge or consolidate. As of November 30, 2025, we were in compliance with all material financial covenants for the above arrangements.
Contractual Obligations
We are contingently liable under agreements, without expiration dates, to repurchase repossessed inventory acquired by flooring companies as a result of default on floor plan financing arrangements by our customers. There have been no material repurchases through November 30, 2025 under these agreements and we are not aware of any pending customer defaults or repossession obligations. 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.
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. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we review and evaluate our estimates and assumptions. Our estimates are based on our historical experience and a variety of other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our judgment about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies involve the more significant judgments, estimates and/or assumptions used in the preparation of our Consolidated Financial Statements.
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Revenue Recognition
We generate revenue primarily from the sale of various IT products.
We recognize revenues from the sale of IT hardware and software as control is transferred to customers, which is at the point in time when the product is shipped or delivered. We account for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Binding purchase orders from customers together with agreement to our terms and conditions of sale by way of an executed agreement or other signed documents are considered to be the contract with a customer. Products sold by us are delivered via shipment from our facilities, drop-shipment directly from the vendor, or by electronic delivery of software products. In situations where arrangements include customer acceptance provisions, revenue is recognized when we can objectively verify the products comply with specifications underlying acceptance and the customer has control of the products. Revenue is presented net of taxes collected from customers and remitted to government authorities. We generally invoice a customer upon shipment, or in accordance with specific contractual provisions. Payments are due as per contract terms and do not contain a significant financing component. In relation to product support, supply chain management and other services that we perform, revenue is recognized over time as the services are performed.
Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. These provisions are reviewed and adjusted periodically. Revenue is reduced for early payment discounts and volume incentive rebates offered to customers, which are considered variable consideration, at the time of sale based on an evaluation of the contract terms and historical experience.
We recognize revenue on a net basis on certain contracts, where our performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which we do not assume the risks and rewards of ownership, by recognizing the margins earned in revenue with no associated cost of revenue. Such arrangements include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts, extended warranty contracts and certain of 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. 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. Included within intangible assets is an indefinite lived trade name intangible asset. Our indefinite lived trade name intangible asset is considered a single unit of accounting and is tested for impairment at the consolidated level annually as of September 1, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. No impairment of our indefinite lived trade name intangible asset has been identified for any of the periods presented. Other purchased intangible assets are amortized over the useful lives based on estimates of the use of the economic benefit of the asset or on the straight-line amortization method.
We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination and test for impairment annually as of September 1, or more frequently if events or changes in circumstances indicate that it may be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The factors that are considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors such as increases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows; and other relevant entity-specific events and information. We also have the option to bypass the qualitative assessment for any reporting unit in any period.
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If the reporting unit does not pass or we choose to bypass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on the value of a business through an analysis of sales and other multiples of guideline companies and recent sales or offerings of a comparable entity. The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, working capital requirements, future economic conditions, discount rates, and other relevant factors. The assumptions used in the market and discounted cash flow approaches include inherent uncertainty and actual results could differ from these estimates. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss. No goodwill impairment has been identified for any of the years presented.
We performed our annual goodwill impairment test as of September 1, 2025 as a qualitative assessment, and determined that for all reporting units, it was not more likely than not that the fair value of the reporting unit was less than its carrying value.
We review the recoverability of our long-lived assets, such as finite-lived intangible assets, property and equipment and certain other assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows, undiscounted and without interest charges, of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value.
Income taxes
The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and laws that will be in effect when the difference is expected to reverse. Tax on global low-taxed intangible income is accounted for as a current expense in the period in which the income is included in a tax return using the “period cost” method. Valuation allowances are provided against deferred tax assets that are not likely to be realized.
We recognize tax benefits from uncertain tax positions only if that tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes.
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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are exposed to foreign currency risk in the ordinary course of business. We manage cash flow exposures for our major countries and the foreign currency impact of assets and liabilities denominated in non-functional currencies using a combination of forward contracts. Principal currencies hedged are the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Columbian peso, Costa Rican colón, Czech koruna, Danish krone, Euro, Hong Kong dollar, Indian rupee, Indonesian rupiah, Japanese yen, Malaysian ringgit, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, Singapore dollar, South Korean won, Swedish krona, Swiss franc, Turkish lira and Vietnamese dong. We do not hold or issue derivative financial instruments for trading purposes.
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In order to provide an assessment of our foreign currency exchange rate risk, we performed an analysis using a value-at-risk (“VaR”) model. The VaR model uses a Monte Carlo simulation to generate 1,000 random market price paths. The VaR model determines the potential impact of the fluctuation in foreign exchange rates assuming a one-day holding period, normal market conditions and a 95% confidence level. The model is not intended to represent actual losses but is used as a risk estimation and management tool. Firm commitments, assets and liabilities denominated in foreign currencies were excluded from the model. The estimated maximum potential one-day loss in fair value, calculated using the VaR model, would be approximately $3.0 million and $5.4 million at November 30, 2025 and 2024, respectively. We believe that the hypothetical loss in fair value of our foreign exchange derivatives would be offset by the gains in the value of the underlying transactions being hedged. Actual future gains and losses associated with our derivative positions may differ materially from the analyses performed as of November 30, 2025, due to the inherent limitations associated with predicting the changes in foreign currency exchange rates and our actual exposures and positions.
Interest Rate Risk
We are also exposed to changes in interest rates primarily as a result of our debt used to provide liquidity and to finance working capital, capital expenditures, and acquisitions. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to minimize overall borrowing costs. To achieve our objective, we use a combination of fixed and variable rate debt. The nature and amount of our long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors.
Certain of our borrowing facilities and our securitization arrangement are variable-rate obligations and expose us to interest rate risks. As of November 30, 2025, we had $750.0 million of outstanding term loan debt subject to variable interest rates and our subsidiaries had approximately $319.3 million in the aggregate outstanding under debt facilities subject to variable interest rates. The outstanding amount of our borrowings under these facilities may fluctuate in response to changes in our working capital and other liquidity requirements. To the extent that there are changes in interest rates, the interest expense on our variable rate debt may fluctuate. Additionally, discount fees paid to sell accounts receivable under our accounts receivable purchase agreements are impacted by changes in interest rates and expose us to interest rate risks.
A one percentage point (100 basis point) variation in average interest rates would have an impact on annual interest expense of $10.1 million based on the Company's outstanding variable rate debt at November 30, 2025.
Equity Price Risk
The equity price risk associated with our marketable equity securities as of November 30, 2025 and 2024 is not material in relation to our consolidated financial position, results of operations or cash flows. Marketable equity securities include shares of common stock and are recorded at fair market value based on quoted market prices. Gains and losses on marketable equity securities are included in earnings.
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Item 8. Financial Statements and Supplementary Data
INDEX
| Page | |||||
| Consolidated Financial Statements of TD SYNNEX Corporation | |||||
Report of Independent Registered Public Accounting Firm ( | |||||
| Financial Statement Schedule | |||||
Financial statement schedules not listed above are either omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or in the Notes thereto.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of ours are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, our management concludes that, as of November 30, 2025, our internal control over financial reporting was effective at the reasonable assurance level based on those criteria.
The effectiveness of our internal control over financial reporting as of November 30, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears on page 51 of this Report.
50
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
TD SYNNEX Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of TD SYNNEX Corporation and subsidiaries (the Company) as of November 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended November 30, 2025, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of November 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended November 30, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
51
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over revenue
As discussed in Note 12 to the consolidated financial statements, and presented in the consolidated statements of operations, the Company reported revenue of $62,508,086 thousand for the fiscal year ended November 30, 2025.
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. The geographical dispersion of distribution and administrative facilities and employees providing revenue generating services required especially subjective auditor judgment in determining the nature and extent of procedures to perform and in evaluating those procedures.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of the locations at which those procedures were to be performed. For certain locations we evaluated the design and tested the operating effectiveness of certain internal controls related to the recognition of revenue. For the Americas and Europe segments, we performed a software-assisted data analysis at a transactional level to identify higher risk revenue entries to test. We tested the identified higher risk revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence. We investigated a selection of journal entries that were made by the Company to adjust revenue. We evaluated the sufficiency of the audit evidence obtained over revenue by assessing the results of the procedures performed, including the appropriateness of the determination of locations to perform procedures.
/s/ KPMG LLP
We have served as the Company’s auditor since 2012.
Tampa, Florida
January 27, 2026
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TD SYNNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(Currency and share amounts in thousands, except par value)
| November 30, 2025 | November 30, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Receivables from vendors, net | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Borrowings, current | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term borrowings | |||||||||||
| Other long-term liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
53
TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Currency and share amounts in thousands, except per share amounts)
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Cost of revenue | ( | ( | ( | ||||||||||||||
| Gross profit | |||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ||||||||||||||
| Acquisition, integration and restructuring costs | ( | ( | ( | ||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense and finance charges, net | ( | ( | ( | ||||||||||||||
| Other expense, net | ( | ( | ( | ||||||||||||||
| Income before income taxes | |||||||||||||||||
| Provision for income taxes | ( | ( | ( | ||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Earnings per common share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
54
TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Currency in thousands)
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Other comprehensive income: | |||||||||||||||||
Unrealized (losses) gains on cash flow hedges during the period, net of tax benefit (expense) of $ | ( | ||||||||||||||||
Reclassification of net losses (gains) on cash flow hedges to net income, net of tax (benefit) expense of ($ | ( | ||||||||||||||||
Net change in unrealized losses on cash flow hedges, net of taxes | ( | ( | |||||||||||||||
Foreign currency translation adjustments and other, net of tax benefit (expense) of $ | ( | ||||||||||||||||
Reclassification of net foreign currency translation adjustment realized upon sale of foreign subsidiary, net of tax expense of $ | ( | ||||||||||||||||
Net change in foreign currency translation adjustments and other, net of taxes | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||
| Comprehensive income | $ | $ | $ | ||||||||||||||
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
55
TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Currency and share amounts in thousands, except per share amounts)
(Amounts may not add or compute due to rounding)
| Common stock | Treasury stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional paid-in capital | Shares | Amount | Accumulated other comprehensive income (loss) | Retained earnings | Total stockholders' equity | ||||||||||||||||||||||||||||||||||||||||
| Balances, November 30, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances, November 30, 2023 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances, November 30, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes | — | — | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances, November 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
56
TD SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency in thousands)
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Share-based compensation | |||||||||||||||||
| Provision for doubtful accounts | |||||||||||||||||
| Deferred income taxes | ( | ( | ( | ||||||||||||||
| Other | ( | ||||||||||||||||
| Changes in operating assets and liabilities, net of acquisition of businesses: | |||||||||||||||||
| Accounts receivable, net | ( | ( | ( | ||||||||||||||
| Receivables from vendors, net | ( | ( | |||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Accounts payable | ( | ||||||||||||||||
| Other operating assets and liabilities | ( | ||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Purchases of property and equipment | ( | ( | ( | ||||||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||||||||
| Proceeds from sale of fixed assets | |||||||||||||||||
| Settlement of net investment hedges | ( | ( | ( | ||||||||||||||
| Other, net | ( | ( | |||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Dividends paid | ( | ( | ( | ||||||||||||||
| Proceeds from issuance of common stock and reissuances of treasury stock | |||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ||||||||||||||
| Repurchases of common stock for tax withholdings on equity awards | ( | ( | ( | ||||||||||||||
| Net borrowings (repayments) on revolving credit loans | ( | ( | |||||||||||||||
| Principal payments on long-term debt | ( | ( | ( | ||||||||||||||
| Borrowings on long-term debt | |||||||||||||||||
| Cash paid for debt issuance costs | ( | ( | |||||||||||||||
| Other | |||||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | |||||||||||||||||
| Cash, cash equivalents and restricted cash at end of year | $ | $ | $ | ||||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||
| Interest paid on borrowings | $ | $ | $ | ||||||||||||||
| Income taxes paid | $ | $ | $ | ||||||||||||||
(Amounts may not add or compute due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
57
TD SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Currency and share amounts in thousands unless otherwise noted, except per share amounts)
NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION:
TD SYNNEX Corporation (together with its subsidiaries, herein referred to as “SYNNEX”, “TD SYNNEX” or the “Company”) is a leading global distributor and solutions aggregator for the information technology ("IT") ecosystem, headquartered in Fremont, California and Clearwater, Florida and has operations in North and South America, Europe and Asia-Pacific and Japan. The Company operates on a fiscal year that ends on November 30.
Certain columns and rows may not add or compute due to the use of rounded numbers.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. The Company evaluates these estimates on a regular basis and bases them on historical experience and on various assumptions that the Company believes are reasonable. Actual results could differ from the estimates.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated.
Investments in 20 % through 50 % owned affiliated companies are accounted under the equity method where the Company exercises significant influence over operating and financial affairs of the investee and is not the primary beneficiary. Investments in less than 20 % owned companies, where the Company does not have significant influence, are recorded at cost or fair value based on whether the equity securities have readily determinable fair values.
Segment Reporting
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with an original maturity or remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash equivalents consist principally of money market deposit accounts and money market funds that are stated at cost, which approximates fair value. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash balances with financial institutions are in excess of amounts that are insured.
Accounts Receivable
The Company maintains an allowance for doubtful accounts as an estimate to cover the future expected credit losses resulting from uncertainty regarding collections from customers to make payments for outstanding balances. In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis.
58
The Company has uncommitted accounts receivable purchase agreements with global financial institutions under which trade accounts receivable of certain customers and their affiliates may be acquired, without recourse, by the financial institutions. Available capacity under these programs is dependent on the level of the Company’s trade accounts receivable with these customers and the financial institutions’ willingness to purchase such receivables. In addition, certain of these programs also require that the Company continue to service, administer and collect the sold accounts receivable. As of November 30, 2025 and 2024, accounts receivable sold to and held by the financial institutions under these programs were $1.8 billion and $1.2 billion, respectively. Discount fees related to the sale of trade accounts receivable under these facilities are included in “Interest expense and finance charges, net” in the Consolidated Statements of Operations. During the fiscal years ended November 30, 2025, 2024 and 2023, discount fees were $62.7 million, $67.8 million and $51.1 million, respectively.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is computed based on the weighted-average method. Inventories are comprised of finished goods and work-in-process. Finished goods include products purchased for resale, system components purchased for both resale and for use in the Company’s systems design and integration business and completed systems. Work-in-process inventories are not material to the Consolidated Financial Statements.
Derivative Financial Instruments
The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value.
For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of “Accumulated other comprehensive income (loss)” in stockholders’ equity and reclassified into earnings in the same line associated with the hedged transactions, in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. The company classifies cash flows related to the settlement of its cash flow hedges as operating activities in the Consolidated Statements of Cash Flows.
For derivative instruments that hedge a portion of the Company's net investment in foreign-currency denominated operations that are designated as net investment hedges, the gain or loss on the derivative instrument is included within the caption "Foreign currency translation adjustments and other" on the Consolidated Statements of Comprehensive Income and is reported as a component of “Accumulated other comprehensive income (loss)” in stockholders’ equity until the sale or substantially complete liquidation of the underlying assets of the Company's investment. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the Consolidated Statement of Operations under a systematic and rational method over the life of the hedging instrument. The excluded component is recognized in "Interest expense and finance charges, net" on the Consolidated Statement of Operations. The Company classifies cash flows related to the settlement of its net investment hedges as investing activities in the Consolidated Statements of Cash Flows.
For derivative instruments that are not designated as hedges, gains and losses resulting from changes in fair value on derivative instruments are reported in the Consolidated Statements of Operations in the current period.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based upon the shorter of the estimated useful lives of the assets, or the lease term of the respective assets, if applicable. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized.
The Company’s capitalized software has been obtained or developed for internal use only. Development and acquisition costs are capitalized for computer software only when management authorizes and commits to funding a computer software project through the approval of a capital expenditure requisition, and the software project is either for the development of new software, to increase the life of existing software or to add significantly to the functionality of existing software. Once these requirements have been met, capitalization would begin at the point that conceptual formulation, evaluation, design and testing of possible software project alternatives have been completed. Capitalization ceases when the software project is substantially complete and ready for its intended use.
59
The ranges of estimated useful lives for property and equipment categories are as follows:
| Equipment and Furniture | |||||
| Software | |||||
| Leasehold Improvements | |||||
| Buildings and Building Improvements | |||||
Business Combinations
The purchase price is allocated to the assets acquired, liabilities assumed, and noncontrolling interests in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and noncontrolling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired entity and the Company and the value of the acquired assembled workforce, neither of which qualify for recognition as an intangible asset. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. The Company includes the results of operations of the acquired business in the Consolidated Financial Statements prospectively from the date of acquisition. Acquisition-related charges are recognized separately from the business combination and are expensed as incurred. These charges primarily include direct third-party professional and legal fees, and integration-related costs.
Goodwill and Intangible Assets
The values assigned to intangible assets include estimates and judgment regarding expectations for the length of customer relationships acquired in a business combination. Included within intangible assets is an indefinite lived trade name intangible asset. The Company's indefinite lived trade name intangible asset is considered a single unit of accounting and is tested for impairment at the consolidated level annually as of September 1, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Other purchased intangible assets are amortized over the useful lives based on estimates of the use of the economic benefit of the asset or on the straight-line amortization method.
The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination and tests for impairment annually as of September 1, or more frequently if events or changes in circumstances indicate that it may be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The factors that are considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors such as increases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows; and other relevant entity-specific events and information. The Company also has the option to bypass the qualitative assessment for any reporting unit in any period.
If the reporting unit does not pass or the Company chooses to bypass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on the value of a business through an analysis of sales and other multiples of guideline companies and recent sales or offerings of a comparable entity. The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, working capital requirements, future economic conditions, discount rates and other relevant factors. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss. No
Finite-lived intangible assets consist primarily of customer relationships, vendor lists and other intangible assets (including acquired technology). Amortization is based on the pattern in which the economic benefits of the intangible assets will be consumed or on a straight-line basis when the consumption pattern is not apparent over the following useful lives:
| Customer Relationships | |||||
| Vendor Lists | |||||
| Other Intangible Assets | |||||
60
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets, including finite-lived intangible assets, property and equipment, right-of-use ("ROU") assets and certain other assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows, undiscounted and without interest charges, of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value.
Leases
The Company enters into leases as a lessee for property and equipment in the ordinary course of business. When procuring goods or services, or upon entering into a contract with its customers, the Company determines whether an arrangement contains a lease at its inception. As part of that evaluation, the Company considers whether there is an implicitly or explicitly identified asset in the arrangement and whether the Company, as the lessee, or the customer, if the Company is the lessor, has the right to control the use of that asset. When the Company is the lessee, all leases with a term of more than 12 months are recognized as ROU assets and associated lease liabilities in the Consolidated Balance Sheets. Lease liabilities are recorded at the lease commencement date and determined using the present value of the lease payments not yet paid, at the Company’s incremental borrowing rate, which approximates the rate at which the Company would borrow on a secured basis in the country where the lease was executed. The interest rate implicit in the lease is generally not determinable in transactions where the Company is the lessee. The ROU asset equals the lease liability adjusted for any initial direct costs, prepaid rent and lease incentives. The Company’s variable lease payments generally relate to payments tied to various indexes, non-lease components and payments above a contractual minimum fixed amount.
Operating leases are included in other assets, net, other accrued liabilities and other long-term liabilities in the Consolidated Balance Sheets. Substantially all of the Company's leases are classified as operating leases and the Company’s finance leases are not material. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company made a policy election to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheets. Lease expenses are recorded within "Selling, general and administrative expenses" and "Cost of revenue" in the Consolidated Statements of Operations. Operating lease payments are presented within “Cash flows from operating activities” in the Consolidated Statements of Cash Flows.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and cash equivalents, accounts receivable, receivables from vendors and derivative instruments.
The Company’s cash and cash equivalents and derivative instruments are transacted and maintained with financial institutions with high credit standing, and their compositions and maturities are regularly monitored by management. Through November 30, 2025, the Company has not experienced any material credit losses on such deposits and derivative instruments.
Accounts receivable include amounts due from customers. Receivables from vendors, net, includes amounts due from OEM vendors primarily in the technology industry. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral. The Company also maintains allowances for potential credit losses. In estimating the required allowances, the Company takes into consideration the overall quality and aging of its receivable portfolio, the existence of credit insurance and specifically identified customer and vendor risks.
The following table provides revenue generated from products purchased from vendors that exceeded 10% of our consolidated revenue for the periods indicated (as a percent of consolidated revenue):
| Twelve Months Ended | |||||||||||||||||
| November 30, 2025 | November 30, 2024 | November 30, 2023 | |||||||||||||||
| Apple, Inc. | % | % | % | ||||||||||||||
| HP Inc. | % | N/A ( | N/A ( | ||||||||||||||
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(1) Revenue generated from products purchased from this vendor was less than 10% of consolidated revenue during the period presented.
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Book Overdrafts
Book overdrafts, representing checks issued in excess of balances on deposit in the applicable bank accounts and which have not been paid by the applicable bank at the balance sheet date are classified as “Borrowings, current” in the Company’s Consolidated Balance Sheets. Under the terms of the Company’s banking arrangements, the respective financial institutions are not legally obligated to honor the book overdraft balances. The Company’s policy is to report the change in book overdrafts as a financing activity in the Consolidated Statements of Cash Flows.
Revenue Recognition
The Company generates revenue primarily from the sale of various IT products.
The Company recognizes revenues from the sale of IT hardware and software as control is transferred to customers, which is at the point in time when the product is shipped or delivered. The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Binding purchase orders from customers together with agreement to the Company's terms and conditions of sale by way of an executed agreement or other signed documents are considered to be the contract with a customer. Products sold by the Company are delivered via shipment from the Company’s facilities, drop-shipment directly from the vendor, or by electronic delivery of software products. In situations where arrangements include customer acceptance provisions, revenue is recognized when the Company can objectively verify the products comply with specifications underlying acceptance and the customer has control of the products. Revenue is presented net of taxes collected from customers and remitted to government authorities. The Company generally invoices a customer upon shipment, or in accordance with specific contractual provisions. Payments are due as per contract terms and do not contain a significant financing component. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed.
Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. These provisions are reviewed and adjusted periodically by the Company. Revenue is reduced for early payment discounts and volume incentive rebates offered to customers, which are considered variable consideration, at the time of sale based on an evaluation of the contract terms and historical experience.
The Company recognizes revenue on a net basis on certain contracts, where the Company’s performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which the Company does not assume the risks and rewards of ownership, by recognizing the margins earned in revenue with no associated cost of revenue. Such arrangements include supplier service contracts, post-contract software support services, cloud computing and software as a service arrangements, certain fulfillment contracts, extended warranty contracts and certain of the Company's systems design and integration solutions arrangements which operate under a customer-owned procurement model.
The Company considers shipping and handling activities as costs to fulfill the sale of products. Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue.
The Company disaggregates its revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue. Disaggregated revenue disclosure is presented in Note 12 – Segment Information.
Cost of Revenue
Cost of revenue includes the product price paid to OEM suppliers, net of any incentives, rebates, price protection and purchase discounts received from the OEM suppliers. Cost of revenue also consists of provisions for inventory losses and write-downs, shipping and handling costs and royalties due to OEM vendors. In addition, cost of revenue includes the cost of materials, labor and overhead and warranty for design and integration activities.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses are charged to income as incurred. Expenses of promoting and selling products and services are classified as selling expense and include such items as compensation, sales commissions and travel. General and administrative expenses include such items as compensation, cost of warehouse, delivery centers and other non-integration facilities, IT expenses, legal and professional costs, and non-income taxes. In addition, selling, general and administrative expenses include other operating items such as allowances for credit losses, depreciation and amortization of intangible assets.
OEM Supplier Programs
Funds received from OEM suppliers for volume promotion programs, price protection and product rebates are recorded as adjustments to cost of revenue and/or the carrying value of inventories, as appropriate. Where there is a binding agreement, the Company tracks vendor promotional programs for volume discounts on a program-by-program basis and records them as a reduction to cost of revenue based on a systematic and rational allocation. The Company monitors the balances of vendor receivables on a quarterly basis and adjusts the balances due for differences between expected and actual sales volume. Vendor receivables are generally collected through reductions authorized by the vendor to accounts payable. Funds received for specific marketing and infrastructure reimbursements, net of related costs, are recorded as adjustments to “Selling, general and administrative expenses,” and any excess reimbursement amount is recorded as an adjustment to cost of revenue.
Royalties
The Company’s software product purchases include products licensed from OEM vendors, which are subsequently distributed to resellers. Royalties to OEM vendors are accrued and recorded in cost of revenue when software products are shipped and revenue is recognized.
Warranties
The Company’s OEM suppliers generally warrant the products distributed by the Company and allow returns of defective products. The Company generally does not independently warrant the products it distributes; however, the Company does warrant the following: (1) products that it builds to order from components purchased from other sources, (2) services with regard to products integrated for its customers; and (3) products sold in countries where the Company is responsible for defective product as a matter of law. The time period required by law in certain countries exceeds the warranty period provided by the manufacturer. The Company is obligated to provide warranty protection for sales of certain IT products within the European Union (“EU”) for up to two years as required under the EU directive where vendors have not affirmatively agreed to provide pass-through protection. Warranty expense and the accrual for warranty costs were not material to the Company’s Consolidated Financial Statements for any of the periods presented.
Advertising
Costs related to advertising and product promotion expenditures are charged to “Selling, general and administrative expenses” as incurred and are primarily offset by OEM marketing reimbursements. Net costs related to advertising and promotion expenditures were not material to the Company’s Consolidated Financial Statements for any of the periods presented.
Income Taxes
The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and laws that will be in effect when the difference is expected to reverse. Tax on global low-taxed intangible income is accounted for as a current expense in the period in which the income is included in a tax return using the “period cost” method. Valuation allowances are provided against deferred tax assets that are not likely to be realized.
The Company recognizes tax benefits from uncertain tax positions only if that tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.
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Foreign Currency Translations
The financial statements of the Company’s international subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the month. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income (loss)” in stockholders’ equity. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included in earnings within “Cost of revenue” and “Other expense, net.”
Comprehensive Income
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The primary components of comprehensive income for the Company include net income, foreign currency translation adjustments arising from the consolidation of the Company’s international subsidiaries and unrealized gains and losses on cash flow hedges.
Share-based Compensation
The Company accounts for share-based payment transactions in which the Company receives services in exchange for equity instruments of the Company. Share-based compensation cost for stock options, restricted stock awards and units, performance-based restricted stock units and employee stock purchase plans is determined based on the fair value at the grant date. The Company recognizes share-based compensation cost as expense for awards other than its performance-based restricted stock units ratably on a straight-line basis over the requisite service period. The Company recognizes share-based compensation cost associated with its performance-based restricted stock units over the requisite service period if it is probable that the performance conditions will be satisfied. The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.
Earnings Per Common Share
Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of common stock and participating securities. Basic earnings per common share is computed by dividing net income attributable to the Company’s common stockholders by the weighted-average of common shares outstanding during the period. Diluted earnings per common share also considers the dilutive effect of in-the-money stock options and restricted stock units, calculated using the treasury stock method.
Treasury Stock
Reclassifications
Certain reclassifications have been made to prior period amounts in the Consolidated Financial Statements to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.
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Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued an accounting standards update, ASU 2023-07, which requires the following enhanced segment disclosures on an annual and interim basis: (1) significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, (2) other segment items by reportable segment and a description of its composition, and (3) the title of the chief operating decision maker, an explanation of how they use the reported measures of segment profit/loss in assessing segment performance and decide how to allocate resources, as well as clarifications if they use more than one measure of a segment’s profit or loss in assessing segment performance. The amendments in ASU 2023-07 are effective for annual periods beginning after December 15, 2023 and for subsequent interim periods. The Company adopted this standard retrospectively during the fiscal year ending November 30, 2025 which resulted in incremental disclosures presented within Note 12 - Segment Information.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued an accounting standards update, ASU 2023-09, which requires enhanced income tax disclosures. The enhanced disclosures required include disclosure of specific categories and disaggregation of information in the rate reconciliation table. ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, which for the Company would be the fiscal year ending November 30, 2026. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact the new accounting standard will have on its income tax disclosures in the notes to the consolidated financial statements.
In July 2025, the FASB issued an accounting standards update, ASU 2025-05, which creates a new optional practical expedient related to the estimation of future expected credit losses on accounts receivable. If elected, this expedient removes the requirement, when estimating expected credit losses, to consider changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Instead, companies electing the expedient may assume that current conditions as of the balance sheet date will not change for the remaining life of the asset. The amendments in ASU 2025-05 are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2027. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the impact the new accounting standard could have on its estimates for future expected credit losses if the Company chooses to elect the optional practical expedient.
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In September 2025, the FASB issued an accounting standards update, ASU 2025-06, which amends guidance related to the accounting for internal-use software development costs. The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages". It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2025-06 allows companies to elect one of the following adoption methods to apply its amendments: a prospective transition approach, a retrospective transition approach, or a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption. The Company is currently evaluating the impact the new accounting standard will have on its policy for capitalization of development costs for software intended for internal use.
In November 2025, the FASB issued an accounting standards update, ASU 2025-09, which makes certain targeted improvements to simplify the application of the hedge accounting guidance and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. Among other amendments, these improvements include expanding the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge and clarifying the circumstance under which a group of individual forecasted transactions can be considered to have a similar risk exposure. The amendments in ASU 2025-09 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual reporting periods, which for the Company would be the fiscal first quarter ending February 29, 2028. Early adoption is permitted and the amendments should be applied on a prospective basis for all hedging relationships. The Company is currently evaluating the impact the new accounting standard could have on its hedge accounting policies.
NOTE 3—ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:
Acquisition, integration and restructuring costs during fiscal year 2024 and 2023 were primarily comprised of costs related to the Merger (as defined below). There were no acquisition, integration and restructuring costs related to the Merger during fiscal year 2025. Acquisition, integration and restructuring costs related to the acquisition of Apptium (as defined below) were $3.7 million during fiscal year 2025. Other acquisition, integration and restructuring costs were $3.5 million, $6.9 million and $9.4 million during the fiscal years ended November 30, 2025, 2024 and 2023, respectively.
Apptium Acquisition
On July 1, 2025, the Company completed the acquisition of Apptium Technologies, LLC and its subsidiaries ("Apptium"), a software development company and provider of a cloud commerce platform that represents a critical investment in the Company’s technology solutions orchestration strategy. The Company acquired all of the outstanding shares of Apptium for a purchase price of approximately $105.1 million. The acquisition of Apptium was not material to the Company's results of operations or financial condition. The financial results of Apptium have been included in the Company's Consolidated Financial Statements since the date of acquisition.
The purchase price allocation is preliminary and subject to revision as additional information about the fair value of assets acquired and liabilities assumed becomes available. Preliminarily, the Company has recorded $87.1 million of goodwill and $16.9 million of intangible assets, primarily related to acquired technology, as of November 30, 2025.
The Merger
On September 1, 2021, SYNNEX Corporation acquired Tech Data Corporation, a Florida corporation (“Tech Data”) through a series of mergers, which resulted in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "Merger"). The combined company is referred to as TD SYNNEX.
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The Company completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024. The Company previously incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, long-lived assets charges and termination fees, and stock-based compensation expense. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs. Long-lived asset charges and termination fees include accelerated depreciation and amortization expense of $5.5 million and $17.4 million during fiscal years 2024 and 2023, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems. Long-lived asset charges and termination fees 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. Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 4 – Share Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.
In July 2023, the Company offered a voluntary severance program ("VSP") to certain co-workers in the United States as part of the Company's cost optimization efforts related to the Merger. The Company incurred $10.1 million of costs in connection with the VSP during fiscal year 2024, including $8.0 million of severance costs and $2.1 million of duplicative labor costs. The Company incurred $52.1 million of costs in connection with the VSP during fiscal year 2023, including $42.3 million of severance costs and $9.8 million of duplicative labor costs.
Acquisition and integration expenses related to the Merger were composed of the following during the periods presented:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
(currency in thousands) | |||||||||||||||||
| Professional services costs | $ | $ | |||||||||||||||
| Personnel and other costs | |||||||||||||||||
| Long-lived assets charges and termination fees | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Voluntary severance program costs | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
NOTE 4—SHARE-BASED COMPENSATION:
Overview of TD SYNNEX Stock Incentive Plans
The Company’s stock incentive plans include plans adopted in 2020 and 2013 (the “TD SYNNEX Plan(s)”). The TD SYNNEX Plans, as amended, provide for the direct award or sale of shares of common stock, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), the grant of options to purchase shares of common stock and the award of stock appreciation rights to employees and non-employee directors and consultants. No further grants may be made under the 2013 TD SYNNEX Plan and all outstanding awards under the 2013 TD SYNNEX Plan continue to be governed by their existing terms. As of November 30, 2025, there were 1.8 million shares of common stock authorized under the 2020 TD SYNNEX Plan available for future grants.
Under the TD SYNNEX Plans, qualified employees are eligible for the grant of incentive stock options to purchase shares of common stock. Qualified employees and outside directors and consultants are eligible for the grant of non-qualified stock options, stock appreciation rights, RSAs and RSUs.
The outstanding RSAs and RSUs generally vest ratably on an annual basis over a period of to five years , with certain awards subject to other vesting periods as defined per the grant agreement. RSAs granted to qualified non-employee directors vest one fourth on a quarterly basis over a one-year period. The holders of RSAs are entitled to the same voting, dividend and other rights as the Company’s common stockholders. Certain RSUs vest subject to the achievement of individual, divisional or company-wide performance goals. The majority of these performance-based RSUs vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee.
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The exercise price for stock options will not be less than 100 % of the fair market value of the stock on the date of grant and the stock options have a contractual term of ten years . The majority of outstanding stock options vest as to one fifth of the stock underlying the stock options on the first anniversary date of the grant and the remaining vest monthly over a four-year period starting one month after the first anniversary of the date of grant.
Unless terminated sooner, the 2020 TD SYNNEX Plan will terminate on March 17, 2030.
The Company recognizes share-based compensation expense for all share-based awards made to employees and outside directors, including employee stock options, RSAs, RSUs, performance-based RSUs and employee stock purchase rights, based on estimated fair values.
A summary of share-based compensation expense in the Consolidated Statements of Operations for TD SYNNEX stock incentive plans is presented below:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency in thousands) | |||||||||||||||||
| Selling, general and administrative expenses | $ | $ | $ | ||||||||||||||
Acquisition, integration and restructuring costs | |||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | ||||||||||||||
The Company settles all share-based award vestings and exercises with the reissuance of treasury shares.
Valuation Assumptions
The Company estimates the fair value of share-based payment awards on the grant date and recognizes as expense over the requisite service period in the Company’s Consolidated Financial Statements.
The Company uses the Black-Scholes valuation model to estimate the fair value of stock options as well as shares issued pursuant to the 2024 ESPP (as defined below). The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption is determined using historical volatility of the Company’s common stock.
The fair value of stock awards is determined based on the stock price at the date of grant. For grants that do not accrue dividends or dividend equivalents, the fair value is the stock price reduced by the present value of estimated dividends over the vesting period. For performance-based RSUs, the grant-date fair value assumes that the targeted performance goals will be achieved. Over the performance period, the number of awards expected to vest will be adjusted higher or lower based on the probability of achievement of performance goals.
The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.
Employee Stock Options
A summary of the changes in the Company’s stock options is set forth below:
| Options Outstanding | |||||||||||
(shares in thousands, except per share amounts) | Number of shares | Weighted- average exercise price per share | |||||||||
| Balances, November 30, 2024 | $ | ||||||||||
| Options exercised | ( | ||||||||||
Options cancelled | ( | ||||||||||
| Balances, November 30, 2025 | $ | ||||||||||
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There were no new stock options granted during fiscal years 2025, 2024, or 2023. As of November 30, 2025, 231 thousand stock options were outstanding with a weighted-average remaining contractual term of 3.26 years, a weighted-average exercise price of $78.03 per share and an aggregate pre-tax intrinsic value of $17.2 million. As of November 30, 2025, 221 thousand options were vested and exercisable with a weighted-average remaining contractual term of 3.14 years, a weighted-average exercise price of $76.70 per share and an aggregate pre-tax intrinsic value of $16.8 million.
The intrinsic values of stock options exercised and the cash received from the exercise of stock options during fiscal years 2025, 2024 and 2023 were as follows:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency in thousands) | |||||||||||||||||
| Intrinsic value of options exercised | $ | $ | $ | ||||||||||||||
| Cash received from exercise of options | $ | $ | $ | ||||||||||||||
As of November 30, 2025, the unamortized share-based compensation expense related to unvested stock options under the TD SYNNEX Plans was immaterial.
Restricted Stock Awards and Restricted Stock Units
A summary of the changes in the Company’s non-vested RSAs and RSUs during fiscal year 2025 is presented below:
(shares in thousands, except per share amounts) | Number of shares | Weighted-average, grant-date fair value per share | |||||||||
| Non-vested as of November 30, 2024 | $ | ||||||||||
Granted | |||||||||||
Vested | ( | ||||||||||
Attainment adjustments(1) | ( | ||||||||||
Cancelled | ( | ||||||||||
| Non-vested as of November 30, 2025 | $ | ||||||||||
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(1) During the year ended November 30, 2025, the attainment on PRSUs vested was adjusted to reflect actual performance.
The weighted-average grant-date fair value of the 674 thousand RSAs and RSUs granted during fiscal year 2024 was $115.33 . The weighted-average grant-date fair value of the 635 thousand RSAs and RSUs granted during fiscal year 2023 was $96.75 . The total fair value of RSAs and RSUs vested during fiscal years 2025, 2024, and 2023 was $93.6 million, $73.0 million, and $54.4 million, respectively.
As of November 30, 2025, there was $99.4 million of total unamortized share-based compensation expense related to non-vested RSAs and RSUs granted under the TD SYNNEX Plans. That cost is expected to be recognized over an estimated weighted-average amortization period of 1.89 years.
Tech Data Equity Awards
Prior to the Merger, certain of Tech Data’s employees were granted performance-based equity awards in Tiger Parent Holdings L.P., a partnership entity that was the parent company of Tiger Parent (AP) Corporation and Tech Data, that were unvested at the time of the closing of the Merger. Upon closing of the Merger, the unvested performance-based equity awards were converted into restricted shares of TD SYNNEX that vested over two years .
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The restricted shares had a fair value of $127.60 per share upon closing of the Merger which was recorded as share-based compensation expense on a straight-line basis over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statement of Operations. Vesting of the restricted shares was completed as of September 1, 2023, therefore there was no related share-based compensation expense recorded by the Company during fiscal year 2025 or 2024. The Company recorded $29.2 million of share-based compensation expense related to these restricted shares in "Acquisition, integration, and restructuring costs" during fiscal year 2023.
Employee Stock Purchase Plan
On January 10, 2024, the Board of Directors approved the adoption of the 2024 Employee Stock Purchase Plan (“2024 ESPP”) to succeed the Company's 2014 Employee Stock Purchase Plan. The 2024 ESPP commenced with 750 thousand authorized shares, with 555 thousand shares available for issuance as of November 30, 2025. Under the 2024 ESPP, there are two offering periods per calendar year. Eligible employees in the United States and Canada can choose to have a fixed percentage deducted from their bi-weekly compensation to purchase the Company's common stock at a discount of 15 %, subject to a maximum purchase limit of $25 thousand in fair market value of common stock in a calendar year.
Share-based compensation expense related to the Company's employee stock purchase plans during fiscal years 2025, 2024 and 2023 was $4.2 million, $2.6 million, and $0.6 million, respectively.
Tax Benefit of Share-Based Compensation Expense
NOTE 5—STOCKHOLDERS’ EQUITY:
Share Repurchase Program
In January 2023, the Board of Directors authorized a three-year $1.0 billion share repurchase program. In March 2024, the Board of Directors authorized a new $2.0 billion share repurchase program (the "March 2024 share repurchase program") supplementing the $196.7 million remaining authorization under the prior program, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The March 2024 share repurchase program does not have an expiration date.
As of November 30, 2025, the Company had $1.2 billion available for future repurchases of its common stock under the March 2024 share repurchase program.
The Company's treasury stock activity during the year ended November 30, 2025, including common share repurchases, is summarized as follows:
(shares in thousands, except per share amounts) | Shares | Weighted-average price per share | ||||||||||||
Treasury stock balance as of November 30, 2024 | $ | |||||||||||||
Shares of common stock repurchased under share repurchase program (1) | ||||||||||||||
Shares of common stock repurchased for tax withholdings on equity awards | ||||||||||||||
| Shares of treasury stock reissued for employee benefit plans | ( | |||||||||||||
Treasury stock balance as of November 30, 2025 | $ | |||||||||||||
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(1) Weighted-average price per share excludes broker's commissions and excise taxes. "Repurchases of common stock" in the Consolidated Statements of Cash Flows for the twelve months ended November 30, 2025, 2024 and 2023 excludes amounts related to excise tax that when accrued are recorded in "Other current liabilities" and "Treasury stock" on the Consolidated Balance Sheets. Excise taxes paid are classified as operating activities in the Consolidated Statements of Cash Flows.
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Dividends
The Company declared cumulative cash dividends of $1.76 , $1.60 and $1.40 per share during the years ended November 30, 2025, 2024 and 2023, respectively. On January 8, 2026 , the Company announced a cash dividend of $0.48 per share to stockholders of record as of January 16, 2026 , payable on January 30, 2026 . Dividends are subject to continued capital availability and the declaration by the Board of Directors in the best interest of the Company’s stockholders.
NOTE 6—EARNINGS PER COMMON SHARE:
The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:
__________________
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency and share amounts in thousands, except per share amounts) | |||||||||||||||||
| Basic earnings per common share: | |||||||||||||||||
Net income attributable to common stockholders(1) | $ | $ | $ | ||||||||||||||
| Weighted-average number of common shares - basic | |||||||||||||||||
| Basic earnings per common share | $ | $ | $ | ||||||||||||||
| Diluted earnings per common share: | |||||||||||||||||
Net income attributable to common stockholders(1) | $ | $ | $ | ||||||||||||||
| Weighted-average number of common shares - basic | |||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Stock options and RSUs | |||||||||||||||||
| Weighted-average number of common shares - diluted | |||||||||||||||||
| Diluted earnings per common share | $ | $ | $ | ||||||||||||||
| Anti-dilutive shares excluded from diluted earnings per share calculation | |||||||||||||||||
(1) RSAs granted by the Company are considered participating securities. Income available to participating securities was immaterial in all periods presented.
NOTE 7—BALANCE SHEET COMPONENTS:
Accounts receivable, net:
The following table summarizes accounts receivable, net:
| As of November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
(currency in thousands) | |||||||||||
| Accounts receivable | $ | $ | |||||||||
| Less: Allowance for doubtful accounts | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
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Allowance for doubtful trade receivables:
The following table summarizes the changes to the allowance for doubtful trade receivables (currency in thousands):
| Balance as of November 30, 2022 | $ | ||||
| Additions | |||||
| Write-offs, recoveries, reclassifications and foreign exchange translation | ( | ||||
| Balance as of November 30, 2023 | |||||
| Additions | |||||
| Write-offs, recoveries, reclassifications and foreign exchange translation | ( | ||||
| Balance as of November 30, 2024 | |||||
| Additions | |||||
| Write-offs, recoveries, reclassifications and foreign exchange translation | ( | ||||
| Balance as of November 30, 2025 | $ | ||||
Property and equipment, net:
The following table summarizes property and equipment, net:
| As of November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
(currency in thousands) | |||||||||||
| Land | $ | $ | |||||||||
| Equipment, computers and software | |||||||||||
| Furniture and fixtures | |||||||||||
| Buildings, building improvements and leasehold improvements | |||||||||||
| Total property and equipment, gross | $ | $ | |||||||||
| Total accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation and amortization expense for fiscal years 2025, 2024 and 2023, was $118.0 million, $115.2 million and $124.6 million, respectively. Fiscal years 2024 and 2023 include accelerated depreciation and amortization expense of $5.5 million and $17.4 million, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, which is recorded in "Acquisition, integration and restructuring costs" in the Consolidated Statements of Operations.
