S
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
£
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-2703333
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
44201 Nobel Drive
Fremont, California
|
|
94538
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
S
|
Accelerated filer
£
|
Non-accelerated filer
£
|
Smaller reporting company
£
|
|
|
|
|
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Page
|
Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Product Category:
|
|
Peripherals
|
33% - 37%
|
IT Systems
|
29% - 33%
|
System Components
|
14% - 18%
|
Software
|
10% - 14%
|
Networking Equipment
|
4% - 8%
|
•
|
general economic conditions and level of IT and CE spending;
|
•
|
the loss or consolidation of one or more of our significant OEM suppliers or customers;
|
•
|
market acceptance, product mix, quality, pricing, availability and useful life of our products;
|
•
|
market acceptance, quality, pricing and availability of our services;
|
•
|
competitive conditions in our industry;
|
•
|
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 and doubtful accounts;
|
•
|
changes in the terms of OEM supplier-inventory protections, such as price protection and return rights; and
|
•
|
the impact of the business acquisitions and dispositions we make.
|
•
|
a government controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi;
|
•
|
extensive government regulation;
|
•
|
changing governmental policies relating to tax benefits available to foreign-owned businesses;
|
•
|
the telecommunications infrastructure;
|
•
|
a relatively uncertain legal system; and
|
•
|
uncertainties related to continued economic and social reform.
|
•
|
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.
|
•
|
difficulty in successfully integrating acquired operations, IT systems, customers, and OEM supplier relationships, products and services and businesses with our operations;
|
•
|
loss of key employees of acquired operations or inability to hire key employees 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; and
|
•
|
other financial risks, such as potential liabilities of the businesses we acquire.
|
•
|
incur additional indebtedness;
|
•
|
pay dividends or make certain other restricted payments;
|
•
|
consummate certain asset sales or acquisitions;
|
•
|
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.
|
•
|
our debt holders could declare all outstanding principal and interest to be due and payable;
|
•
|
the lenders under our credit agreement could terminate their commitments to loan us money and foreclose against the assets securing their borrowings; 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.
|
•
|
political or economic instability;
|
•
|
changes in governmental regulation;
|
•
|
changes in import/export duties;
|
•
|
trade restrictions;
|
•
|
compliance with the Foreign Corrupt Practices Act, 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;
|
•
|
difficulties in collecting of accounts receivable on a timely basis or at all;
|
•
|
taxes; and
|
•
|
seasonal reductions in business activity in some parts of the world.
|
Name
|
|
Age
|
|
Position
|
|
|
Kevin Murai
|
|
48
|
|
|
President, Chief Executive Officer and a Director
|
|
Peter Larocque
|
|
50
|
|
|
President, U.S. Distribution
|
|
Dennis Polk
|
|
45
|
|
|
Chief Operating Officer
|
|
Thomas Alsborg
|
|
49
|
|
|
Chief Financial Officer
|
|
Simon Leung
|
|
46
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
Fiscal Years Ended
|
||||||||||||||||
|
11/30/2006
|
|
11/30/2007
|
|
11/30/2008
|
|
11/30/2009
|
|
11/30/2010
|
|
11/30/2011
|
||||||
SYNNEX Corporation
|
100.00
|
|
|
90.97
|
|
|
46.06
|
|
|
124.66
|
|
|
126.20
|
|
|
129.24
|
|
NYSE Market Index
|
100.00
|
|
|
112.51
|
|
|
65.74
|
|
|
85.87
|
|
|
92.21
|
|
|
95.27
|
|
Computers & Peripheral Equipment
|
100.00
|
|
|
91.40
|
|
|
47.48
|
|
|
81.59
|
|
|
94.57
|
|
|
92.94
|
|
Period
|
Total Number of Shares
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
|||
September 1, 2011 - September 30, 2011
|
—
|
|
—
|
|
—
|
|
$65,000,000
|
October 1, 2011 - October 31, 2011
|
62,300
|
|
$26.89
|
62,300
|
|
$63,324,000
|
|
November 1, 2011 - November 30, 2011
|
—
|
|
—
|
|
—
|
|
$63,324,000
|
|
Fiscal Years Ended November 30,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Statements of Operations Data: (in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
10,409,840
|
|
|
$
|
8,614,141
|
|
|
$
|
7,719,197
|
|
|
$
|
7,736,726
|
|
|
$
|
6,986,714
|
|
Cost of revenue
|
(9,779,342
|
)
|
|
(8,122,525
|
)
|
|
(7,296,167
|
)
|
|
(7,322,862
