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").
Results of Operations
The following table sets forth, for the indicated periods, data as percentages of total revenue:
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Fiscal Years Ended November 30,
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Consolidated Statements of Operations Data:
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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)
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%
|
|
(0.55)
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%
|
|
Other expense, net
|
-
|
%
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|
(0.01)
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%
|
|
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.
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.
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:
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|
Fiscal Years Ended November 30,
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Percent Change
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|
|
2025
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|
2024
|
|
2025 to 2024
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|
Revenue in constant currency
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(in thousands)
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|
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|
Consolidated
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|
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|
Revenue
|
$
|
62,508,086
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|
|
$
|
58,452,436
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|
6.9
|
%
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|
Impact of changes in foreign currencies
|
(500,045)
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|
|
-
|
|
|
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|
Revenue in constant currency
|
$
|
62,008,041
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|
|
$
|
58,452,436
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|
|
6.1
|
%
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|
|
|
|
|
|
|
|
Americas
|
|
|
|
|
|
|
Revenue
|
$
|
36,176,520
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|
|
$
|
34,791,848
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|
|
4.0
|
%
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|
Impact of changes in foreign currencies
|
113,303
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|
|
-
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|
|
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|
Revenue in constant currency
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$
|
36,289,823
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|
$
|
34,791,848
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|
|
4.3
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%
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|
Europe
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|
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Revenue
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$
|
21,694,750
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$
|
19,634,156
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|
10.5
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%
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Impact of changes in foreign currencies
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(626,335)
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|
-
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|
Revenue in constant currency
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$
|
21,068,415
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$
|
19,634,156
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7.3
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%
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APJ
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Revenue
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$
|
4,636,816
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$
|
4,026,432
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15.2
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%
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|
Impact of changes in foreign currencies
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12,987
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-
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|
Revenue in constant currency
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$
|
4,649,803
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|
$
|
4,026,432
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15.5
|
%
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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.
Gross Profit
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|
Fiscal Years Ended November 30,
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|
Percent Change
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|
|
2025
|
|
2024
|
|
2025 to 2024
|
|
Gross Profit and Gross Margin - Consolidated
|
(in thousands)
|
|
|
|
Revenue
|
$
|
62,508,086
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|
|
$
|
58,452,436
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|
|
6.9
|
%
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|
|
|
|
|
|
|
|
Gross profit
|
$
|
4,368,982
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|
|
$
|
3,981,306
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|
9.7
|
%
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|
|
Gross margin
|
6.99
|
%
|
|
6.81
|
%
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|
|
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
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|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
|
|
2025
|
|
2024
|
|
2025 to 2024
|
|
|
(in thousands)
|
|
|
|
Gross profit
|
$
|
4,368,982
|
|
|
$
|
3,981,306
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|
|
9.7
|
%
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|
|
|
|
|
|
|
|
Selling, general and administrative expenses(1)
|
$
|
2,946,883
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|
|
$
|
2,715,781
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|
|
8.5
|
%
|
|
Amortization of intangibles
|
(296,258)
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|
|
(292,304)
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|
|
|
|
Share-based compensation
|
(66,428)
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|
|
(69,201)
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|
|
Adjusted selling, general and administrative expenses
|
$
|
2,584,197
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|
$
|
2,354,276
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|
9.8
|
%
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|
Selling, general and administrative expenses(1) as a percent of gross profit
|
67.5
|
%
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|
68.2
|
%
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|
|
|
Adjusted selling, general and administrative expenses as a percent of gross profit
|
59.1
|
%
|
|
59.1
|
%
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|
|
(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.
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:
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|
Fiscal Year Ended November 30,
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|
2024
|
|
|
(in thousands)
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|
Professional services costs
|
$
|
16,456
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|
|
Personnel and other costs
|
15,279
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|
|
Long-lived assets charges and termination fees
|
22,533
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|
|
Voluntary severance program costs
|
10,113
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|
|
Total
|
$
|
64,381
|
|
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:
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|
|
|
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.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
%
|
|
|
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.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
%
|
|
|
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.
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.
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 billionbased 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.
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.
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.
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.
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.