Goodwill:
The following table summarizes changes in the carrying amount of goodwill:
| Fiscal Year Ended November 30, 2025 | |||||||||||||||||||||||
| Americas | Europe | APJ | Total | ||||||||||||||||||||
(currency in thousands) | |||||||||||||||||||||||
| Balance, beginning of year | $ | $ | $ | $ | |||||||||||||||||||
| Additions from acquisitions | |||||||||||||||||||||||
| Foreign exchange translation | ( | ( | |||||||||||||||||||||
| Balance, end of year | $ | $ | $ | $ | |||||||||||||||||||
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Intangible assets, net:
The following table summarizes intangible assets, net:
| As of November 30, 2025 | As of November 30, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Amounts | Accumulated Amortization | Net Amounts | Gross Amounts | Accumulated Amortization | Net Amounts | ||||||||||||||||||||||||||||||
(currency in thousands) | |||||||||||||||||||||||||||||||||||
| Intangible assets with indefinite lives: | |||||||||||||||||||||||||||||||||||
| Trade name | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||
| Intangible assets with finite lives: | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Vendor lists | ( | ( | |||||||||||||||||||||||||||||||||
| Other intangible assets | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Amortization expense for fiscal years 2025, 2024 and 2023, was $296.3 million, $292.3 million and $293.7 million, respectively.
Estimated future amortization expense of the Company’s intangible assets is as follows:
| Fiscal years ending November 30, | (currency in thousands) | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Accumulated other comprehensive loss:
The following table summarizes the components of accumulated other comprehensive income (loss) ("AOCI"), net of taxes:
| (currency in thousands) | Unrealized (losses) gains on cash flow hedges, net of taxes | Foreign currency translation adjustment and other, net of taxes | Total | ||||||||||||||||||||
| Balance, beginning of year | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive (loss) income before reclassification | ( | ||||||||||||||||||||||
| Reclassification of losses from other comprehensive loss | |||||||||||||||||||||||
| Balance, end of year | $ | ( | $ | ( | $ | ( | |||||||||||||||||
Refer to Note 8 – Derivative Instruments for the location of cash flow hedge gains and losses reclassified from accumulated other comprehensive loss to the Consolidated Statements of Operations. The reclassification of the net foreign currency translation adjustment realized upon sale of a foreign subsidiary was recorded within selling, general and administrative expenses in the Consolidated Statements of Operations.
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NOTE 8—DERIVATIVE INSTRUMENTS:
In the ordinary course of business, the Company is exposed to foreign currency risk, interest rate risk, equity risk, commodity price changes and credit risk. The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the legal entity’s functional currency. The Company may enter into forward contracts, option contracts, swaps, or other derivative instruments to offset a portion of the risk on expected future cash flows, earnings, net investments in certain international subsidiaries and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. The Company does not use derivative instruments to cover equity risk and credit risk. The Company’s hedging program is not used for trading or speculative purposes.
All derivatives are recognized on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.
Cash Flow Hedges
The Company designates certain forward foreign currency exchange contracts used to hedge forecasted sales transactions, inventory purchases and operating expenses that are denominated in currencies other than the legal entity's functional currency as cash flow hedges. These forward foreign currency exchange contracts generally have terms up to 24 months. Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges are recognized in the Consolidated Statements of Operations in the same period as the related impacts from the hedged items as follows: hedges of forecasted sales transactions are recognized in "Revenue", hedges of forecasted inventory purchases are recognized in "Cost of revenue" and hedges of forecasted operating expenses are recognized in "Selling, general and administrative expenses".
The Company also uses interest rate swap derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt. Deferred gains and losses associated with cash flow hedges of interest payments are recognized in “Interest expense and finance charges, net” in the same period the related expense is recognized. The Company terminated its remaining interest rate swaps in May 2023 and had no interest rate swaps designated as cash flow hedges outstanding during fiscal years 2024 or 2025.
Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in AOCI associated with such derivative instruments are reclassified into earnings in the period of de-designation. Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions.
Net Investment Hedges
The Company has entered into forward foreign currency exchange contracts, as well as forward foreign currency exchange contracts combined with zero cost foreign exchange collar contracts, to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges. The Company entered into the net investment hedges to offset the risk of change in the U.S. dollar value of the Company's investment in a euro functional subsidiary due to fluctuating foreign exchange rates. The Company's net investment hedges mature in various periods through 2031.
Non-Designated Derivatives
The Company uses short-term forward contracts to offset the foreign exchange risk of assets and liabilities denominated in currencies other than the functional currency of the respective entities. These contracts, which are not designated as hedging instruments, mature or settle within twelve months . Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.
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Fair Values of Derivative Instruments in the Consolidated Balance Sheets
The fair values of the Company’s derivative instruments are disclosed in Note 9 - Fair Value Measurements and summarized in the table below:
| Value as of | ||||||||||||||
Balance Sheet Line Item (currency in thousands) | November 30, 2025 | November 30, 2024 | ||||||||||||
| Derivative instruments not designated as hedging instruments: | ||||||||||||||
| Forward foreign currency exchange contracts (notional value) | $ | $ | ||||||||||||
| Other current assets | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Derivative instruments designated as cash flow hedges: | ||||||||||||||
Forward foreign currency exchange contracts (notional value)(1) | $ | $ | ||||||||||||
| Other current assets | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Derivative instruments designated as net investment hedges: | ||||||||||||||
| Forward foreign currency exchange contracts (notional value) | $ | $ | ||||||||||||
| Other current assets | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Foreign currency exchange collar contracts (notional value) | $ | $ | ||||||||||||
| Other long-term assets | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
(1) The Company had no material cash flow hedges outstanding as of November 30, 2024.
Volume of Activity
The notional amounts of forward foreign exchange contracts represent the gross amounts of foreign currency, including, principally, the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Columbian peso, Costa Rican colón, Czech koruna, Danish krone, Euro, Hong Kong dollar, Indian rupee, Indonesian rupiah, Japanese yen, Malaysian ringgit, Mexican peso, Norwegian krone, Polish zloty, Romanian leu, Singapore dollar, South Korean won, Swedish krona, Swiss franc, Turkish lira and Vietnamese dong that will be bought or sold at maturity. The notional amounts of foreign currency exchange collar contracts represent the amounts of put and call options to sell or purchase Euros at a predetermined strike price. The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss. The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change.
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The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations
The following table shows the gains and losses, before taxes, of the Company's derivative instruments designated as cash flow hedges and net investment hedges in Other Comprehensive Income (“OCI”), and not designated as hedging instruments in the Consolidated Statements of Operations for the periods presented:
| Location of Gains (losses) in Income | For the fiscal years ended November 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
(currency in thousands) | ||||||||||||||||||||||||||||||||
| Derivative instruments not designated as hedging instruments: | ||||||||||||||||||||||||||||||||
(Losses) gains recognized from foreign exchange forward contracts, net(1) | Cost of revenue | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
Losses recognized from foreign exchange forward contracts, net(1) | Other expense, net | ( | ( | ( | ||||||||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Derivative instruments designated as net investment hedges: | ||||||||||||||||||||||||||||||||
| (Losses) gains recognized in OCI on foreign currency forward contracts | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Gains recognized in income (amount excluded from effectiveness testing) | $ | $ | $ | |||||||||||||||||||||||||||||
(Losses) gains recognized in OCI on foreign exchange collar contracts(2) | $ | ( | $ | $ | ||||||||||||||||||||||||||||
Derivative instruments designated as cash flow hedges(3): | ||||||||||||||||||||||||||||||||
| Losses recognized in OCI on forward foreign currency exchange contracts | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Losses on forward foreign currency exchange contracts reclassified from AOCI into income | Revenue | $ | ( | $ | $ | |||||||||||||||||||||||||||
Losses on forward foreign currency exchange contracts reclassified from AOCI into income | Cost of revenue | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Losses on forward foreign currency exchange contracts reclassified from AOCI into income | Selling, general and administrative expenses | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Gains recognized in OCI on interest rate swaps | $ | $ | $ | |||||||||||||||||||||||||||||
| Gains on interest rate swaps reclassified from AOCI into income | Interest expense and finance charges, net | $ | $ | $ | ||||||||||||||||||||||||||||
__________________
(1) The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies.
(2) The Company had no foreign exchange collar contracts outstanding during the fiscal year ended November 30, 2023.
Except for the net investment hedge amounts shown above, there were no material gain or loss amounts excluded from the assessment of effectiveness. Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are not material.
Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties. The Company manages the potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions.
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NOTE 9—FAIR VALUE MEASUREMENTS:
The Company’s fair value measurements are classified and disclosed in one of the following three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The following table summarizes the valuation of the Company’s financial instruments that are measured at fair value on a recurring basis:
| As of November 30, 2025 | As of November 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Fair value measurement category | Fair value measurement category | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||
(currency in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Forward foreign currency exchange contracts not designated as hedges | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Forward foreign currency exchange contracts designated as net investment hedges | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange collar contracts designated as net investment hedges | |||||||||||||||||||||||||||||||||||||||||||||||
Forward foreign currency exchange contracts designated as cash flow hedges(1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Forward foreign currency exchange contracts not designated as hedges | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Forward foreign currency exchange contracts designated as net investment hedges | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange collar contracts designated as net investment hedges | |||||||||||||||||||||||||||||||||||||||||||||||
Forward foreign currency exchange contracts designated as cash flow hedges(1) | |||||||||||||||||||||||||||||||||||||||||||||||
__________________
(1) The Company had no material cash flow hedges outstanding as of November 30, 2024.
77
The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers. The fair values of foreign currency exchange collar contracts are measured using the cash flows of the contracts, discount rates to account for the passage of time, implied volatility and current foreign exchange market data, which are all based on inputs readily available in public markets. The effect of nonperformance risk on the fair value of derivative instruments was not material as of November 30, 2025 and 2024.
The carrying values of accounts receivable, accounts payable and short-term debt approximate fair value due to their short maturities and interest rates which are variable in nature. The carrying value of the Company’s term loans approximate their fair value since they bear interest rates that are similar to existing market rates. The estimated fair value of the Senior Notes was approximately $3.5 billion and $2.3 billion at November 30, 2025 and 2024, respectively, based on Level 1 fair value measurement inputs as defined above.
During the fiscal year ended November 30, 2025 there were no
NOTE 10—BORROWINGS:
Borrowings consist of the following:
| As of November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
(currency in thousands) | |||||||||||
TD SYNNEX | $ | $ | |||||||||
| Other short-term borrowings | |||||||||||
| Short-term borrowings before debt discount and issuance costs | $ | $ | |||||||||
Less: current portion of unamortized debt discount and issuance costs | ( | ||||||||||
| Borrowings, current | $ | $ | |||||||||
TD SYNNEX | $ | $ | |||||||||
TD SYNNEX | |||||||||||
TD SYNNEX | |||||||||||
TD SYNNEX | |||||||||||
TD SYNNEX | |||||||||||
TD SYNNEX | |||||||||||
Total TD SYNNEX Senior Notes in long-term debt | $ | $ | |||||||||
| TD SYNNEX Term Loan | |||||||||||
2024 Term Loan | |||||||||||
Total term loans | $ | $ | |||||||||
| Other credit agreements and long-term debt | |||||||||||
| Long-term borrowings, before unamortized debt discount and issuance costs | $ | $ | |||||||||
| Less: unamortized debt discount and issuance costs | ( | ( | |||||||||
| Long-term borrowings | $ | $ | |||||||||
__________________
(1) The interest rate payable on each of these series of Senior Notes is subject to adjustment from time to time if the credit rating assigned to such series of Senior Notes is downgraded (or downgraded and subsequently upgraded).
78
TD SYNNEX U.S. Accounts Receivable Securitization Arrangement
In the U.S., the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S. AR Arrangement”). Under the terms of the U.S. AR Arrangement, as amended, the Company and its subsidiaries that are party to the U.S. AR Arrangement can borrow based on the key terms in the table below (currency in thousands):
Maximum Borrowing Capacity (1) | Maturity Date | Effective Borrowing Cost(2) | Program Fee Payable(3) | Facility Fee Payable(4) | ||||||||||||||||||||||
| $ | January 20, 2028 | Blended rate | ||||||||||||||||||||||||
__________________
(1) Based on eligible trade accounts receivable.
(2) Based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon SOFR.
(3) Payable on the used portion of the lenders’ commitment; accrues per annum.
(4) Payable on the adjusted commitment of the lenders, accrues at different tiers per annum depending on the amount of outstanding advances from time to time.
Under the terms of the U.S. AR Arrangement, the Company and certain of its U.S. subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $3.2 billion and $3.4 no
TD SYNNEX Credit Agreement
The Company is party to an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility (the “TD SYNNEX Revolving Credit Facility”) not to exceed an aggregate principal amount of $3.5 billion, which may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $500.0 million. The borrowers under the TD SYNNEX Credit Agreement are TD SYNNEX Corporation and certain subsidiaries of the Company. There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at November 30, 2025 or 2024. Borrowings under the TD SYNNEX Revolving Credit Facility bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:
| Maturity Date | Credit Spread Adjustment | Margin(2) | Commitment Fee(3) | ||||||||||||||||||||||||||||||||||||||
April 16, 2029(1) | |||||||||||||||||||||||||||||||||||||||||
__________________
(1) As amended, the TD SYNNEX Revolving Credit Facility will mature on April 16, 2029, subject, in the lender's discretion to two one-year extensions upon the Company's prior notice to lenders.
(2) The margin is based on the Company’s Public Debt Rating (as defined in the TD SYNNEX Credit Agreement). The applicable margin on base rate loans is 1.00 % less than the corresponding margin on SOFR rate based loans.
(3) The commitment fee range is applied to any unused commitment under the TD SYNNEX Revolving Credit Facility based on the Company’s Public Debt Rating.
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The TD SYNNEX Credit Agreement also included a senior unsecured term loan (the “TD SYNNEX Term Loan”) in an original aggregate principal amount of $1.5 billion, that was fully funded in connection with the closing of the Merger. There was $581.3 million outstanding on the TD SYNNEX Term Loan as of November 30, 2024. The Company repaid the remaining principal of the TD SYNNEX Term Loan in full in October 2025, and there was no associated balance outstanding as of November 30, 2025. Loans borrowed under the TD SYNNEX Credit Agreement bore interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin as referenced in the table below:
| Maturity Date | Credit Spread Adjustment | Margin(2) | Effective Interest Rate as of November 30, 2024 | ||||||||||||||||||||||||||||||||||||||
September 1, 2026(1) | |||||||||||||||||||||||||||||||||||||||||
__________________
(1) The originally scheduled maturity of the TD SYNNEX Term Loan was on the fifth anniversary of the September 1, 2021 closing date. As stated above, the Company repaid the remaining principal in full in October 2025.
(2) The margin is based on the Company’s Public Debt Rating. The applicable margin on base rate loans is 1.00 % less than the corresponding margin on SOFR rate based loans.
TD SYNNEX Term Loan Credit Agreement
On April 19, 2024, the Company entered into a Term Loan Credit Agreement (the "2024 Term Loan Credit Agreement") with the initial lenders party thereto, Bank of America N.A., as administrative agent for the lenders, and BOFA Securities, Inc. as lead arranger and lead bookrunner. The 2024 Term Loan Credit Agreement provides for a senior unsecured term loan in the aggregate principal amount of $750.0
Loans borrowed under the 2024 Term Loan Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus credit spread adjustment, plus the applicable margin within a range based on the Company’s Public Debt Rating (as defined in the 2024 Term Loan Credit Agreement). Key terms for the 2024 Term Loan Credit Agreement are as follows:
| Maturity Date | Credit Spread Adjustment | Margin | Effective Interest Rate as of November 30, 2025 | Effective Interest Rate as of November 30, 2024 | ||||||||||||||||||||||
| September 1, 2027 | ||||||||||||||||||||||||||
TD SYNNEX Senior Notes
On August 9, 2021, the Company completed its offering of $2.5 billion aggregate principal amount of senior unsecured notes due in 2024, 2026, 2028 and 2031. On April 12, 2024, the Company issued and sold $600.0 million senior notes due in 2034 (the "2034 Senior Notes"). The Company used the net proceeds from this offering, together with other available funds, to repay the $700.0 million aggregate principal amount of the 1.250 % Senior Notes that were due August 9, 2024 and for general corporate purposes. The Company incurred $6.1 million of issuance costs on the 2034 Senior Notes.
On October 10, 2025, the Company issued and sold both $550.0 million senior notes due in 2029 (the "2029 Senior Notes") and $600.0 million senior notes due in 2035 (the "2035 Senior Notes"). The Company used the net proceeds from this offering to repay the remaining principal of the TD SYNNEX Term Loan and for general corporate purposes. The Company incurred $3.3 million and $5.4 million of issuance costs on the 2029 Senior Notes and the 2035 Senior Notes, respectively.
Hereafter, all senior notes referred to previously will be referred to collectively as the "Senior Notes."
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The Company may redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to respective Par Call Dates (as reflected in the table below) at a redemption price equal to the greater of (x) 100 % of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, in each case discounted to the date of redemption (assuming the applicable Senior Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the supplemental indenture establishing the terms of the applicable Senior Notes) plus the applicable spread, as shown in the table below, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. The Company may also redeem the Senior Notes of any series at its option, in whole or in part, at any time and from time to time on or after the applicable Par Call Date, at a redemption price equal to 100 % of the principal amount of the Senior Notes to be redeemed.
Par Call Dates and the spread to the applicable treasury rate for the respective outstanding Senior Notes are as follows:
| Senior Notes | Par Call Date | Spread (in basis points) | ||||||||||||
| Senior Notes due 2026 | ||||||||||||||
| Senior Notes due 2028 | ||||||||||||||
Senior Notes due 2029 | ||||||||||||||
| Senior Notes due 2031 | ||||||||||||||
| Senior Notes due 2034 | ||||||||||||||
Senior Notes due 2035 | ||||||||||||||
Other Short-Term Borrowings
The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $676.6 million in borrowing capacity as of November 30, 2025. Most of these facilities are provided on a short-term basis and are reviewed periodically for renewal. Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions. There was $319.3 million outstanding on these facilities at November 30, 2025, at a weighted average interest rate of 5.72 %, and there was $171.1 million outstanding at November 30, 2024, at a weighted average interest rate of 7.91 %. Borrowings under these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable.
At November 30, 2025, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $68.0 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.
The maximum commitment amounts for local currency credit facilities have been translated into U.S. dollars at November 30, 2025 exchange rates.
Future Principal Payments
As of November 30, 2025, future principal payments under the above loans are as follows:
| Fiscal Years Ending November 30, | (currency in thousands) | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
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Covenant Compliance
The Company's credit facilities have a number of covenants and restrictions that require the Company to maintain specified financial ratios, including a maximum debt to EBITDA ratio and a minimum interest coverage ratio, in each case tested on the last day of each fiscal quarter. The covenants also limit the Company’s ability to incur additional debt, create liens, enter into agreements with affiliates, modify the nature of the Company’s business, and merge or consolidate. As of November 30, 2025, the Company was in compliance with all material financial covenants for the above arrangements.
NOTE 11 – SUPPLIER FINANCE PROGRAMS:
The Company has certain arrangements with third-party financial institutions ("Supplier Finance Programs"), which facilitate the participating vendors’ ability to sell their accounts receivable from the Company to the third-party financial institutions, at the sole discretion of these vendors. The Company is not party to the agreements between the vendor and the third-party financial institution. As part of these arrangements, the Company generally receives more favorable payment terms from its vendors. The Company’s rights and obligations to its vendors, including amounts due, are generally not impacted by Supplier Finance Programs. However, the Company agrees to make all payments to the third-party financial institutions, and the Company’s right to offset balances due from vendors against payment obligations is restricted by the agreements for those payment obligations that have been sold by the respective vendors. The Company generally does not incur any fees under Supplier Finance Programs; however, the Company did recognize an immaterial amount of fees during fiscal year 2025 within "Cost of revenue" in the Company's Consolidated Statements of Operations related to an arrangement with a certain vendor. As of November 30, 2025 and 2024, the Company had $3.7 billion and $3.2 billion, respectively, in obligations outstanding under these programs included in “Accounts payable” in the Company’s Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities in the Consolidated Statements of Cash Flows.
The following table is a rollforward of the Company's outstanding obligations under Supplier Finance Programs (currency in thousands):
| $ | ||||||||||||||
Invoices confirmed during the period | ||||||||||||||
Confirmed invoices paid during the period | ( | |||||||||||||
Foreign currency exchange translation | ||||||||||||||
| $ | ||||||||||||||
NOTE 12—SEGMENT INFORMATION:
Operating segments are based on components of the Company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by the Company’s chief operating decision maker ("CODM") to make decisions about resource allocation and performance and (b) for which discrete financial information is available. The Company’s Chief Executive Officer, who is also the CODM, primarily uses operating income to review segment performance by analyzing and comparing year-over-year and forecast-to-actual segment-level operational performance and to make strategic decisions concerning resource allocation across the operating segments. The Company operates in three
Financial information related to the Company’s reportable segments for the periods presented is shown below:
82
| Americas | Europe | APJ | Consolidated | ||||||||||||||||||||||||||
Fiscal year ended November 30, 2025 | (currency in thousands) | ||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
Less(1): | |||||||||||||||||||||||||||||
Cost of revenue | ( | ( | ( | ( | |||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||||||||
Less(1): | |||||||||||||||||||||||||||||
Payroll and payroll related expenses(2) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Depreciation(3) | ( | ( | ( | ( | |||||||||||||||||||||||||
Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||||||||
Acquisition, integration and restructuring costs | ( | ( | ( | ( | |||||||||||||||||||||||||
Share-based compensation expense | ( | ( | ( | ( | |||||||||||||||||||||||||
Other segment items(4) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Reconciliation to consolidated income before tax | |||||||||||||||||||||||||||||
| Interest expense and finance charges, net | ( | ||||||||||||||||||||||||||||
| Other expense, net | ( | ||||||||||||||||||||||||||||
Income before income taxes | $ | ||||||||||||||||||||||||||||
| Other segment disclosures | |||||||||||||||||||||||||||||
Purchases of property and equipment(5) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||||||||
| Americas | Europe | APJ | Consolidated | ||||||||||||||||||||||||||
Fiscal year ended November 30, 2024 | (currency in thousands) | ||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
Less(1): | |||||||||||||||||||||||||||||
Cost of revenue(1) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||||||||
Less(1): | |||||||||||||||||||||||||||||
Payroll and payroll related expenses(2) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Depreciation(3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||||||||
| Acquisition, integration and restructuring costs | ( | ( | ( | ( | |||||||||||||||||||||||||
| Share-based compensation expense | ( | ( | ( | ( | |||||||||||||||||||||||||
Other segment items(4) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Reconciliation to consolidated income before tax | |||||||||||||||||||||||||||||
| Interest expense and finance charges, net | ( | ||||||||||||||||||||||||||||
| Other expense, net | ( | ||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
| Other segment disclosures | |||||||||||||||||||||||||||||
Purchases of property and equipment(5) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||||||||
83
| Americas | Europe | APJ | Consolidated | ||||||||||||||||||||||||||
Fiscal year ended November 30, 2023 | (currency in thousands) | ||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
Less(1): | |||||||||||||||||||||||||||||
Cost of revenue(1) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
Less(1): | |||||||||||||||||||||||||||||
Payroll and payroll related expenses(2) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Depreciation(3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||||||||
| Acquisition, integration and restructuring costs | ( | ( | ( | ( | |||||||||||||||||||||||||
Share-based compensation expense(6) | ( | ( | ( | ( | |||||||||||||||||||||||||
Other segment items(4) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Reconciliation to consolidated income before tax | |||||||||||||||||||||||||||||
| Interest expense and finance charges, net | ( | ||||||||||||||||||||||||||||
| Other expense, net | ( | ||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
| Other segment disclosures | |||||||||||||||||||||||||||||
Purchases of property and equipment(5) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown.
(2) Represents payroll costs for each reportable segment that are recorded within selling, general and administrative expenses.
(3) Represents depreciation recorded within selling, general and administrative expenses. Excludes $17.7 million, $13.9 million, and $9.8 million of depreciation recorded within cost of revenue in fiscal years 2025, 2024 and 2023, respectively. Also excludes $5.5 million and $17.4 million of accelerated depreciation recorded within acquisition, integration and restructuring costs in fiscal years 2024 and 2023, respectively. Those excluded amounts are included within total depreciation and amortization shown on the Consolidated Statements of Cash Flows.
(4) Other segment items for each reportable segment include various operating costs including cost of warehouses, delivery centers and other non-integration facilities, IT expenses, credit costs including bad debt expense, travel and entertainment, legal and professional fees, non-income taxes and other miscellaneous selling, general, and administrative expenses.
(5) Excludes purchases of capitalized software and application software.
The Company attributes revenues from external customers to the country from where products are delivered. Except for the U.S., no other country accounted for 10% or more of the Company’s revenue for the periods presented.
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency in thousands) | |||||||||||||||||
| Revenue: | |||||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| Others | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
84
Except for the U.S. and France, no other country accounted for 10% or more of the Company’s property and equipment, net, less capitalized software and application software, for the periods presented:
| As of November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
(currency in thousands) | |||||||||||
| Long-lived assets: | |||||||||||
| United States | $ | $ | |||||||||
| France | |||||||||||
| Others | |||||||||||
| Total | $ | $ | |||||||||
NOTE 13—EMPLOYEE BENEFITS PLANS:
The Company has 401(k) plans in the U.S. under which eligible co-workers may contribute up to the maximum amount as provided by law. Co-workers generally become eligible to participate in these plans on the first day of the month after their employment date. The Company may make discretionary contributions under the plans. During fiscal years 2025, 2024 and 2023, the Company contributed $17.6 million, $17.0 million and $17.3 million, respectively, to these 401(k) plans. Co-workers in certain of the Company's international subsidiaries are covered by government mandated defined contribution plans, which are not material to operations. Additionally, the Company has defined benefit plans sponsored by certain international subsidiaries which are not material to its operations.
NOTE 14—LEASES:
The Company leases certain of its facilities and equipment under noncancellable operating lease agreements, which expire in various periods through 2039 . The Company’s finance leases are not material.
The following table presents the various components of lease costs:
| Fiscal Years Ended November 30, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
(currency in thousands) | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | |||||||||||||||||
| Short-term and variable lease cost | ||||||||||||||||||||
| Sublease income | ( | ( | ( | |||||||||||||||||
| Total operating lease cost | $ | $ | $ | |||||||||||||||||
The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter as of November 30, 2025:
| Fiscal Years Ending November 30, | (currency in thousands) | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total payments | $ | ||||
Less: imputed interest(1) | ( | ||||
| Total present value of lease payments | $ | ||||
__________________
(1) Imputed interest represents the difference between undiscounted cash flows and discounted cash flows.
85
The following amounts were recorded in the Company's Consolidated Balance Sheet as of November 30, 2025 and 2024:
| Operating leases | Balance sheet location | November 30, 2025 | November 30, 2024 | |||||||||||||||||
(currency in thousands) | ||||||||||||||||||||
| Operating lease ROU assets | $ | $ | ||||||||||||||||||
| Current operating lease liabilities | ||||||||||||||||||||
| Non-current operating lease liabilities | ||||||||||||||||||||
The following table presents supplemental cash flow information related to the Company's operating leases for fiscal years 2025, 2024 and 2023. Cash payments related to variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:
| Fiscal Years Ended November 30, | ||||||||||||||||||||
| Cash flow information | 2025 | 2024 | 2023 | |||||||||||||||||
(currency in thousands) | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | $ | |||||||||||||||||
| Non-cash ROU assets obtained in exchange for lease liabilities | ||||||||||||||||||||
The weighted-average remaining lease term and discount rate as of November 30, 2025 and 2024 were as follows:
| Operating lease term and discount rate | 2025 | 2024 | ||||||||||||
| Weighted-average remaining lease term (years) | ||||||||||||||
| Weighted-average discount rate | % | % | ||||||||||||
NOTE 15—INCOME TAXES:
The components of pretax income are as follows:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency in thousands) | |||||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| Foreign | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
86
Significant components of the provision for income taxes are as follows:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency in thousands) | |||||||||||||||||
| Current tax provision: | |||||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State | |||||||||||||||||
| Foreign | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| Deferred tax provision (benefit): | |||||||||||||||||
| Federal | $ | ( | $ | $ | ( | ||||||||||||
| State | ( | ( | ( | ||||||||||||||
| Foreign | ( | ( | ( | ||||||||||||||
| $ | ( | $ | ( | $ | ( | ||||||||||||
| Total tax provision | $ | $ | $ | ||||||||||||||
The breakdown of net deferred tax assets and liabilities are as follows:
| As of November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
(currency in thousands) | |||||||||||
| Deferred tax assets | $ | $ | |||||||||
| Deferred tax liabilities | ( | ( | |||||||||
| Total net deferred tax assets (liabilities) | $ | ( | $ | ( | |||||||
87
The significant components of the Company’s deferred tax assets and liabilities are as follows:
| As of November 30, | |||||||||||
| 2025 | 2024 | ||||||||||
(currency in thousands) | |||||||||||
| Assets: | |||||||||||
| Loss carryforwards | $ | $ | |||||||||
| Lease liabilities | |||||||||||
| Accrued liabilities | |||||||||||
| Foreign tax credit carryforwards | |||||||||||
| Disallowed interest expense | |||||||||||
| Allowance for doubtful accounts and sales return reserves | |||||||||||
| Capitalized inventory costs | |||||||||||
| Unrealized losses on hedges | |||||||||||
| Acquisition and transaction related costs | |||||||||||
| Share-based compensation expense | |||||||||||
| Deferred revenue | |||||||||||
| Long-lived assets | |||||||||||
| Other, net | |||||||||||
| Less: valuation allowance | ( | ( | |||||||||
| Total deferred tax assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Long-lived assets | $ | ( | $ | ( | |||||||
| Lease right-of-use assets | ( | ( | |||||||||
| Deferred costs | ( | ( | |||||||||
| Deferred taxes on unremitted earnings | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Total deferred tax liabilities | $ | ( | $ | ( | |||||||
| Net deferred tax liability | $ | ( | $ | ( | |||||||
The decrease in the Company's net deferred tax liability position is primarily due to a reversal of a portion of the Company's deferred tax liabilities related to long-lived assets. The net change in the deferred tax valuation allowances in fiscal 2025 was a decrease of $12.9 million primarily resulting from the release of valuation allowances on foreign tax credits, partially offset with the recording of valuation allowances in certain foreign jurisdictions.
The valuation allowance at November 30, 2025 primarily relates to carryforwards for foreign net operating losses. The valuation allowance at November 30, 2024 primarily relates to carryforwards for foreign net operating losses and foreign tax credits in the United States. The Company considers all positive and negative evidence available in determining the potential of realizing deferred tax assets. To the extent that the Company generates consistent taxable income within those operations with valuation allowances, the Company may reduce the valuation allowances, thereby reducing income tax expense and increasing net income in the period the determination is made.
The Company’s net operating loss carryforwards totaled $233.3 million at November 30, 2025. The majority of the net operating losses have an indefinite carryforward period with the remaining portion expiring in fiscal years 2026 through 2045. In addition, the Company has a $21.2 million net amount of state net operating losses with the majority having an indefinite carryforward period.
88
The reconciliation of the statutory United States federal income tax rate to the Company’s effective income tax rate is as follows:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| United States federal statutory income tax rate | % | % | % | ||||||||||||||
| State income taxes, net of federal income tax benefit | |||||||||||||||||
| Global intangible low taxed income | |||||||||||||||||
| Tax on foreign earnings different than US federal rate | ( | ( | ( | ||||||||||||||
| Net changes in deferred tax valuation allowances | ( | ( | ( | ||||||||||||||
| Foreign-derived intangible income | ( | ( | ( | ||||||||||||||
| Interest not subject to tax, net | ( | ||||||||||||||||
| Foreign withholding taxes | |||||||||||||||||
| Net changes in reserves for uncertain tax positions | ( | ||||||||||||||||
| Stock compensation related to Tech Data equity awards | |||||||||||||||||
| Other, net | ( | ||||||||||||||||
| Effective income tax rate | % | % | % | ||||||||||||||
The Company’s U.S. business has sufficient cash flow and liquidity to fund its operating requirements and the Company expects and intends that profits earned outside the U.S. will be utilized and reinvested outside of the U.S.
As of November 30, 2025, the Company had approximately $1.3 billion of undistributed earnings of its non-U.S. subsidiaries. The Company intends to indefinitely reinvest the remaining earnings from its foreign subsidiaries for which a deferred tax liability has not already been recorded. It is not practicable to determine the amount of applicable taxes that would be due if such earnings were distributed. Accordingly, the Company has not provisioned United States state taxes and foreign withholding taxes on non-U.S. subsidiaries for which the earnings are permanently reinvested.
The Company has been granted tax holidays in certain jurisdictions, primarily China. The tax holidays provide for lower rates of taxation and require various thresholds of investment and business activities in those jurisdictions. Certain tax holidays began to expire in fiscal year 2025 . The tax benefits from the above tax holidays for fiscal years 2025, 2024 and 2023 were not material.
The estimates and assumptions used by the Company in computing the income taxes reflected in the Company’s consolidated financial statements could differ from the actual results reflected in the income tax returns filed during the subsequent year. Adjustments are recorded based on filed returns when such returns are finalized or the related adjustments are identified.
The Organization for Economic Co-operation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not yet adopted the Pillar Two framework into law, several countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 (fiscal year 2025 for the Company) and further rules becoming effective beginning in 2025 (fiscal year 2026 for the Company). These rules are not expected to materially impact the Company's Consolidated Financial Statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. This legislation introduces several measures, including the permanent extension of select provisions from the Tax Cuts and Jobs Act of 2017, revisions to the international tax framework, and the reinstatement of favorable tax treatment for certain business-related items. The OBBBA contains multiple effective dates, with key provisions beginning in our fiscal year 2026. Based on our initial assessment, we do not anticipate the OBBBA will have a material impact on our effective tax rate.
89
The aggregate changes in the balances of gross unrecognized tax benefits, excluding accrued interest and penalties, during fiscal years 2025, 2024 and 2023 were as follows (currency in thousands):
| For the year ended November 30: | 2025 | 2024 | 2023 | |||||||||||||||||
| Gross unrecognized tax benefits at beginning of period | $ | $ | $ | |||||||||||||||||
| Increases in tax positions for prior years and acquisitions | ||||||||||||||||||||
| Decreases in tax positions for prior years | ( | ( | ( | |||||||||||||||||
| Increases in tax positions for current year | ||||||||||||||||||||
| Expiration of statutes of limitation | ( | ( | ( | |||||||||||||||||
| Settlements | ||||||||||||||||||||
| Changes due to translation of foreign currencies | ( | |||||||||||||||||||
| Gross unrecognized tax benefits at end of period | $ | $ | $ | |||||||||||||||||
As of November 30, 2025, the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $17.1 million. Unrecognized tax benefits that have a reasonable possibility of significantly decreasing within the 12 months following November 30, 2025 would not have a material impact on the tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company’s accrued interest and penalties at November 30, 2025 would not have a material impact on the effective tax rate if reversed. The provision for income taxes for each of the fiscal years ended November 30, 2025, 2024 and 2023 includes interest expense on unrecognized income tax benefits for current and prior years which is not significant to the Company’s Consolidated Statement of Income. The change in the balance of accrued interest for fiscal 2025, 2024 and 2023, includes the current year end accrual, an interest benefit resulting from the expiration of statutes of limitation, and the translation adjustments on foreign currencies.
The Company conducts business primarily in the Americas, Europe and APJ, and as a result, one or more of its subsidiaries files income tax returns in the U.S. federal, various state, local and foreign tax jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is no longer subject to examinations by the Internal Revenue Service for years before fiscal 2021. The Company is no longer subject to foreign or state income tax audits for returns covering years through 2012, and fiscal year 2017, respectively.
On December 1, 2020, the Company completed the previously announced separation of its customer experience services business (the “Separation”), in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”). SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. In preparation of the Separation, SYNNEX entered into a Tax Matters Agreement with Concentrix effective on December 1, 2020 that governs the rights and obligations of SYNNEX and Concentrix for certain pre-Separation tax liabilities. The Tax Matters Agreement provides that SYNNEX and Concentrix will share certain pre-Separation income tax liabilities that arise from adjustments made by tax authorities to SYNNEX and Concentrix’ U.S. and certain non-U.S. income tax returns. In certain jurisdictions SYNNEX and Concentrix have joint and several liability for past income tax liabilities and accordingly, SYNNEX could be legally liable under applicable tax law for such liabilities and required to make additional tax payments.
In addition, if the distribution of Concentrix' common shares to the SYNNEX stockholders is determined to be taxable, Concentrix and SYNNEX would share the tax liability equally, unless the taxability of the distribution is the direct result of action taken by either Concentrix or SYNNEX subsequent to the distribution in which case the party causing the distribution to be taxable would be responsible for any taxes imposed on the distribution.
90
NOTE 16—COMMITMENTS AND CONTINGENCIES:
As is customary in the technology industry, to encourage certain customers to purchase products from us, the Company also has other financing agreements with financial institutions to provide inventory financing facilities to the Company’s customers and allow certain customers of the Company to finance their purchases directly with the financial institutions. The Company is contingently liable to repurchase inventory sold under these agreements in the event of any default by its customers under the agreement and such inventory being repossessed by the financial institutions. As the Company does not have access to information regarding the amount of inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Losses, if any, would be the difference between the repossession cost and the resale value of the inventory. Repurchases under these arrangements have been insignificant to date and the Company is not aware of any pending customer defaults or repossession obligations. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.
In 2013, the French Autorité de la Concurrence (“Competition Authority”) began an investigation into the French market for certain products of Apple, Inc., (“Apple”) for which the Company is a distributor. In March 2020, the Competition Authority imposed fines on the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The initial fine imposed on the Company was €76.1 million. The Company appealed its determination to the French courts, seeking to set aside or reduce the fine. On October 6, 2022, the appeals court issued a ruling that reduced the fine imposed on the Company from €76.1 million to €24.9 million. As a result of the appeals court ruling, the Company paid €24.9 million through fiscal year 2022. The Company continues to contest the arguments of the Competition Authority and has further appealed this matter. A civil lawsuit related to this matter, alleging anticompetitive actions in association with the established distribution networks for Apple, the Company and another distributor was filed by eBizcuss. On November 25, 2024, the Paris Commercial Court ruled in favor of the Company and the other defendants and dismissed the claims in the eBizcuss civil lawsuit. An appeal to the ruling has since been made by eBizcuss, and while the Company continues to evaluate this matter, based on the favorable ruling from the Paris Commercial Court, the Company believes the likelihood of a material loss related to the eBizcuss lawsuit is remote.
From time to time, the Company receives notices from third parties, including customers and suppliers, seeking indemnification, payment of money or other actions in connection with claims made against them. Also, from time to time, the Company has been involved in various bankruptcy preference actions where the Company was a supplier to the companies now in bankruptcy. In addition, the Company is subject to various other claims, both asserted and unasserted, that arise in the ordinary course of business. The Company evaluates these claims and records the related liabilities in cases where a contingent obligation is deemed probable and reasonably estimable. It is possible that the ultimate liabilities could differ from the amounts recorded.
The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company’s results of operations, financial position or cash flows.
91
TD SYNNEX CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Years Ended November 30, 2025, 2024 and 2023
(in thousands)
(Amounts may not add or compute due to rounding)
| Balances at Beginning of Fiscal Year | Charged to Revenue and Expense, net | Additions and Measurement Period Adjustments Related to Acquisitions | Deductions, Reclassifications and Write-offs | Balances at End of Fiscal Year | ||||||||||||||||||||||||||||||||||
| Fiscal Year Ended November 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| Allowance for sales returns-gross | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Allowance for deferred tax assets | ( | ( | ||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended November 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Allowance for sales returns-gross | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Allowance for deferred tax assets | ( | ( | ||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended November 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Allowance for sales returns-gross | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Allowance for deferred tax assets | ( | |||||||||||||||||||||||||||||||||||||
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on their evaluation as of the end of the period covered by this Report, our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer) have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Management’s Report on Internal Control over Financial Reporting on page 50, and the attestation report of KPMG LLP, an independent registered public accounting firm on page 51, is incorporated herein by reference.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with management’s evaluation during our last quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
92
Item 9B. Other Information
Trading Arrangements
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
93
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item (with respect to Directors), as well as the information required by Item 407(c)(3), if applicable, and 407(d)(4) and (d)(5) of Regulation S-K is incorporated by reference from the information under the captions “Election of Directors” and “Corporate Governance -- Organization of the Board of Directors” contained in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2026 Annual Meeting of Stockholders to be held on March 25, 2026 (the “Proxy Statement”). Certain information also required by Item 401 of Regulation S-K concerning executive officers is set forth in Part I of this Report under the caption “Information About Our Executive Officers.”
Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act. To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement and is incorporated herein by reference.
With respect to Item 406 of Regulation S-K, we have adopted a code of ethics that applies to all of our co-workers, including our principal executive officer, our principal financial officer, our principal accounting officer, our controllers and persons performing similar functions. This code of ethical business conduct, called "Code of Conduct - Our Shared Principles", is available free of charge on our public website (www.tdsynnex.com) on the investor relations webpage. Future amendments or waivers relating to the code of ethics will be disclosed on the webpage referenced in this paragraph within five (5) business days following the date of such amendment or waiver.
With respect to Item 408(b) of Regulation S-K, the Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to the Company and its personnel, including officers, directors, all other co-workers of the Company and its subsidiaries, and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from the information under the captions “Executive Compensation,” “Corporate Governance -- 2025 Directors’ Compensation Table,” “Corporate Governance -- Narrative to Directors’ Compensation Table,” and “Corporate Governance -- Compensation Committee Interlocks and Insider Participation,” contained in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item with respect to security ownership of certain beneficial owners and management is incorporated by reference from the information under the caption “Security Ownership of Certain Beneficial Owners and Management” contained in the Proxy Statement.
94
Equity Compensation Plan Information
The following table sets forth certain information regarding our equity compensation plans as of November 30, 2025 (shares and per share amounts, as stated):
| Plan Category | Number of securities to be issued upon exercise of outstanding options (a) | Weighted-average exercise price of outstanding options (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||||||||||
| Equity compensation plan approved by security holders | 231,185 | (1) | $ | 78.03 | 2,803,346 | (2)(3) | ||||||||||||||
| Equity compensation plan not approved by security holders | — | — | — | |||||||||||||||||
| Total | 231,185 | (1) | $ | 78.03 | 2,803,346 | (2)(3) | ||||||||||||||
__________________
(1) Includes the number of shares to be issued under our 2013 and 2020 Plans. Please see Note 4 - Share Based Compensation of the Notes to the Consolidated Financial Statements for further information regarding the plans.
(2) Includes the number of shares reserved for issuance under our 2020 Plan. The number of shares initially authorized for issuance under our 2020 Plan will not exceed the sum of (i) 2,493,196 shares of common stock plus (ii) any shares under the 2013 Plan that are subject to outstanding awards to the extent those awards expire, terminate or are canceled for any reason prior to exercise without the issuance or delivery of such shares, any shares subject to vesting restrictions that are subsequently forfeited, and any reserved shares not issued or subject to outstanding awards, up to a maximum of 1,443,193 shares. Due to antidilution provisions in the 2020 TD SYNNEX Plan the number of authorized shares was increased by 2,620,859 shares following the Separation. Please see Note 4 - Share Based Compensation of the Notes to the Consolidated Financial Statements for further information regarding the TD SYNNEX Plans.
(3) Includes 554,866 shares available-for-sale pursuant to our 2024 Employee Stock Purchase Plan. See Note 4 - Share Based Compensation of the Notes to the Consolidated Financial Statements for further information regarding the 2024 Employee Stock Purchase Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from the information contained under the caption “Certain Relationships and Related Party Transactions” and “Election of Directors” contained in the Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference from the information contained under the caption “Ratification of the Appointment of Independent Registered Public Accountants” contained in the Proxy Statement.
95
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
(1)Financial Statements
See Index under Item 8.
(2)Financial Statements Schedule
See Index under Item 8.
(3)Exhibits
See Item 15(b) below. Each compensatory plan required to be filed has been identified.
(b) Exhibits.
| Exhibit Number | Description of Document | |||||||
| 3(i).1 | ||||||||
| 3(ii).1 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
96
| 4.10 | ||||||||
| 4.11 | ||||||||
| 4.12 | ||||||||
| 4.13 | ||||||||
| 4.14 | ||||||||
| 4.15 | ||||||||
| 10.1# | ||||||||
| 10.2# | ||||||||
| 10.3# | ||||||||
| 10.4# | ||||||||
| 10.5# | ||||||||
| 10.6# | ||||||||
| 10.7# | ||||||||
| 10.8# | ||||||||
| 10.9# | ||||||||
| 10.10# | ||||||||
10.11# | ||||||||
10.12# | ||||||||
10.13# | ||||||||
10.14# | ||||||||
97
10.15# | ||||||||
10.16# | ||||||||
10.17# | ||||||||
10.18# | ||||||||
10.19# | ||||||||
10.20# | ||||||||
10.21# | ||||||||
10.22# | ||||||||
10.23# | ||||||||
| 10.24 | ||||||||
| 10.25 | ||||||||
| 10.26 | ||||||||
10.27# | ||||||||
10.28# | ||||||||
10.29# | ||||||||
10.30# | ||||||||
10.31# | ||||||||
10.32# | ||||||||
98
10.33# | ||||||||
10.34# | ||||||||
10.35# | ||||||||
10.36# | ||||||||
| 10.37 | ||||||||
10.38+ | ||||||||
| 10.39 | ||||||||
10.40+ | ||||||||
10.41# | ||||||||
| 10.42 | ||||||||
10.43+ | ||||||||
10.44# | ||||||||
10.45+ | ||||||||
10.46+ | ||||||||
10.47# | ||||||||
99
10.48+ | ||||||||
10.49+ | ||||||||
10.50# | ||||||||
10.51# | ||||||||
10.52# | ||||||||
10.53# | ||||||||
10.54# | ||||||||
10.55# | ||||||||
10.56# | ||||||||
10.57# | ||||||||
10.58+ | ||||||||
10.59# | ||||||||
| 10.60 | ||||||||
| 10.61 | ||||||||
10.62+ | ||||||||
100
| 19.1 | ||||||||
| 21.1 | ||||||||
| 23.1 | ||||||||
| 24.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1* | ||||||||
| 97.1 | ||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
# Indicates management contract or compensatory plan or arrangement.
* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
+ Schedules (or similar attachments) and certain information have been omitted pursuant to Items 601(a)(5), 601(a)(6) and/or 601(b)(10)(iv) of Regulation S-K. TD SYNNEX hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request; provided, however, that TD SYNNEX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
(c) Financial Statement Schedules.
See Index under Item 8.
Item 16. Form 10-K Summary
None.
101
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 27, 2026 | |||||||||||
| TD SYNNEX CORPORATION | |||||||||||
| By: | /s/ Patrick Zammit | ||||||||||
Patrick Zammit Chief Executive Officer | |||||||||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick Zammit and David Jordan, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
102
| Name | Title | Date | ||||||||||||
/s/ Patrick Zammit | Chief Executive Officer (Principal Executive Officer) and Director | January 27, 2026 | ||||||||||||
Patrick Zammit | ||||||||||||||
/s/ David Jordan | Chief Financial Officer (Principal Financial Officer) | January 27, 2026 | ||||||||||||
David Jordan | ||||||||||||||
/s/ John Henry | Chief Accounting Officer (Principal Accounting Officer) | January 27, 2026 | ||||||||||||
John Henry | ||||||||||||||
| /s/ Ann F. Vezina | Chair of the Board | January 27, 2026 | ||||||||||||
| Ann F. Vezina | ||||||||||||||
/s/ Kathleen M. Crusco | Director | January 27, 2026 | ||||||||||||
Kathleen M. Crusco | ||||||||||||||
/s/ Ting Herh | Director | January 27, 2026 | ||||||||||||
Ting Herh | ||||||||||||||
/s/ Richard T. Hume | Director | January 27, 2026 | ||||||||||||
Richard T. Hume | ||||||||||||||
/s/ Kenneth Lamneck | Director | January 27, 2026 | ||||||||||||
Kenneth Lamneck | ||||||||||||||
/s/ Nayaki Nayyar | Director | January 27, 2026 | ||||||||||||
Nayaki Nayyar | ||||||||||||||
/s/ Dennis Polk | Director | January 27, 2026 | ||||||||||||
Dennis Polk | ||||||||||||||
/s/ Claude J. Pumilia | Director | January 27, 2026 | ||||||||||||
Claude J. Pumilia | ||||||||||||||
/s/ Merline Saintil | Director | January 27, 2026 | ||||||||||||
Merline Saintil | ||||||||||||||
103
December 1, 2023
Private & Confidential
Miriam Murphy
[***]
Dear Miriam,
Congratulations, we would like to offer you the position of President, Europe, reporting to Patrick Zammit. This offer is subject to satisfactory references and relevant background checks, including ID and DBS checks.
Please find enclosed your contract of employment. An electronic version of this agreement will follow for your completion along with:
•Personal Details Form
•Nomination Form
•P45/Starter Checklist
Please liaise with Beth Simonetti, CHRO, regarding the details of your first day of employment.
Finally, I would like to take this opportunity to welcome you to the Company and wish you every success in your new role. Should you have any queries regarding any aspect of your employment here, please do not hesitate to contact me.
Yours sincerely,
/s/ Beth Simonetti
Beth Simonetti
EVP and Chief Human Resources Officer
December 1, 2023
Private & Confidential
Miriam Murphy
[***]
Dear Miriam,
TERMS AND CONDITIONS OF EMPLOYMENT (“Agreement”)
This Agreement sets out the principal terms and conditions applying to your employment with TD SYNNEX UK Acquisition Limited (''the Company'', “we”), including all particulars required to be given to you in writing by section 1 of the Employment Rights Act 1996. This document constitutes your contract of employment.
1.Job Title and Place of Work
You will be employed as President, Europe, reporting to Patrick Zammit.
Your primary base location is home based, although you may be required to work at another location within the UK or abroad as the Company may require from time to time.
You will not be required to work outside the UK for any continuous period of more than one month.
You will be expected to carry out such duties for the Company (and/or any company within the TD SYNNEX Group (the “Group”)) as are consistent with your position as the Company may from time to time reasonably require. You will devote the whole of your time, attention and abilities to our business and the business of any Group Company of which you are an officer. The precise description and nature of your job may be varied from time to time and you may be required to carry out other duties as necessary to meet business needs.
2.Start Date
Your appointment will commence on or before April 1, 2024 (the “Start Date”).
No employment with a previous employer counts towards your period of continuous employment with us.
Furthermore, prior to the Start Date, you hereby confirm that you are not in breach of any restriction or agreement or have any direct or indirect interest that conflict, or possibly may conflict, in commencing work for the Company.
3.Salary and Expenses
Your basic salary will be £525,000 per annum which shall accrue from Monday to Friday at a rate of 1/260 of your annual salary. This daily rate shall be used if we have to calculate a day's pay, for example, if you take any unpaid leave, which is not subject to any specific method of calculation set out elsewhere in this contract. Your salary will be paid by credit transfer into a bank or building society of your choice on the 28th of the month, (or the last working day before, if the 28th is a non-working day), for that calendar month.
Please note that if your start date is on or around the 14th of the month your first salary will be received in the following month.
The Company shall reimburse you in respect of all expenses reasonably incurred in the proper performance of your duties, subject to you providing such receipts or other evidence that the Company may require. This will include reimbursement for annual tax preparation by a firm of your choice, for up to £10,000 for calendar year 2024 and up to £7,000 per annum, following.
You authorise the Company to deduct from your salary any sums due from you to the Company during your employment or on the termination of your employment including but not limited to any overpayment of salary, holiday taken in excess of that accrued during the holiday year, car parking fines, overpayment of expenses, loans, advances, and the cost of repairing any damage or loss to Company property (including access cards) caused by you (and of recovering the same) and any other sums owed by you to us.
We will review your basic salary annually, but you have no entitlement to a salary increase in any year. Any variations to your remuneration package, including but not limited to, basic salary, incentives, bonuses, commission, benefits and any other incentive payments, will only be effective once confirmed in writing by HR. You will only be entitled to be considered for any bonus or incentive payment so long as you have not served or been served with notice (for any reason) or your employment has not terminated before the payment of any bonus or incentive payment.
4.Management Incentive Plan (MIP)
Whilst in the position of President, Europe you are eligible to participate in the Management Incentive Plan (MIP). Your On Target Bonus will be £525,000 per annum, payable annually in arrears. In your first year, 50% of your pro-rated annual on-target bonus will be guaranteed and paid out in December 2024. The specific scheme rules can be accessed via the intranet.
The Company reserves the right to review and/or vary the terms and conditions, commission rates and targets set out in the Scheme (and/or to withdraw the scheme completely) at its absolute discretion. You will be advised of any material changes to the Scheme at the earliest practicable opportunity.
Your entitlement to participate in the Management Incentive Plan shall cease upon termination of your employment and any part payment that may be due will be calculated and paid as per the commission scheme rules.
Award of an incentive payment in one year shall not entitle you to payment in subsequent years.
5.Signing Bonus
You will receive a one-time cash sign-on bonus in the amount of £525,000 (the “Signing Bonus”), which will be paid to you no later than 30 days following the Start Date. You must be employed by the Company at the time of payment of the Signing Bonus in order to receive the Signing Bonus. The Signing Bonus shall be subject to deductions and tax withholdings as required by law.
If prior to the 12-month anniversary of the Start Date, your employment is terminated for any reason other than (i)by the Company without Cause, (ii)death, (iii) disability then you agree to repay to the Company the gross amount of the signing bonus that you received within 30 days of your Date of Termination.
6.Car Allowance
Provided that you hold a current full driving licence, whilst in the position of President, Europe you will be provided with a car allowance of £12,000 per annum. This will be paid in equal monthly instalments directly into your bank account at the end of each month (less deductions for tax and National Insurance). Car Allowance shall not be treated as salary for any purpose and shall not be pensionable.
As a recipient of a Car Allowance you are responsible to adhere to the terms of the Driving for Business Policy (policy enclosed). You must inform the Company immediately if you are disqualified from driving as your entitlement to receive the car allowance will cease during any period of disqualification. Furthermore, if the loss of your licence materially impacts on your ability to carry out your duties the Company reserves the right to terminate your employment. Depending on the circumstances this may, or may not be with notice.
The Company will review the terms and conditions of the Driving For Business Policy from time to time. The Company reserves the right to remove the Car Allowance should it be no longer applicable to your role and any changes to this will be confirmed in writing.
7.Hours of Work
Your normal working week is 37.5 hours Monday to Friday with a one-hour lunch break each day and are variable between the hours of 8:30am and 6pm in line with the needs of the business and line manager agreement. However, you may, on occasion, be required to work reasonable additional hours, either when requested to do so and/or for the proper performance of duties.
Your overall compensation package takes into account the need for reasonable additional hours to meet your workload as required. There is no entitlement to overtime during the normal course of your employment, however Time off in Lieu may granted at the discretion of your Line Manager.
You shall devote the whole of your time, attention, ability and skills to your employment with the Company and as such, you should not be engaged in any capacity, by any other party or undertaking whatsoever without the prior written consent of the Company. If such consent is given you must provide the Company with the number of hours worked for any other employer each week. Consent may be withdrawn should any secondary activity impact your ability to fulfill your role or raise concerns over health and wellbeing.
The Working Time Regulations 1998, state your average working time should not exceed 48 hours for each seven day period in any reference period. By signing this Agreement you agree that this limit on your working hours will not apply to you, however, you may withdraw your agreement to opting out of this limit by giving the Company three months’ notice in writing.
8.Holidays
On joining, co-workers are entitled to 25 days’ paid holiday per year in addition to bank and public holidays (pro rated for part time co-workers). Entitlement increases in line with the following years of service:
Length of Continuous Service Holiday Entitlement
2 years’ service | 26 days | ||||
4 years’ service | 27 days | ||||
6 years’ service | 28 days | ||||
8 years’ service | 29 days | ||||
10 years’ service | 30 days | ||||
The Company’s holiday year runs from 1st December to 30th November and any incremental holiday will apply from the start of the next holiday year.
All holiday accrued should be taken in the current holiday year. You may not carry any unused holiday entitlement forward to a subsequent holiday year unless approved in line with the Holiday Policy.
If you have accrued holiday owing to you, the Company may at its absolute discretion, require you to take the outstanding holiday during any notice period or make a payment in lieu. We shall not pay you in lieu of untaken holiday except on termination of employment. The amount of such payment in lieu shall be 1/260th of your full-time equivalent salary for each untaken day of your entitlement.
All holiday dates must be agreed in advance with your manager, taking into account the needs of your department and immediate colleagues. The Company may refuse to allow you to take holiday in circumstances where it would significantly impact the operational impact of the business.
9.Absence and Other Paid Leave
If you are absent from work due to sickness, you should ensure that you follow Company policy, (which may vary according to which site you are employed) and personally notify your manager in the first instance, or a member of the HR team before your start time on the first day of absence from work unless you are prevented from doing so by illness.
Subject to the remainder of this clause, during any period of absence from work due to sickness or injury you may be entitled to Company Sick Pay (CSP) as follows:
Length of Continuous Service | Duration of Sickness Payment | ||||
From 6 months Up to 1 year | 2 weeks’ basic pay | ||||
1 year but less than 2 years | 4 weeks’ basic pay | ||||
2 years but less than 4 years | 8 weeks’ basic pay | ||||
4 years and more | 13 weeks’ basic pay | ||||
The benefits as set out above run for a rolling twelve (12) month period starting with the first day of your sickness absence and subject to the requirements set out in this clause. The Company may also deduct from these payments the amount of any statutory benefits you may be entitled to receive.
The Company is required to pay Statutory Sick Pay (SSP) for up to 28 weeks a year to any eligible employee who has complied with the relevant statutory and contractual rules relating to sickness absence and notification. Upon exhaustion of CSP, SSP will automatically take effect and your pay will be adjusted accordingly, subject to SSP rules. Benefits for periods in excess of this can be claimed direct from the Department for Work and Pensions.
Any payment of CSP to you shall be inclusive of any SSP and any or other benefits to which you may be entitled, whether or not claimed.
Payment of CSP and/or SSP is conditional upon you complying with the Company Absence Policy, including the requirement to provide a ‘fit note’ signed by a medical practitioner. A copy of the Company Absence Policy is available on the company intranet. The Company reserves the right at its sole discretion to change this policy from time to time as it sees fit.
The Company may, at its expense, require you to submit to such medical examinations and tests by doctor(s) nominated by the Company and you hereby authorise such doctor(s) to disclose to and discuss with the Company and its medical advisors the results of such examinations and tests.
Any entitlement to CSP or Permanent Health Insurance shall not limit or prevent the Company from exercising its right to terminate employment in accordance with the Company’s Absence Policy.
You may also be eligible to take the following types of paid leave, subject to any statutory eligibility requirements or conditions and the Company's rules applicable to each type of leave in force from time to time:
(a)maternity leave
(b)paternity leave
(c)adoption leave
(d)shared parental leave
(e)parental bereavement leave
(f)dependants leave
(g)emergency services volunteer leave
Further details of such leave and your pay during such leave are available on the company intranet.
We may replace, amend or withdraw the Company's policy on any of the above types of leave at any time.
10.Pension
You may join the Company pension scheme (Scheme) (or such other registered pension scheme as we may set up to replace the Scheme) subject to satisfying certain eligibility criteria and subject to the rules of the Scheme as amended from time immediately upon joining. If you have not elected to join the pension scheme within 3 months and meet the automatic enrolment qualifying criteria, under legislation you will be automatically enrolled into the pension scheme via salary sacrifice (the Company default method).
If you opt into the pension scheme before that date the company will match your contributions up to 5% once joined.
You are able to opt out of both the auto enrolment pension scheme and payment by salary sacrifice should you wish.
When you start employment, you will provided with information about the salary sacrifice arrangements.
You pay | TD SYNNEX pays | ||||
5% | 5% | ||||
Over 5% | 5% | ||||
11.Health Schemes
Your entitlement to cover under each of the insured schemes referred to below, is subject to the terms and conditions of the relevant scheme and to the insurer of the relevant scheme paying out under it. The Company reserves the right to vary, replace or cease to provide any of the schemes at its absolute discretion at any time. The Company shall not have any liability to pay any benefit to you under the schemes unless and until it receives payment of the benefit from the insurer under the scheme. The provisions of any insurance scheme does not in any way prevent the Company from lawfully terminating your employment in accordance with the relevant policy even if to do so would deprive you of membership or cover under any such scheme.
11.1.Company Health Cover
Once you start your employment you will be eligible to be registered for the company’s Health Cash Plan and family private healthcare under a recognised Company health care scheme, the annual premium payments for which the Company will pay. You may elect to register for both schemes but you will be required to pay an annual premium for the Health Cash Plan if you do so. Should you opt for the standard private healthcare option you may, at your own cost and subject to the rules of the scheme currently in operation, register your
dependants for the same insurance cover at the group subscription rates enjoyed by the Company. Full details of both schemes will be provided when you take up this appointment.
11.2.Income Protection
Income Protection is an employee benefit that protects your income in the event of a serious long-term sickness. You will be entitled to make a claim to be determined by the third party insurer subject to the conditions of the relevant policy in force from time to time. If your claim is successful the benefit will be payable after twenty-six weeks of continuous sickness
This benefit is currently equivalent up to seventy-five percent of your basic annual salary less any long term disability benefits paid by the Department for Work and Pensions and up to the age of 65.
11.3.Death in Service Benefit
Whilst employed with the Company you are entitled to a death in service benefit of four times your basic annual salary, subject to the conditions of the policy.
12.Grievance Procedure
In the event that you have a grievance, you should initially raise the matter in accordance with the Company’s grievance procedure, a copy of which is available on the Intranet. Your right of appeal is set out in the policy. The Company’s grievance procedure does not form part of your contract of employment. The Company reserves the right not to follow any part of the grievance procedure where it considers it appropriate not to do so (for example, if you leave employment after lodging a grievance).
13.Disciplinary Procedure and Suspension
The Company’s disciplinary procedure specifies the Company’s standards of conduct and performance and in particular, indicates the types of misconduct that may give rise to disciplinary action. A copy of the policy is available on the Intranet. Your right of appeal is set out in the policy. You are responsible for ensuring that you are familiar with it. If you have any questions concerning the procedure, please contact the HR department.
The Company’s disciplinary procedure does not form part of your contract of employment. The Company reserves the right not to follow any part of the disciplinary procedure where it considers it appropriate not to do so (for example, where you have less than two years’ service).
The Company may suspend you from your duties on full pay to allow the Company to investigate any complaint made against you in relation to your employment with the Company or for so long as is otherwise reasonable while any disciplinary procedure against you is outstanding. The Company may exclude you from your place of work or any of the Company or any Group Company's premises and may require you not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company any Group Company.
You will continue to be bound by all obligations owed to the Company under this Agreement and you shall ensure that you inform your manager how you can be contacted during each working day.
14.Confidentiality
You acknowledge that in the course of your employment you will have access to information (whether or not recorded in documentary form, or stored on any memory device) which is not in the public domain relating to the business, products, affairs and finances of the Company and any Group Company for the time being confidential to the Company and any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Company and any Group Company or any of its or their business contacts, including in particular (“Confidential Information”). You therefore agree to accept the restrictions below:
You shall not (except in the proper course of your duties, with express consent of the Company, or where such information is already in the public domain), either during your employment or at any time after termination (however arising):
(a)divulge or communicate to any person, company, business entity or other organisation;
(b)use for your own purposes for any purposes other than those of the Company or any Group Company; or
(c)through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of any Confidential Information, provided that these restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through an unauthorised disclosure by you or any other person.
This shall not apply to any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
15.Intellectual Property
You agree that all records, documents (including any drafts), inventions, patents, utility models, designs (both registered or unregistered), database rights, copyright and related rights, and trade marks (both registered and unregistered) , photographs, computer software and any other literary or pictorial works and any other intellectual property related rights which you create or acquire in the course of your employment, or which are made or acquired by co-workers and consultants of the Company in the course of their employment or engagement (“the Works”) and which come to your attention, shall, together with all the worldwide right title and interest in all the Works, be and at all times remain the absolute property of the Company.
If, during the course of your employment you make, whether alone or jointly with any other person(s), any Intellectual Property which relates to or is useful in connection with the business of the Company, you shall disclose it to the Company immediately together with all relevant
details, whether or not they are recorded in a material form and whether or not made, originated or developed during normal working hours.
All documents (in any media), provided for your use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the Company at all times.
You irrevocably waive any and all such moral rights under Chapter IV of the Copyright, Designs and Patents Act 1988 together with all similar and analogous rights in other territories to the extent permissible under the relevant legislation in the relevant territory and you agree not to institute, support, maintain, or permit any action or claim to the effect that any treatment, exploitation or use of such work infringes such rights.
16.Other Restrictions
16.1.The definitions and rules of interpretation in this clause apply in this agreement.
Capacity: as agent, consultant, director, employee, worker, owner, partner or shareholder.
Group Company: the Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.
Restricted Business: those parts of the Company or any Group Company's business with which you were involved to a material extent in the 12 months before Termination.
Restricted Customer: any firm, company or person who, during the 12 months before Termination, was a customer or prospective customer of or in the habit of dealing with the Company or any Group Company with whom you had material contact or about whom you became aware or informed in the course of your employment.
Restricted Person: anyone employed or engaged by us or any Group Company who could materially damage the Company or any Group Company's interests if they were involved in any Capacity in any business concern which competes with any Restricted Business and with whom you had material dealings in the 12 months before Termination in the course of your employment.
Restricted Supplier: any firm, company or person who, during the 12 months before Termination, was a supplier or prospective supplier of or in the habit of providing supplies to the Company or any Group Company with whom you had material contact in the course of your employment
Restricted Territory: the geographical areas in which the Company and any Group Company carries out business.
Subsidiary and Holding Company: in relation to a company mean "subsidiary" and "holding company" as defined in section 1159 of the Companies Act 2006.
Termination: the termination of your employment with us howsoever caused.
16.2.Specific Restrictions: In order to protect the Confidential Information and business connections of the Company and Group Company to which you have access as a result of your employment, you covenant that for a period of 12 months following the Termination of your employment you will not directly or indirectly in any Capacity on your own behalf or on behalf of, or in conjunction with, any firm, company or person:
(a)solicit or endeavour to entice away from the Company the business or custom of a Restricted Customer with a view to providing goods or services in competition with any Restricted Business;
(b)offer to employ or engage or otherwise endeavour to entice away from the Company any Restricted Person or in the course of any business concern which is in competition with any Restricted Business,
(c)employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;
(d)be involved in the provision of goods or services to, (or otherwise have any business dealings with,) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business,
(e)interfere or endeavour to interfere with the supply of goods and/or services by any Restricted Supplier to the Company or and Group Company,
(f)be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or,
(g)at any time after Termination, represent yourself as connected with the Company any Group Company in any Capacity, other than as a former employee, or use any registered business names or trading names associated with the Company or any Group Company.
The period for which the restrictions apply shall be reduced by any period that you spend on Garden Leave immediately before Termination.
16.3.None of the restrictions stated above shall prevent you from:
(a)holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or
(b)being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or
(c)being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which you were not concerned to a material extent in the 12 months before termination.
If during the course of this Agreement or before the expiry of the last of the covenants above, you receive an approach or offer to be involved in any Capacity in a business concern which competes with any part or parts of the Company or any Group Company's business with which you are or have been involved to a material extent during the Agreement, you shall notify the Company in writing of the fact of the approach or offer and the identity of the person making the approach or offer as soon as possible; and give the person making the offer a copy of this these Post Termination Restrictions within seven days of the offer being made.
These obligations are continuing obligations and shall apply if, at any time subsequent to the relevant approach or offer being made but before the expiry of the last of the covenants in this Clause 17, the business making the offer or approach so competes with the Company or any Group Company's business.
If, at any time during your employment, two or more Restricted Persons have left their employment, appointment or engagement with us to carry out services for a business concern which competes with, or is intended to compete with any Restricted Business, you will not at any time during the six months following the last date on which any of those Restricted Persons were employed or engaged by us, be employed or engaged in any way with that business concern.
Each of the restrictions in this Clause 17 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective
17.Notice of Termination and Garden Leave
In the event you wish to terminate your employment, you are required to give the Company 6 months’ notice in writing.
Should the Company terminate your employment for any reason , other for the reasons listed below, you will be entitled to receive notice stated above.
The Company may terminate the Agreement with immediate effect without notice and with no liability to make any further payment to you (other than in respect of amounts accrued due at the date of termination) if you:
(a)are in breach of your obligations under the Company ethics or anti-corruption and bribery policy and related procedures;
(b)are in breach of your obligations under the Company anti-facilitation of tax evasion policy and related procedures;
(c)are guilty of any gross misconduct affecting Company business or the business of any Group Company;
(d)commit any serious or repeated breach or non-observance of any of the provisions of this agreement or refuse or neglect to comply with any reasonable and lawful directions, including but not limited to any repeated or serious failure to comply with any reasonable instructions or measures that we implement in response to an emergency or other critical situation;
(e)are, in the reasonable opinion of the Board, negligent and incompetent in the performance of your duties;
(f)are declared bankrupt or make any arrangement with or for the benefit of your creditors or have a county court administration order made against you under the County Court Act 1984;
(g)are convicted of any criminal offence (other than an offence under any road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed);
(h)are, in the opinion of a medical practitioner physically or mentally incapable of performing your duties and may remain so for more than three months and the medical practitioner has given a medical opinion to the Board to that effect; or
(i)are guilty of any fraud or dishonesty or act in any manner which in the Company’s reasonable opinion brings or is likely to bring you, the Company or any Group Company into disrepute or is materially adverse to the Company or any Group Company's interests;
Your employment may be terminated by the Company without notice or payment in lieu of notice by reason of your gross misconduct. Examples of gross misconduct are set out in the Company’s disciplinary procedure.
The Company may at any time and in its absolute discretion (whether or not any notice of termination has been given under this clause) terminate your employment in writing with
immediate effect and make a payment in lieu of notice. This payment will comprise solely your basic salary (at the rate payable when this option is exercised) and shall not include any bonus, commission, pension contributions, holiday accrual or any other benefits and shall be subject to deductions for income tax and national insurance contributions as appropriate. You will not, under any circumstances, have any right to payment in lieu unless the Company has exercised its discretion to pay in lieu of notice.
Upon the termination of your employment by whatever means you shall immediately return to the Company all Confidential Information, intellectual property, your car (if applicable), all documents, computer media, software, credit cards, blackberry, mobile phone, access cards, keys and all other property belonging to or relating to the business of the Company which is in your possession or under your power or control and you must not retain copies of any of the above.
Following notice of termination, the Company may in its absolute discretion place you on ‘Garden Leave’ which means that you may not be required to carry out your normal duties and we may revoke any powers you hold on the Company’s behalf. We may require you not to attend Company, Group Company premises and/or external meetings and events. The Company may require you not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of ours or any Group Company.
During this period (“Garden Leave”) you shall continue to receive your basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement. You shall ensure your manager knows how you can be contacted during each working day and you will make yourself available (except where annual leave has been approved) should it be required to carry out specific activities and/or provide a handover. You remain our employee and will continue to be bound by all obligations (whether express or implied) under the terms of this Agreement or as an employee of the Company (including any implied duties of good faith and fidelity).
Any accrued but untaken holiday must be taken during this Garden Leave period.
18.Business Ethics
The Company is a member of the Group and abides at all times in its business dealings with the code of business ethics agreed within this Group. The code sets out standards for the ethical conduct of business and, in particular, prohibits any kind of other competitive business practices. This written code also sets down standards of conduct to be observed by co-workers including amongst other things, the Group’s requirements for the protection of confidential information, the management of press and public relations, the restriction of outside business interests, and the acceptance and giving of business gifts and other financial practices. You are required to adhere to the code at all times; failure to do so may give rise to disciplinary action.
19.Collective Agreements/Workforce Agreements
There are no collective agreements or workforce agreements applicable to you or which affect your terms of employment.
20.Data Protection
The Company will hold and process, both electronically and manually, personal data relating to you which is necessary for the performance of this contract and for other lawful processing reasons under data protection legislation as set out in the Workforce Data Privacy Notice.
Full details of the Company’s personal data processing activities are set out in the Company’s Workforce Data Privacy Notice. You hereby acknowledge that, by signing this contract, you agree to comply with the Company’s Workforce Data Privacy Notice.
You have an obligation to comply with the Company’s Data Protection Policies for the proper management of employee, client and customer data as amended from time to time. You hereby acknowledge that, by signing this contract, you have read and understood and will comply with the Company’s Data Protection Policy and other Employee Policies.
21.Contracts (Rights of Third Parties) Act 1999
Unless the right of enforcement is expressly granted, it is not intended that a third party should have the right to enforce the provisions of this contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
22.Monitoring of IT Systems
The Company may monitor messages sent and received via the email, instant messenger (IM) and voicemail system to ensure that co-workers are complying with the Company’s IT and Communication policies copies of which are available on the intranet and policy central.
The Company reserves the right to retrieve the contents of messages for the purpose of monitoring whether the use of the email or IM system is in accordance with the Company’s best practice, for the purpose of investigation relating to misconduct or performance, for the purpose of monitoring whether use of the computer system is legitimate, to find lost messages or to retrieve messages lost due to computer failure, to assist in the investigations of wrongful acts or to comply with any legal obligation.
The contents of email, IM or voicemail so obtained by the Company in the proper exercise of these powers may be disclosed without your permission. You should be aware that the emails, IM’s or voicemails or any document created on the Company’s computer system, however confidential or damaging, may have to be disclosed in court or other proceedings. An email or IM which has been trashed or deleted can still be retrieved.
The Company further reserves and intends to exercise its right to monitor all use of the internet through its information technology systems and to record telephone calls for training purposes, to the extent authorised by law. For more details in relation to the processing of this data and the legitimate interests relied upon and please refer to the Workforce Privacy Policy.
23.Training
During your employment you must complete compulsory induction training as advised, any such training will be paid for by the Company. You are entitled to take part in various training
courses which we may provide from time to time in-house. Specific details of what courses might be available can be found on the intranet
24.Change to your Terms of Employment
The Company reserves the right to make reasonable changes to any of your terms of employment from time to time; such changes may be made by way of a general notice applicable to all co-workers or by way of specific notice to you. Any such changes shall take effect immediately.
At least one month’s written notice will be given to you of any significant changes which may be given by way of an individual notice or a general notice to all co-workers. You will be deemed to have accepted such a change unless you notify the Company of any valid objection in writing before the expiry of the one-month period.
25.Personal Information and Miscellaneous
If you change your personal details or contact details at any time during the term of your employment, you agree to notify us in writing of any such change. Failure to notify the Company of a change in contact details could result in disciplinary action.
This Agreement contains the entire understanding between the parties and supersedes all previous agreements and arrangements, whether written or oral, (if any) relating to your employment by the Company (which shall be deemed to have been terminated by mutual consent).
If this Agreement is terminated at any time by reason of any reconstruction or amalgamation of the Company or any Group Company, whether by winding up or otherwise, and you are offered employment with any concern or undertaking involved in or resulting from the reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this agreement, you shall have no claim against us or any such undertaking arising out of or connected with the termination.
26.Acceptance of Terms and Conditions
Please sign below to confirm that you have read, understood and agree to accept and be bound by the terms and conditions of this Agreement.
This Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the parties and you agree that you have not been induced to enter into the Employment by and has not relied upon any Pre-Contractual Statement.
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
The parties do not intend the terms of this Agreement to be varied by implication due to any custom, practice, usage or course of dealings. No variation of this Agreement shall be effective unless agreed by both parties
This Agreement constitutes your written statement of terms of Employment provided in compliance with Part 1 of the Employment Rights Act 1996.
Signed by a duly authorised signatory of TD SYNNEX UK Acquisition Limited | Signed: /s/ Beth Simonetti …………………………………………. Print Name: Beth Simonetti Title: EVP, Chief Human Resources Officer | ||||
Signed by Miriam Murphy | Signed: /s/ Miriam Murphy …………………………………………. Print Name: Miriam Murphy | ||||
Execution Version
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 26, 2025 (this “Amendment No. 2”), is entered into by and among TD SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and CITIBANK, N.A., in its capacity as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of April 16, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement, as amended by this Amendment No. 2, is referred to herein as the “Amended Credit Agreement”.
WHEREAS, the Borrower has requested additional capacity to incur certain Securitization Programs in an aggregate principal amount of €750,000,000 and the Lenders party hereto have agreed to provide such additional capacity; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
Section 1.Amendments. Subject only to the satisfaction of the conditions set forth in Section 2 below, the definition of “Securitization Program”, Section 5.02(a)(v) and Section 5.02(c)(iv) of the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following examples: stricken text) and add the double-underlined text (indicated textually in the same manner as the following example: double underlined text) as set forth below:
“Securitization Program” means, with respect to any Person, any financing or sales transaction or series of financing or sales transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may, directly or indirectly, sell, convey, or otherwise transfer, or grant a security interest in Receivables and Related Assets, accounts, payments, or receivables (whether such accounts, payments, or receivables are then existing or arising in the future), collections and other proceeds arising therefrom, any rights to future lease payments or residuals or similar rights to payment to, or any securitization related property to a special purpose company Subsidiary (whether or not that special purpose company is a Subsidiary or Affiliate of such Person).
(v) assignments of Receivables and Related Assets and the right to receive income or Liens (including Liens over any bank account into which collections in relation to such Receivables and Related Assets are paid) that arise in connection with Securitization Programs, receivables financing facilities or other similar transactions (when combined with Securitization Programs existing on the Closing Date), where the aggregate Invested Amount at any time does not exceed the sum of in an aggregate principal amount not to exceed (A) the Dollar Equivalent of $1,500,000,000 plus (B) the Dollar Equivalent of €750,000,000 at any time outstanding (for purposes of this clause (v), the “principal amount” of a Securitization Program shall mean the Invested Amount),
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(iv) Debt, if any, arising in connection with Securitization Programs, receivables financing facilities or other similar transactions in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, the sum of (A) the Dollar Equivalent of the greater of $1,500,000,000 plus (B) the Dollar Equivalent of €750,000,000 at any time outstanding (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amount) and, to the extent secured, secured by Liens permitted pursuant to Section 5.02(a)(v),
Section 2.Conditions to Effectiveness.
This Amendment No. 2 shall become effective on the date (the “Amendment No. 2 Effective Date”) that:
a.the Administrative Agent shall have received an executed counterpart to this Amendment No. 2 from the Borrower and the Required Lenders; and
b.after giving effect to this Amendment No. 2, the representations and warranties set forth in Section 3 below shall be correct in all respects.
Section 3.Representations and Warranties.
In order to induce Lenders and the Administrative Agent to enter into this Amendment No. 2, the Borrower represents and warrants to the Administrative Agent and the Lenders that as of the Amendment No. 2 Effective Date:
a.All representations and warranties of the Borrower contained in Section 4.01 of the Existing Credit Agreement are correct in all material respects (without duplication of any materiality or Material Adverse Effect qualifier) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be correct in all material respects (without duplication of any materiality or Material Adverse Effect qualifier) as of such earlier date.
b.No Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 2 Effective Date immediately before (in the case of the Existing Credit Agreement) and immediately after (in the case of the Amended Credit Agreement) giving effect to the provisions of this Amendment No. 2.
Section 4.Counterparts.
This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment No. 2 and/or any document to be signed in connection with this Amendment No. 2 and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
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Section 5.Governing Law, Jurisdiction and Waiver of Jury Trial.
This Amendment No. 2 shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Sections 8.09, 8.12 and 8.19 of the Existing Credit Agreement are incorporated herein by reference mutatis mutandis.
Section 6.Headings.
The headings of this Amendment No. 2 are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 7.Reaffirmation; No Novation.
The Borrower, on behalf of itself and each Designated Borrower, hereby expressly acknowledges the terms of this Amendment No. 2 and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment No. 2 and the transactions contemplated hereby and (ii) its guarantee of the Guaranteed Obligations, as applicable. Each of the parties hereto confirms that the amendment of the Existing Credit Agreement pursuant to this Amendment No. 2 shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. For the avoidance of doubt, this Amendment No. 2 shall also constitute a Loan Document for all purposes under the Amended Credit Agreement.
Section 8.Effect of Amendment.
Except as expressly set forth herein, this Amendment No. 2 shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the other Secured Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the date first above written.
TD SYNNEX CORPORATION
By: /s/ Scott W. Walker
Name: Scott W. Walker
Title: Corporate Vice President, Treasurer
Name: Scott W. Walker
Title: Corporate Vice President, Treasurer
[Signature Page to Amendment No. 2]
CITIBANK, N.A.,
as Administrative Agent
as Administrative Agent
By: /s/ Daniel Boselli
Name: Daniel Boselli
Title: Vice President
Name: Daniel Boselli
Title: Vice President
[Signature Page to Amendment No. 2]
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as a Lender
as a Lender
By: /s/ Nicholas Meece
Name: Nicholas Meece
Title: Principal
Name: Nicholas Meece
Title: Principal
[Signature Page to Amendment No. 2]
AGRICULTURAL BANK OF CHINA LIMITED, NEW YORK BRANCH,
as a Lender
as a Lender
By: /s/ Nelson Chou
Name: Nelson Chou
Title: SVP & Head of Corporate Banking Department
Name: Nelson Chou
Title: SVP & Head of Corporate Banking Department
[Signature Page to Amendment No. 2]
BANCO SANTANDER, S.A., NEW YORK BRANCH,
as a Lender
as a Lender
By: /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director
Name: Andres Barbosa
Title: Managing Director
By: /s/ Zara Kamal
Name: Zara Kamal
Title: Executive Director
Name: Zara Kamal
Title: Executive Director
[Signature Page to Amendment No. 2]
BANK OF CHINA, LOS ANGELES BRANCH,
as a Lender
as a Lender
By: /s/ Peng Li
Name: Peng Li
Title: SVP & Branch Manager
Name: Peng Li
Title: SVP & Branch Manager
[Signature Page to Amendment No. 2]
THE BANK OF NOVA SCOTIA,
as a Lender
as a Lender
By: /s/ Yvonne Bai
Name: Yvonne Bai
Title: Director
Name: Yvonne Bai
Title: Director
[Signature Page to Amendment No. 2]
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
as a Lender
as a Lender
By: /s/ Brian Crowley
Name: Brian Crowley
Title: Managing Director
Name: Brian Crowley
Title: Managing Director
By: /s/ Armen Semizian
Name: Armen Semizian
Title: Managing Director
Name: Armen Semizian
Title: Managing Director
[Signature Page to Amendment No. 2]
BNP PARIBAS,
as a Lender
as a Lender
By: /s/ Maria Mulic
Name: Maria Mulic
Title: Managing Director
Name: Maria Mulic
Title: Managing Director
By: /s/ Michael Kowalczuk
Name: Michael Kowalczuk
Title: Managing Director
Name: Michael Kowalczuk
Title: Managing Director
[Signature Page to Amendment No. 2]
BANK OF AMERICA, N.A.,
as a Lender
as a Lender
By: /s/ Dylan Honza
Name: Dylan Honza
Title: Director
Name: Dylan Honza
Title: Director
[Signature Page to Amendment No. 2]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as a Lender
as a Lender
By: /s/ Jill Wong
Name: Jill Wong
Title: Director
Name: Jill Wong
Title: Director
By: /s/ Gordon Yip
Name: Gordon Yip
Title: Director
Name: Gordon Yip
Title: Director
[Signature Page to Amendment No. 2]
CAPITAL ONE, N.A.,
as a Lender
as a Lender
By: /s/ Andy Welicky
Name: Andy Welicky
Title: Duly Authorized Signatory
Name: Andy Welicky
Title: Duly Authorized Signatory
[Signature Page to Amendment No. 2]
CITIBANK, N.A.,
as a Lender
as a Lender
By: /s/ Daniel Boselli
Name: Daniel Boselli
Title: Vice President
Name: Daniel Boselli
Title: Vice President
[Signature Page to Amendment No. 2]
DBS BANK LTD.,
as a Lender
as a Lender
By: /s/ Deborah Goh
Name: Deborah Goh
Title: Assistant Vice President
Name: Deborah Goh
Title: Assistant Vice President
[Signature Page to Amendment No. 2]
GOLDMAN SACHS BANK USA,
as a Lender
as a Lender
By: /s/ Priyankush Goswami
Name: Priyankush Goswami
Title: Authorized Signatory
Name: Priyankush Goswami
Title: Authorized Signatory
[Signature Page to Amendment No. 2]
HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
as a Lender
By: /s/ Ilene Hernandez
Name: Ilene Hernandez
Title: Director
Name: Ilene Hernandez
Title: Director
[Signature Page to Amendment No. 2]
THE HUNTINGTON NATIONAL BANK,
as a Lender
as a Lender
By: /s/ Thomas Dearth
Name: Thomas Dearth
Title: Vice President
Name: Thomas Dearth
Title: Vice President
[Signature Page to Amendment No. 2]
JPMORGAN CHASE BANK, N.A.,
as a Lender
as a Lender
By: /s/ Melanie George
Name: Melanie George
Title: Vice President
Name: Melanie George
Title: Vice President
[Signature Page to Amendment No. 2]
KEYBANK NATIONAL ASSOCIATION,
as a Lender
as a Lender
By: /s/ Michael G Kousaie
Name: Michael G Kousaie
Title: Senior Vice President
Name: Michael G Kousaie
Title: Senior Vice President
[Signature Page to Amendment No. 2]
MIZUHO BANK, LTD.,
as a Lender
as a Lender
By: /s/ Tracy Rahn
Name: Tracy Rahn
Title: Managing Director
Name: Tracy Rahn
Title: Managing Director
[Signature Page to Amendment No. 2]
MUFG BANK, LTD.,
as a Lender
as a Lender
By: /s/ Eric Enberg
Name: Eric Enberg
Title: Director
Name: Eric Enberg
Title: Director
[Signature Page to Amendment No. 2]
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
as a Lender
By: /s/ James Cullen
Name: James Cullen
Title: Senior Vice President
Name: James Cullen
Title: Senior Vice President
[Signature Page to Amendment No. 2]
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),
as a Lender
as a Lender
By: /s/ Penny Neville-Park
Name: Penny Neville-Park
Title: Authorised Signatory
Name: Penny Neville-Park
Title: Authorised Signatory
By: /s/ Andrew Moore
Name: Andrew Moore
Title: Authorised Signatory
Name: Andrew Moore
Title: Authorised Signatory
[Signature Page to Amendment No. 2]
SOCIÉTÉ GÉNÉRALE,
as a Lender
as a Lender
By: /s/ Richard Bernal
Name: Richard Bernal
Title: Managing Director
Name: Richard Bernal
Title: Managing Director
[Signature Page to Amendment No. 2]
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
as a Lender
By: /s/ Irlen Mak
Name: Irlen Mak
Title: Executive Director
Name: Irlen Mak
Title: Executive Director
[Signature Page to Amendment No. 2]
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender
as a Lender
By: /s/ David Perlman
Name: David Perlman
Title: Authorized Signatory
Name: David Perlman
Title: Authorized Signatory
[Signature Page to Amendment No. 2]
UNICREDIT BANK GMBH, NEW YORK BRANCH,
as a Lender
as a Lender
By: /s/ Priya Trivedi
Name: Priya Trivedi
Title: Managing Director
Name: Priya Trivedi
Title: Managing Director
By: /s/ Thomas Petz
Name: Thomas Petz
Title: Managing Director
Name: Thomas Petz
Title: Managing Director
[Signature Page to Amendment No. 2]
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
as a Lender
By: /s/ Alex Wilson
Name: Alex Wilson
Title: Vice President
Name: Alex Wilson
Title: Vice President
[Signature Page to Amendment No. 2]
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
as a Lender
By: /s/ Brian Buck
Name: Brian Buck
Title: Managing Director
Name: Brian Buck
Title: Managing Director
[Signature Page to Amendment No. 2]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 26, 2025 (this “Amendment No. 1”), is entered into by and among TD SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Credit Agreement dated as of April 19, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement, as amended by this Amendment No. 1, is referred to herein as the “Amended Credit Agreement”.
WHEREAS, the Borrower has requested additional capacity to incur certain Securitization Programs in an aggregate principal amount of €750,000,000 and the Lenders party hereto have agreed to provide such additional capacity; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
Section 1. Amendments. Subject only to the satisfaction of the conditions set forth in Section 2 below, the definition of “Securitization Program”, Section 5.02(a)(v) and Section 5.02(c)(iv) of the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following examples: stricken text) and add the double-underlined text (indicated textually in the same manner as the following example: double underlined text) as set forth below:
“Securitization Program” means, with respect to any Person, any financing or sales transaction or series of financing or sales transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may, directly or indirectly, sell, convey, or otherwise transfer, or grant a security interest in Receivables and Related Assets, accounts, payments, or receivables (whether such accounts, payments, or receivables are then existing or arising in the future), collections and other proceeds arising therefrom, any rights to future lease payments or residuals or similar rights to payment to, or any securitization related property to a special purpose company Subsidiary (whether or not that special purpose company is a Subsidiary or Affiliate of such Person).
(v) assignments of Receivables and Related Assets and the right to receive income or Liens (including Liens over any bank account into which collections in relation to such Receivables and Related Assets are paid) that arise in connection with Securitization Programs receivables financing facilities or other similar transactions (when combined with Securitization Programs existing on the Closing Date), where the aggregate Invested Amount at any time does not exceed the sum of in an aggregate principal amount not to exceed (A) the Dollar Equivalent of $1,500,000,000 plus (B) the Dollar Equivalent of €750,000,000 at any time outstanding (for purposes of this clause (v), the “principal amount” of a Securitization Program shall mean the Invested Amount),
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
(iv) Debt, if any, arising in connection with Securitization Programs, receivables financing facilities or other similar transactions in an aggregate principal amount not to exceed, when taken together with Securitization Programs existing on the Closing Date, the sum of (A) the Dollar Equivalent of the greater of $1,500,000,000 plus (B) the Dollar Equivalent of €750,000,000 at any time outstanding (for purposes of this clause (iv), the “principal amount” of a Securitization Program shall mean the Invested Amount) and, to the extent secured, secured by Liens permitted pursuant to Section 5.02(a)(v),
Section 2. Conditions to Effectiveness.
This Amendment No. 1 shall become effective on the date (the “Amendment No. 1 Effective Date”) that:
a. the Administrative Agent shall have received an executed counterpart to this Amendment No. 1 from the Borrower and the Required Lenders; and
b. after giving effect to this Amendment No. 1, the representations and warranties set forth in Section 3 below shall be correct in all respects.
Section 3. Representations and Warranties.
In order to induce Lenders and the Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants to the Administrative Agent and the Lenders that as of the Amendment No. 1 Effective Date:
a.All representations and warranties of the Borrower contained in Section 4.01 of the Existing Credit Agreement are correct in all material respects (without duplication of any materiality or Material Adverse Effect qualifier) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be correct in all material respects (without duplication of any materiality or Material Adverse Effect qualifier) as of such earlier date.
b.No Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 1 Effective Date immediately before (in the case of the Existing Credit Agreement) and immediately after (in the case of the Amended Credit Agreement) giving effect to the provisions of this Amendment No. 1.
Section 4. Counterparts.
This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment No. 1 and/or any document to be signed in connection with this Amendment No. 1 and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
Section 5. Governing Law, Jurisdiction and Waiver of Jury Trial.
This Amendment No. 1 shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Sections 8.09, 8.12 and 8.19 of the Existing Credit Agreement are incorporated herein by reference mutatis mutandis.
Section 6. Headings.
The headings of this Amendment No. 1 are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 7. Reaffirmation; No Novation.
The Borrower hereby expressly acknowledges the terms of this Amendment No. 1 and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment No. 1 and the transactions contemplated hereby and (ii) its guarantee of the obligations under the Loan Documents, as applicable. Each of the parties hereto confirms that the amendment of the Existing Credit Agreement pursuant to this Amendment No. 1 shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. For the avoidance of doubt, this Amendment No. 1 shall also constitute a Loan Document for all purposes under the Amended Credit Agreement.
Section 8. Effect of Amendment.
Except as expressly set forth herein, this Amendment No. 1 shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the other Secured Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
[Signature Pages Follow]IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the date first above written.
TD SYNNEX CORPORATION
By: /s/ Scott W. Walker
Name: Scott W. Walker
Title: Corporate Vice President, Treasurer
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Kelly Weaver
Name: Kelly Weaver
Title: Vice President
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
AGRICULTURAL BANK OF CHINA LIMITED,
NEW YORK BRANCH,
as a Lender
By: /s/ Nelson Chou
Name: Nelson Chou
Title: SVP & Head of Corporate Banking Department
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Dylan Honza
Name: Dylan Honza
Title: Director
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
BANK OF CHINA, LOS ANGELES BRANCH,
as a Lender
By: /s/ Peng Li
Name: Peng Li
Title: SVP & Branch Manager
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
CHINA CITIC BANK INTERNATIONAL LIMITED,
as a Lender
By: /s/ Qing Hong
Name: Qing Hong
Title: GM / Branch Manager
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
CRÉDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH,
as a Lender
By: /s/ Clifford Abramsky
Name: Clifford Abramsky
Title: Managing Director
By: /s/ Garry Weiss
Name: Garry Weiss
Title: Managing Director
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
MASHREQBANK PSC,
as a Lender
By: /s/ Faizan Siddiqui
Name: Faizan Siddiqui
Title: General Manager
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
MEGA INTERNATIONAL COMMERCIAL BANK SILICON VALLEY BRANCH,
as a Lender
By: /s/ Pei-Chen Wang
Name: Pei-Chen Wang
Title: VP & General Manager
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
STATE BANK OF INDIA, NEW YORK BRANCH,
as a Lender
By: /s/ Manish Kumar Vishwakarma
Name: Manish Kumar Vishwakarma
Title: Vice President (Syndications)
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By: /s/ Irlen Mak
Name: Irlen Mak
Title: Executive Director
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
TAIWAN COOPERATIVE BANK, LTD. acting through its New York Branch,
as a Lender
By: /s/ Wen-Ching Wang
Name: Wen-Ching Wang
Title: S.V.P. & General Manager
If a second signature is necessary:
By:
Name:
Title:
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH,
as a Lender
By: /s/ James Hua
Name: James Hua
Title: DGM & Head of Corporate Banking
By: /s/ Victor Chern
Name: Victor Chern
Title: Deputy Head of Risk Management
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
THE CHIBA BANK, LTD. NEW YORK BRANCH,
as a Lender
By: /s/ Masahito Itami
Name: Masahito Itami
Title: Senior Deputy General Manager
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
THE HUNTINGTON NATIONAL BANK,
as a Lender
By: /s/ Thomas Dearth
Name: Thomas Dearth
Title: Vice President
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Alex Wilson
Name: Alex Wilson
Title: Vice President
[Signature Page to Amendment No. 1 (TD SYNNEX CORPORATION)]
Certain information in this document has been omitted and replaced with “[***]”. Such identified information has been omitted from this document because it is not material and is of the type that the registrant treats as private or confidential.
INSIDER TRADING POLICY
Policy Statement
Federal securities laws prohibit certain persons who are aware of material nonpublic information about a company from engaging in transactions in the securities of that company or providing material nonpublic information to other persons that may trade on the basis of that information. This Insider Trading Policy (“Policy”) is intended to promote and ensure compliance with applicable legal requirements associated with insider trading laws.
Scope
This Policy applies to TD SYNNEX Corporation (“Company”) and its Insiders. “Insiders” means:
•The officers, members of the Board of Directors (“directors”), and all co-workers of the Company and its subsidiaries;
•Any agents, consultants, and contractors to the Company and its subsidiaries who receive or have access to material, nonpublic information regarding the Company or any other company with which the Company does business;
•Family Members; and
•Controlled Entities
For the purposes of this Policy, “Family Members” are relatives and any other person living in the same household, and any other person who does not live in your household but whose transactions are directed by you or are subject to your influence or control. “Controlled Entities” includes any entities that any such individuals influence or control, including but not limited to, a trust, partnership or corporation. All Insiders are expected to be responsible for the compliance of their Family Members and Controlled Entities with this Policy.
This Policy applies to all trading or other transactions in the Company's securities (collectively referred to in this Policy as “Company securities”), including common stock, options and any other securities that the Company may issue, such as preferred stock, notes, bonds, and convertible securities, as well as to derivative securities relating to any Company securities, whether or not issued by the Company. This Policy also applies to the securities of any other company about which any Insider has obtained material, nonpublic information in the course of performing work for, or other business activities with, the Company or any of its subsidiaries.
What does this Policy mean to you?
Under federal securities laws, it is unlawful for a person to buy or sell a company’s securities while in possession of material, nonpublic information. It does not matter that the information is not “used” in deciding whether to engage in the transaction; simply being in possession of this information when trading can be sufficient to violate the law. Trading or offering trading tips to others while in possession of material, nonpublic information can result in fines, jail time and other financial penalties. This Policy will help you understand your legal requirements and avoid any action that could be seen as unlawful.
Helpful Contacts
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If you have any questions regarding this Policy, please contact [***]@tdsynnex.com for additional guidance.
Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. In this regard, it is imperative that you read the full policy on the following pages and use your best judgment.
No Trading While in Possession of Material Nonpublic Information
It is the Company’s policy that no individual or entity subject to this Policy may engage in any transaction involving the Company securities (including a gift, charitable contributions, contribution to a trust, or similar transfer) while in the possession of material, nonpublic information about the Company (often referred to as “insider information”) or engage in any other action to take advantage of, or pass on to others, that information. Additionally, no Insider may engage in transactions involving the securities of another company, such as a customer, supplier, competitor or partner of the Company, about which such Insider possesses material, nonpublic information as a result of his or her employment with or service to the Company.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of an improper transaction must be avoided to preserve our reputation for adhering to the highest standards of conduct. Additionally, in some instances, Insiders may be invested in, or may consider investing in, mutual, exchange-traded or other funds that are also invested in the Company securities. Insiders should not trade in these funds while in possession of material nonpublic information about the Company if such information would also constitute material nonpublic information about the fund. These decisions will require a facts and circumstances analysis and the Company reminds Insiders that it is their responsibility to avoid any transaction that could be viewed as improper.
What is Material Information?
“Material information” is any information that a reasonable investor would consider important in deciding whether to buy, hold or sell securities of the Company or any securities of any other company as to which the person receives information not available to investors generally. In short, “material information” includes any information that reasonably could affect the price of the stock. Either positive or negative information may be material. It can be information about the Company or about a company with which we do business.
It is not possible to define all categories of material information and the determination of whether information is material is highly fact-intensive. Questions or doubts concerning the materiality of particular information should be raised with the Legal Department. Examples of material information about a company may include, but are not limited to:
•forthcoming announcements of earnings, losses or other financial or operating results;
•an actual change in earnings or in forecasted earnings that is higher or lower than the forecast;
•news of material impairments, write-offs or restructurings by the company;
•a pending or prospective merger, acquisition, joint venture or tender offer;
•the disposition of significant assets, or a significant subsidiary;
•entry into, or termination of, a material agreement not in the ordinary course of business;
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•major litigation, regulatory proceedings, or other proceedings pending or threatened or settlement discussions involving those matters;
•significant new products or delays in new product introduction or development;
•changes in dividend or stock repurchase policies or plans or the declaration of a stock split;
•new equity or debt offerings;
•plans to raise additional capital through stock sales or otherwise;
•changes in regulations which may materially impact the company;
•knowledge of consolidated quarter to date sales;
•changes in management or change in control of the company;
•the gain or loss of a significant product sale, customer, vendor, supplier, or collaborator;
•impending bankruptcy or financial liquidity problems;
•a significant cybersecurity incident or risk; and
•significant legal compliance issues.
What is Nonpublic Information?
In general, information is “nonpublic” until it is publicly disseminated, which can occur by the issuance of a press release, disclosure in a document filed with the Securities and Exchange Commission (“SEC”), through a public webcast or by any other means that is reasonably designed to provide broad, non-exclusionary distribution of the information. Speeches, television or radio appearances, magazine articles and website postings do not always suffice to render information public. The SEC has stated that insiders must wait a reasonable time after disclosure before trading and that what constitutes a reasonable time depends on the circumstances of the dissemination.
Twenty-Twenty Hindsight
Remember, if your securities transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction you should carefully consider how regulators and others might view your transaction in hindsight.
Prohibition Against Tipping
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A person can be found liable for disclosing material, nonpublic information to third parties (often referred to as “tipping”) who then trade in the securities, even though the disclosing person does not engage in any securities transaction or profit from the third party’s trade. All persons subject to this Policy are prohibited from disclosing material, nonpublic information about the Company to, or “tipping,” any other person or entity, and from making recommendations or expressing opinions about the Company securities when in possession of material, nonpublic information about the Company. In addition, no one who, in the course of rendering services to the Company, learns of material nonpublic information about another company (including our customers, suppliers, competitor or partners), may (a) trade in that company’s securities; (b) disclose material nonpublic information about such other company to anyone; (c) trade in the securities of an entity other than such other company based upon material nonpublic information about such other company or about our Company; or (d) give anyone trading advice about such other public company, until such information becomes public or is no longer material.
Whether the information is proprietary information about our Company or another company with which the Company does business, or information that could have an impact on such company’s stock price, Insiders must not pass the information on to others. It is illegal to advise others to trade on the basis of undisclosed material information. Liability in these cases can extend to both the “tippee” — the person to whom the insider disclosed inside information — and you, as the “tipper,” and will apply whether or not you derive any benefit from another’s actions.
Company Transactions
Transactions by the Company in the Company securities, such as repurchases of the Company’s stock, must comply with applicable securities laws.
Additional Prohibited Transactions
We believe it is improper and inappropriate for any Insider to engage in short-term or speculative transactions involving Company securities. We believe that this trading can reflect badly on the Company and that Insiders should not engage in any types of transactions that are commonly viewed as a form of “betting” for or against the Company. Accordingly, the following activities by Insiders with respect to Company securities are prohibited, unless otherwise specified below:
•Trading in securities on a short-term basis – Any Company securities purchased in the open market (i.e., not including stock purchased upon exercise of a co-worker stock option or under the Employee Stock Purchase Plan, or the “ESPP”) should be held for a minimum of six months and ideally longer. The top executives and directors are already subject to the SEC’s “short-swing” profit rule, which penalizes sales and purchases inside of any six-month period. Any co-worker who purchased Company securities in the open market may not sell any Company securities of the same class during the six months following the purchase.
•Purchases of Company stock on margin – This means borrowing from a brokerage firm, bank or other entity in order to buy Company stock (other than in connection with a so-called “cashless” exercise of options under the Company’s stock incentive plans).
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•Short sales of Company stock – This involves selling Company stock that you do not own in the expectation that the price of the stock will fall, or as part of an arbitrage transaction or “sale against the box” (i.e., sale of securities owned but not delivered against the sale).
•Buying or selling puts or calls on Company stock – This includes options trading on any of the stock exchanges or futures exchanges.
•Pledging and Hedging Transactions – Insiders may not enter into hedging or monetization transactions or similar arrangements with respect to the Company securities and may not pledge Company securities as collateral (including by holding such securities in a margin account), in each case, in their respective capacities as beneficial owners of securities of the Company.
Post-Separation Compliance
This Policy applies to co-worker transactions in Company securities even after separation from service or termination of employment with the Company or a subsidiary. Any co-worker, officer, director or other Insider who is aware of material nonpublic information when his or her employment or service relationship terminates, may not engage in any of the activities prohibited by this Policy until that information has become public or is no longer material.
Section 16 Filers and Regional CFOs
The pre-clearance procedures for Section 16 Filers and Regional CFOs (each as defined below), however, will cease to apply to transactions in Company securities upon the expiration of any Blackout Period (as discussed below) or other event-specific trading restriction period that is applicable to a Section 16 Filer and Regional CFOs at the time of his or her termination of service. In cases in which the Section 16 Filer or Regional CFO executed certain sales or purchases of Company securities prior to separation of service from the Company, pre-clearance procedures will extend up to 180 days following such individual’s separation from service in order to comply with the SEC’s short swing profit rules.
BLACKOUT PERIODS AND PRE-CLEARANCE PROCEDURES
A Blackout Period is a period in which certain Insiders may not trade in the Company securities. In this Policy, we refer to the restrictions on trading during a Blackout Period as the “Blackout Period Restrictions.”
From time to time, the Company may require that Designated Insiders (as defined below) suspend trading because of developments known to the Company and not yet disclosed to the public. In that event, these persons are advised not to engage in any transaction involving the purchase or sale of the Company securities during that period and should not disclose to others the fact that they have been suspended from trading.
To help prevent inadvertent violations of the securities laws and to avoid the appearance of trading on inside information, the Company will maintain a list of “Designated Insiders,” which shall consist of: (i) the directors; (ii) all Company co-workers at the Vice President level and above and their international equivalents; (iii) certain co-
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workers who prepare and review the Company’s consolidated financial reports; (iv) co-workers and contractors in finance and IT who have regular and/or periodic access to material nonpublic financial information about the Company and (iv) such other persons, including contractors and consultants, as the Chief Legal Officer or its designee may designate from time to time.
Designated Insiders, and their Family Members and Controlled Entities, may not conduct any transactions involving the Company securities (including a gift, charitable contributions, contribution to a trust, or similar transfer) during any Blackout Period unless the transaction is pursuant to an approved Rule 10b5-1 trading plan. This prohibition encompasses the fulfillment by any broker of a limit order during a Blackout Period, and the broker with whom any limit order is placed must be so instructed at the time it is placed. The period when Designated Insiders may trade outside of an approved Rule 10b5-1 trading plan (subject to pre-clearance as provided in this Policy) is referred to as the “Trading Window.”
Trading Blackouts
The Company will also require the following mandatory trading blackouts:
Earnings Trading Blackouts
All Designated Insiders will be subject to a stock trading blackout period beginning at the close of market fifteen days prior to the end of each fiscal quarter until two Trading Days after earnings for that quarter are publicly released by the Company. A “Trading Day” is a day on which the New York Stock Exchange is open for trading. In addition, as noted below, from time to time the Company may impose additional Blackout Periods during which Designated Insiders, their Family Members and Controlled Entities are restricted from conducting transactions involving the Company’s securities. You will be notified if you are one of the specified Designated Insiders subject to this Policy.
All Designated Insiders will be subject to a stock trading blackout period beginning at the close of market fifteen days prior to the end of each fiscal quarter until two Trading Days after earnings for that quarter are publicly released by the Company. A “Trading Day” is a day on which the New York Stock Exchange is open for trading. In addition, as noted below, from time to time the Company may impose additional Blackout Periods during which Designated Insiders, their Family Members and Controlled Entities are restricted from conducting transactions involving the Company’s securities. You will be notified if you are one of the specified Designated Insiders subject to this Policy.
Event-Specific Blackout Periods
From time to time, other types of material information regarding the Company or an event may occur that is material to the Company and is not publicly known. So long as the information or event remains material and nonpublic, all persons with knowledge of the event shall not trade in the Company securities, even though the Trading Window would otherwise be open. In that case, the Chief Legal Officer may designate a Blackout Period, and will notify the Designated Insiders that they may not trade in the Company securities until further notice, other than pursuant to an approved Rule 10b5-1 trading plan. Please refer to Rule 10b5-1 Trading Plans section below for further information regarding Rule 10b5-1 trading plans.
From time to time, other types of material information regarding the Company or an event may occur that is material to the Company and is not publicly known. So long as the information or event remains material and nonpublic, all persons with knowledge of the event shall not trade in the Company securities, even though the Trading Window would otherwise be open. In that case, the Chief Legal Officer may designate a Blackout Period, and will notify the Designated Insiders that they may not trade in the Company securities until further notice, other than pursuant to an approved Rule 10b5-1 trading plan. Please refer to Rule 10b5-1 Trading Plans section below for further information regarding Rule 10b5-1 trading plans.
Pre-Clearance Procedures
To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where a co-worker engages in a trade while unaware of a pending major development), all Designated Insiders are subject to pre-clearance of all transactions in Company securities (acquisitions, dispositions, transfers, gifts, etc.). You will be notified if you are one of the specified Designated Insiders subject to this Policy. The pre-clearance to trade in Company securities is valid for the period specified by the Company, unless (i) such period would extend into a Blackout Period in which case such period
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shall cease when the Blackout Period begins; (ii) the Designated Insider comes into possession of material nonpublic information prior to executing the transaction; or (iii) as otherwise specified.
A request for pre-clearance must be made in advance of the proposed transaction. The pre-clearance team will provide Designated Insiders with instructions for submission of pre-clearance requests. The pre-clearance team is under no obligation to approve a trade or other proposed transaction submitted for pre-clearance and may determine not to permit the trade or other proposed transaction.
Pre-clearance does not relieve anyone of their responsibility under SEC rules. No trading should be done at any time that an Insider is aware of material, nonpublic information, even if pre-cleared. All co-workers, whether subject to pre-clearance or not, are responsible for adherence to this Policy.
Section 16 Filers and other specified Officers
All purchases and sales of Company securities (including a gift, contribution to a trust, or similar transfer) by (i) the Company’s executive officers and directors (“Section 16 Filers”), (ii) the Company’s Executive Leadership Team (“ELT”), (iii) all direct reports to the Company’s Chief Executive Officer, (iv) the Company’s Chief Accounting Officer and (v) the Company’s Chief Financial Officers for the Americas, APJ, Latin America and Europe (“Regional CFOs”), other than those pursuant to an approved Rule 10b5-1 trading plan, must be cleared in advance by both the Chief Financial Officer and the Chief Legal Officer. If one or both of those officers is unavailable, the Vice President, General Counsel - Assistant Corporate Secretary and the Chief Accounting Officer may substitute for either or both of those individuals to pre-clear trade requests.
All purchases and sales of Company securities (including a gift, contribution to a trust, or similar transfer) by (i) the Company’s executive officers and directors (“Section 16 Filers”), (ii) the Company’s Executive Leadership Team (“ELT”), (iii) all direct reports to the Company’s Chief Executive Officer, (iv) the Company’s Chief Accounting Officer and (v) the Company’s Chief Financial Officers for the Americas, APJ, Latin America and Europe (“Regional CFOs”), other than those pursuant to an approved Rule 10b5-1 trading plan, must be cleared in advance by both the Chief Financial Officer and the Chief Legal Officer. If one or both of those officers is unavailable, the Vice President, General Counsel - Assistant Corporate Secretary and the Chief Accounting Officer may substitute for either or both of those individuals to pre-clear trade requests.
For clearance of the Chief Financial Officer or the Chief Legal Officer, their alternative designee must be the second to approve the trade in accordance with the procedure set forth above.
EXCEPTIONS FOR CERTAIN TRANSACTIONS
Stock Option Exercises
The trading restrictions set out in this Policy generally do not apply to exercises of stock options to the Company in which cash is paid by the Insider directly to the Company. In addition, if the Company concurrently withholds a portion of the shares otherwise issuable in connection with the exercise of a stock option to satisfy applicable withholding taxes pursuant to a previously made election to withhold for taxes, this generally will not be subject to the Blackout Period Restrictions and other restrictions set out in this Policy. The Blackout Period Restrictions and other restrictions set out in this Policy do apply, however, to any sale of stock in connection with the exercise of an option, including as part of a broker-assisted cashless exercise of an option, or any other market transaction for the purpose of generating the cash or shares needed to pay the exercise price of an option or the related withholding taxes.
Vesting of Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units
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The trading restrictions set out in this Policy generally do not apply to the issuance of shares of stock upon vesting and/or settlement of an award of restricted stock, restricted stock units or performance-based restricted stock units, or the concurrent withholding by the Company of a portion of those shares to satisfy applicable withholding taxes. The trading restrictions set out in this Policy do apply to any sales of Company stock issued upon vesting and/or settlement of restricted stock, restricted stock units or performance-based restricted stock units, and any other market-based transactions in restricted stock or Company stock issued upon vesting/settlement of restricted stock units or performance-based restricted stock units.
Employee Stock Purchase Plan
The trading restrictions set out in this Policy do not apply to any enrollment in, or the automatic periodic purchases through payroll deductions of Company stock in, the ESPP. The trading restrictions set out in this Policy generally do apply, however, to voluntary transactions, including: (1) election to increase or decrease the amount of automatic periodic contributions by payroll deduction to the ESPP; (2) election to suspend payroll deductions or withdraw from the ESPP altogether; (3) lump sum purchase opportunities, if included in an offering; and (4) the sale of Company stock that was purchased under the ESPP, none of which should be executed when in possession of material, nonpublic information (and, for Designated Insiders, should not be conducted during any Blackout Period). If a co-worker participates in the ESPP and does not possess material nonpublic information at the time of enrollment, then all subsequent automatic investments by payroll deduction are allowed without restriction under this Policy.
Rule 10b5-1 Trading Plans
Trades in the Company securities that are executed pursuant to an approved 10b5-1 trading plan are not subject to the prohibition on trading on the basis of material nonpublic information contained in this Policy or to the restrictions set forth above relating to pre-clearance procedures and blackout periods. Section 16 filers and the ELT should refer to the Company’s Rule 10b5-1 Trading Plans Policy for further information and procedures regarding more specific legal requirements for Rule 10b5-1 trading plans for Section 16 filers and the ELT members. Other Company personnel may be eligible to adopt a 10b5-1 trading plan, subject to compliance with SEC Rule 10b5-1 and Company requirements. Please contact the pre-clearance team at [***]@tdsynnex.com for additional information.
Equity Ownership Requirement for Executive Officers
With respect to our Chief Executive Officer, we request that the Chief Executive Officer hold an equity position in TD SYNNEX of the lesser of the following: (1) at least two times the sum of annual base salary plus target bonus as in effect from time to time or (2) $2,000,000. Stock ownership for our Chief Executive Officer includes common stock owned personally or in trust for their benefit, but does not include unvested restricted stock, restricted stock units, or performance-based restricted stock units, or stock options that are not vested in-the-money. To further ensure that the long-term interests of executive officers are closely aligned with those of stockholders, we request that they, except our Chief Executive Officer, hold an equity position in TD SYNNEX of the lesser of the following: (1) at least two times annual base salary or (2) $1,000,000. This equity position can
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be satisfied by holding shares of common stock, whether vested or unvested, or vested in-the-money stock options.
What happens if I don’t comply with this Policy?
If you violate this Policy or insider trading or tipping laws, you may be subject to disciplinary action by the Company, up to and including termination for cause. A violation of this Policy is not necessarily the same as a violation of law; however, the Company may determine that specific conduct violates this Policy, whether or not the conduct also violates the law. The Company is not required to await the filing or conclusion of a civil or criminal action against an alleged violator before taking disciplinary action. Needless to say, any of the above consequences, even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career.
How can I report violations or concerns?
Any co-worker, officer, director or other Insider who violates this Policy or any federal or state laws governing insider trading or tipping, or knows of any such violation or suspected violations by any other co-worker, officer, director or other Insider, must report the violation immediately to the Company’s Chief Legal Officer or through the Company’s Ethics Line website or hotline.
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Exhibit 21.1
SUBSIDIARIES OF THE COMPANY
As of November 30, 2025
| Name of the Subsidiary | State or Country in which Organized | |||||||
| 2117974 Ontario Inc. | Canada | |||||||
| 9182918 Canada Inc. | Canada | |||||||
| Advanced Technology Trading Company Ltd. | United Kingdom | |||||||
| Afina Sistemas Informaticos, S.L. | Spain | |||||||
| Afina Venezuela, C.A. | Venezuela | |||||||
| Apptium Technologies India Private Limited | India | |||||||
| Apptium Technologies LLC | Virginia, U.S.A. | |||||||
| AS 24 Communications – Fonebank SARL | France | |||||||
| Ascendant Technology Holdings UK Limited | United Kingdom | |||||||
| Asset Ohio Fourth Street LLC | Ohio, U.S.A. | |||||||
| AVT Technology Solutions Holdings LLC | Delaware, U.S.A. | |||||||
| AVT Technology Solutions LLC | Delaware, U.S.A. | |||||||
| Azlan European Finance Limited | United Kingdom | |||||||
| Azlan GmbH | Germany | |||||||
| Azlan Group Limited | United Kingdom | |||||||
| Azlan Limited | United Kingdom | |||||||
| Azlan Scandinavia AB | Sweden | |||||||
| Catamount Insurance Solutions, LLC | Vermont, U.S.A. | |||||||
| Cokeva, Inc. | California, U.S.A. | |||||||
| ComputerLand Corporation | California, U.S.A. | |||||||
| Corporate Mobile Recycling Espana, S.L.U | Spain | |||||||
| Corporate Mobile Recycling Limited | United Kingdom | |||||||
| CyberLogistics Corporation | Japan | |||||||
| DLT Solutions Canada Inc. | Canada | |||||||
| DLT Solutions, LLC | Virginia, U.S.A. | |||||||
| Draxmar Limited | Cyprus | |||||||
| Dritte TENVA Property GmbH Nettetal | Germany | |||||||
| EKM Global Limited | United Kingdom | |||||||
| GLS Software, S. de R.L | Panama | |||||||
| GWC Singapore Pte. Ltd. | Singapore | |||||||
| Gateway Computer Co., Ltd | Japan | |||||||
| Horizon Technical Services (UK) Limited | United Kingdom | |||||||
| Hyve IT Solutions Israel Ltd | Israel | |||||||
| Hyve IT Solutions South Africa (PTY) LTD | South Africa | |||||||
| Hyve SNX Solutions Ireland Limited | Ireland | |||||||
| Hyve Solutions (Taiwan) Corporation | Taiwan | |||||||
| Hyve Solutions Canada Limited | Canada | |||||||
| Hyve Solutions China Limited | China | |||||||
| Hyve Solutions Corporation | California, U.S.A. | |||||||
| Hyve Solutions Europe Limited | United Kingdom | |||||||
| Hyve Solutions HK Limited | Hong Kong, China | |||||||
| Hyve Solutions Holding Company Limited | United Kingdom | |||||||
| Hyve Solutions India Private Limited | India | |||||||
| Hyve Solutions Japan K.K. | Japan | |||||||
| Hyve Solutions Korea Limited | South Korea | |||||||
| Hyve Solutions Malaysia SDN. BHD | Malaysia | |||||||
| Hyve Solutions New Zealand Limited | New Zealand | |||||||
| Hyve Solutions Singapore Pte. Ltd. | Singapore | |||||||
| Hyve Solutions UK Limited | United Kingdom | |||||||
| Hyve Solutions US Global Holding Corporation | Delaware, U.S.A. | |||||||
| Instituto de Educacion Avanzada, S. de R.L. de C.V. | Mexico | |||||||
| IPsense Computacão Em Nuvem Ltda. | Brazil | |||||||
| IPsense Servicos de Computacão Em Nuvem Ltda. | Brazil | |||||||
| IQBlade Limited | United Kingdom | |||||||
| LatAm Holding B.V. | Netherlands | |||||||
| License Online, Inc. | California, U.S.A. | |||||||
| Managed Training Services Limited | United Kingdom | |||||||
| Maneboard Limited | United Kingdom | |||||||
| Orca Tech Services Pty Ltd | Australia | |||||||
| Orca Technology Pty Ltd | Australia | |||||||
| PDSI B.V. | Netherlands | |||||||
| Pegasus Telecom, LLC. | Delaware, U.S.A. | |||||||
| Prolink Mümessillik İç ve Dış Ticaret Anonim Şirketi | Turkey | |||||||
| PT Tech Data Advanced Solutions Indonesia | Indonesia | |||||||
| Sennex Enterprises Limited | Hong Kong, China | |||||||
| Shyft Global Services ULC | Canada | |||||||
| Shyft Global Services, Inc. | Delaware, U.S.A. | |||||||
| SIT Funding LLC | Delaware, U.S.A. | |||||||
| SYNNEX de México, S.A. de C.V. | Mexico | |||||||
| SYNNEX Finance Hybrid II, LLC | California, U.S.A. | |||||||
| SYNNEX Holdco, Inc. | Delaware, U.S.A. | |||||||
| SYNNEX Logistics Corporation | British Virgin Islands | |||||||
| TD Advanced Solutions (Malaysia) Sdn. Bhd. | Malaysia | |||||||
| TD Funding UK Limited | United Kingdom | |||||||
| TD SYNNEX (Barbados) SRL | Barbados | |||||||
| TD SYNNEX Advanced Services Limited | United Kingdom | |||||||
| TD SYNNEX Argentina, S.R.L. | Argentina | |||||||
| TD SYNNEX Austria GmbH | Austria | |||||||
| TD SYNNEX Belgium B.V. | Belgium | |||||||
| TD SYNNEX Brasil Ltda. | Brazil | |||||||
| TD SYNNEX Bucharest S.R.L. | Romania | |||||||
| TD SYNNEX CALA, Inc. | Delaware, U.S.A. | |||||||
| TD SYNNEX Canada Holdings Corp. | Canada | |||||||
| TD SYNNEX Canada ULC | Canada | |||||||
| TD SYNNEX Capital Belgium B.V. | Belgium | |||||||
| TD SYNNEX Capital France | France | |||||||
| TD SYNNEX Capital Germany GmbH | Germany | |||||||
| TD SYNNEX Capital Netherlands B.V. | Netherlands | |||||||
| TD SYNNEX Capital Spain S.L.U. | Spain | |||||||
| TD SYNNEX Capital UK Limited | United Kingdom | |||||||
| TD SYNNEX Capital, LLC | Delaware, U.S.A. | |||||||
| TD SYNNEX Chile Limitada | Chile | |||||||
| TD SYNNEX China Limited | China | |||||||
| TD SYNNEX Colombia Ltda. | Colombia | |||||||
| TD SYNNEX Costa Rica S.A | Costa Rica | |||||||
| TD SYNNEX Croatia d.o.o. | Croatia | |||||||
| TD SYNNEX Croatia Services d.o.o. | Croatia | |||||||
| TD SYNNEX Czech s.r.o. | Czech Republic | |||||||
| TD SYNNEX d.o.o. Beograd | Serbia | |||||||
| TD SYNNEX de Puerto Rico Inc. | Puerto Rico | |||||||
| TD SYNNEX Denmark ApS | Denmark | |||||||
| TD SYNNEX Ecuador Cia. Ltda. | Ecuador | |||||||
| TD SYNNEX Europe GmbH | Germany | |||||||
| TD SYNNEX Europe Services and Operations, S.L.U. | Spain | |||||||
| TD SYNNEX Finance Limited | United Kingdom | |||||||
| TD SYNNEX Finland OY | Finland | |||||||
| TD SYNNEX France Holding | France | |||||||
| TD SYNNEX France | France | |||||||
| TD SYNNEX Germany GmbH & Co. OHG | Germany | |||||||
| TD SYNNEX Global Holdings | Cayman Islands | |||||||
| TD SYNNEX Global Holdings | United Kingdom | |||||||
| TD SYNNEX Guatemala, S.A. | Guatemala | |||||||
| TD SYNNEX Holding Germany GmbH & Co. KG | Germany | |||||||
| TD SYNNEX Hungary Kft | Hungary | |||||||
| TD SYNNEX Information Technologies (Beijing) Ltd. | China | |||||||
| TD SYNNEX Information Technologies (Chengdu) Ltd. | China | |||||||
| TD SYNNEX Information Technologies (Guizhou) Ltd. | China | |||||||
| TD SYNNEX International Sarl | Switzerland | |||||||
| TD SYNNEX Ireland Limited | Ireland | |||||||
| TD SYNNEX Italy S.r.l. | Italy | |||||||
| TD SYNNEX K.K. | Japan | |||||||
| TD SYNNEX Kft | Hungary | |||||||
| TD SYNNEX Ljubljana d.o.o. | Slovenia | |||||||
| TD SYNNEX Netherlands B.V. | Netherlands | |||||||
| TD SYNNEX Norway AS | Norway | |||||||
| TD SYNNEX Panama, S.A. | Panama | |||||||
| TD SYNNEX Paraguay S.R.L. | Paraguay | |||||||
| TD SYNNEX Payment Solutions, S.A. de C.V. | Mexico | |||||||
| TD SYNNEX Peru S.A.C. | Peru | |||||||
| TD SYNNEX Poland sp. z o.o. | Poland | |||||||
| TD SYNNEX Portugal, Lda | Portugal | |||||||
| TD SYNNEX Service GmbH | Austria | |||||||
| TD SYNNEX Services Italy S.r.l. | Italy | |||||||
| TD SYNNEX Slovakia, s.r.o. | Slovakia | |||||||
| TD SYNNEX Spain, S.L.U. | Spain | |||||||
| TD SYNNEX Supply Chain Services Limited | United Kingdom | |||||||
| TD SYNNEX Sweden AB | Sweden | |||||||
| TD SYNNEX Switzerland GmbH | Switzerland | |||||||
| TD SYNNEX TS Europe B.V. | Belgium | |||||||
| TD SYNNEX Turkey Bilgi Teknolojileri Anonim Şirketi | Turkey | |||||||
| TD SYNNEX UK Acquisition Limited | United Kingdom | |||||||
| TD SYNNEX UK Finance Limited | United Kingdom | |||||||
| TD SYNNEX UK Limited | United Kingdom | |||||||
| TD SYNNEX UK Resources Limited | United Kingdom | |||||||
| TD SYNNEX Uruguay S.R.L. | Uruguay | |||||||
| TD Treasury UK Ltd | United Kingdom | |||||||
| TD UK Holding Ltd | United Kingdom | |||||||
| TDS UK FinCo Holdings, LLC | Delaware | |||||||
| TDS UK Treasury Holding, LLC | Delaware | |||||||
| Tec D (Malaysia) Sdn. Bhd. | Malaysia | |||||||
| Tec D Advanced Solutions (Malaysia) Sdn. Bhd. | Malaysia | |||||||
| Tec D Distribution (Malaysia) Sdn. Bhd. | Malaysia | |||||||
| Tech Data (ANZ) Pty. Ltd. | Australia | |||||||
| Tech Data (China) Limited | China | |||||||
| Tech Data (Hong Kong) Limited | Hong Kong, China | |||||||
| Tech Data (Netherlands) B.V. | Netherlands | |||||||
| Tech Data (Singapore) Pte. Ltd. | Singapore | |||||||
| Tech Data Advanced Private Limited | India | |||||||
| Tech Data Advanced Solutions (ANZ) Limited | Australia | |||||||
| Tech Data Advanced Solutions (Singapore) Pte. Ltd. | Singapore | |||||||
| Tech Data Advanced Solutions (Thailand) Limited | Thailand | |||||||
| Tech Data Advanced Solutions (Vietnam) Company Limited | Vietnam | |||||||
| Tech Data Argentina S.A. | Argentina | |||||||
| Tech Data AS Pte. Ltd. | Singapore | |||||||
| Tech Data Brasil Ltda | Brazil | |||||||
| Tech Data Capital Canada ULC | Canada | |||||||
| Tech Data Capital Limited | Cyprus | |||||||
| Tech Data Computer & Equipment Company Limited | Hong Kong, China | |||||||
| Tech Data Computer Service (Hong Kong) Limited | Hong Kong, China | |||||||
| Tech Data Computer Service (Macau) Limited | Macao, China | |||||||
| Tech Data Distribution (Hong Kong) Limited | Hong Kong, China | |||||||
| Tech Data Distribution (Singapore) Pte. Ltd. | Singapore | |||||||
| Tech Data European Management GmbH | Germany | |||||||
| Tech Data Finance Partner LLC | Florida, U.S.A. | |||||||
| Tech Data Finance SRL | Barbados | |||||||
| Tech Data Florida Services, Inc. | Florida, U.S.A. | |||||||
| Tech Data Global Finance L.P. | Cayman Islands | |||||||
| Tech Data Global Holding, Inc. | Delaware, U.S.A. | |||||||
| Tech Data Government Solutions, LLC | Indiana, U.S.A. | |||||||
| Tech Data Holding Limited | United Kingdom | |||||||
| Tech Data Holdings SRL | Barbados | |||||||
| Tech Data Interactive Technology Limited | British Virgin Islands | |||||||
| Tech Data IT Solutions & Systems Management Limited | British Virgin Islands | |||||||
| Tech Data Latin America, Inc. | Florida, U.S.A. | |||||||
| Tech Data Management GmbH | Austria | |||||||
| Tech Data Marne SNC | France | |||||||
| Tech Data Operations Center, S.A. | Costa Rica | |||||||
| Tech Data Product Management, Inc. | Florida, U.S.A. | |||||||
| Tech Data Strategy GmbH | Germany | |||||||
| Tech Data Treasury SRL | Barbados | |||||||
| Tech Data UK Finance Partner Limited | United Kingdom | |||||||
| Tech Data USA LLC | Delaware, U.S.A. | |||||||
| Tech Data Worldwide SRL | Barbados | |||||||
| TechData Uruguay, S.A. | Uruguay | |||||||
| Tenva TS Canada ULC | Canada | |||||||
| Tenva TS Thailand LLC | Delaware, U.S.A. | |||||||
| TS Holding Asia B.V. | Netherlands | |||||||
| TS Indonesian Holding B.V. | Netherlands | |||||||
| Westcon Group, Inc. | Delaware, U.S.A. | |||||||
| Westcon Group North America, Inc | New York, U.S.A. | |||||||
| Westcon Mexico, S.A. de C.V. | Mexico | |||||||
| WG-UK Holding Company Limited | United Kingdom | |||||||
| WG-US HoldCo, Inc. | Delaware, U.S.A. | |||||||
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
To the Board of Directors
TD SYNNEX Corporation:
We consent to the incorporation by reference in the registration statements (Nos. 333-111799, 333-158571, 333-191442, 333-201755 and 333-237635) on Form S-8, registration statements (Nos. 333-259270, 333-274915 and 333-278517) on Form S-3ASR and registration statement (No. 333-265352) on Form S-4 of our report dated January 27, 2026, with respect to the consolidated financial statements of TD SYNNEX Corporation and subsidiaries and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Tampa, Florida
January 27, 2026
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, Patrick Zammit, certify that:
1.I have reviewed this Form 10-K of TD SYNNEX Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 27, 2026
| /s/ Patrick Zammit | |||||
| Patrick Zammit | |||||
| Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, David Jordan, certify that:
1.I have reviewed this Form 10-K of TD SYNNEX Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 27, 2026
| /s/ David Jordan | |||||
| David Jordan | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
EXHIBIT 32.1
STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
UNDER 18 U.S.C. § 1350
We, Patrick Zammit, the chief executive officer and director of TD SYNNEX Corporation (the “Company”), and David Jordan, the chief financial officer of the Company, certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of our knowledge,
(i)the Annual Report of the Company on Form 10-K for the period ended November 30, 2025 (the “Report”), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 27, 2026
| /s/ Patrick Zammit | |||||
| Patrick Zammit | |||||
| (Principal Executive Officer) | |||||
| /s/ David Jordan | |||||
| David Jordan | |||||
| (Principal Financial Officer) | |||||