|
)
|
|
(6,640,295
|
)
|
|||||
Gross profit
|
630,498
|
|
|
491,616
|
|
|
423,030
|
|
|
413,864
|
|
|
346,419
|
|
|||||
Selling, general and administrative expenses
|
(374,270
|
)
|
|
(292,466
|
)
|
|
(273,381
|
)
|
|
(267,498
|
)
|
|
(236,938
|
)
|
|||||
Income from continuing operations before non-operating items, income taxes, noncontrolling interest
|
256,228
|
|
|
199,150
|
|
|
149,649
|
|
|
146,366
|
|
|
109,481
|
|
|||||
Interest expense and finance charges, net
|
(25,505
|
)
|
|
(17,114
|
)
|
|
(18,032
|
)
|
|
(17,206
|
)
|
|
(15,054
|
)
|
|||||
Other income (expense), net
|
(1,005
|
)
|
|
1,550
|
|
|
3,036
|
|
|
(7,812
|
)
|
|
1,429
|
|
|||||
Income from continuing operations before income taxes and noncontrolling interest
|
229,718
|
|
|
183,586
|
|
|
134,653
|
|
|
121,348
|
|
|
95,856
|
|
|||||
Provision for income taxes
|
(79,165
|
)
|
|
(66,910
|
)
|
|
(49,028
|
)
|
|
(44,811
|
)
|
|
(35,216
|
)
|
|||||
Income from continuing operations before noncontrolling interest, net of tax
|
150,553
|
|
|
116,676
|
|
|
85,625
|
|
|
76,537
|
|
|
60,640
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
75
|
|
|
5,199
|
|
|
6,647
|
|
|
2,859
|
|
|||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
11,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
150,553
|
|
|
128,102
|
|
|
90,824
|
|
|
83,184
|
|
|
63,499
|
|
|||||
Net income attributable to noncontrolling interest
|
(222
|
)
|
|
(154
|
)
|
|
(1,157
|
)
|
|
(693
|
)
|
|
(372
|
)
|
|||||
Net income attributable to SYNNEX Corporation
|
$
|
150,331
|
|
|
$
|
127,948
|
|
|
$
|
89,667
|
|
|
$
|
82,491
|
|
|
$
|
63,127
|
|
Amounts attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of tax
|
150,331
|
|
|
116,538
|
|
|
85,758
|
|
|
76,762
|
|
|
60,640
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations, net of tax
|
—
|
|
|
59
|
|
|
3,909
|
|
|
5,729
|
|
|
2,487
|
|
|||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
11,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to SYNNEX Corporation
|
$
|
150,331
|
|
|
$
|
127,948
|
|
|
$
|
89,667
|
|
|
$
|
82,491
|
|
|
$
|
63,127
|
|
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
4.20
|
|
|
$
|
3.35
|
|
|
$
|
2.62
|
|
|
$
|
2.43
|
|
|
$
|
1.96
|
|
Discontinued operations
|
—
|
|
|
0.33
|
|
|
0.12
|
|
|
0.18
|
|
|
0.08
|
|
|||||
Net income per common share - basic
|
$
|
4.20
|
|
|
$
|
3.68
|
|
|
$
|
2.74
|
|
|
$
|
2.61
|
|
|
$
|
2.04
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
4.08
|
|
|
$
|
3.26
|
|
|
$
|
2.53
|
|
|
$
|
2.31
|
|
|
$
|
1.86
|
|
Discontinued operations
|
—
|
|
|
0.32
|
|
|
0.11
|
|
|
0.17
|
|
|
0.07
|
|
|||||
Net income per common share - diluted
|
$
|
4.08
|
|
|
$
|
3.58
|
|
|
$
|
2.64
|
|
|
$
|
2.48
|
|
|
$
|
1.93
|
|
|
As of November 30,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Balance Sheet Data: (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
67,571
|
|
|
$
|
88,038
|
|
|
$
|
37,816
|
|
|
$
|
35,147
|
|
|
$
|
21,925
|
|
Working capital
|
1,066,162
|
|
|
895,185
|
|
|
762,305
|
|
|
590,094
|
|
|
419,708
|
|
|||||
Total assets
|
2,833,295
|
|
|
2,499,861
|
|
|
2,099,910
|
|
|
2,032,386
|
|
|
1,887,103
|
|
|||||
Current borrowings under term loans and lines of credit
|
159,200
|
|
|
245,973
|
|
|
150,740
|
|
|
340,466
|
|
|
351,142
|
|
|||||
Long-term borrowings
|
223,822
|
|
|
140,333
|
|
|
136,195
|
|
|
131,157
|
|
|
37,537
|
|
|||||
Total equity
|
1,168,458
|
|
|
992,827
|
|
|
838,735
|
|
|
696,887
|
|
|
605,512
|
|
|
Fiscal Years Ended November 30,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Other Data: (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization from continuing operations
|
$
|
24,673
|
|
|
$
|
16,285
|
|
|
$
|
17,803
|
|
|
$
|
16,811
|
|
|
$
|
14,512
|
|
Statements of Operations Data:
|
Fiscal Years Ended November 30,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Revenue
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
Cost of revenue
|
(93.94
|
)
|
|
(94.29
|
)
|
|
(94.52
|
)
|
Gross profit
|
6.06
|
|
|
5.71
|
|
|
5.48
|
|
Selling, general and administrative expenses
|
(3.60
|
)
|
|
(3.40
|
)
|
|
(3.54
|
)
|
Income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
2.46
|
|
|
2.31
|
|
|
1.94
|
|
Interest expense and finance charges, net
|
(0.25
|
)
|
|
(0.20
|
)
|
|
(0.24
|
)
|
Other income (expense), net
|
(0.01
|
)
|
|
0.02
|
|
|
0.04
|
|
Income from continuing operations before income taxes and noncontrolling interest
|
2.20
|
|
|
2.13
|
|
|
1.74
|
|
Provision for income taxes
|
(0.76
|
)
|
|
(0.77
|
)
|
|
(0.63
|
)
|
Income from continuing operations before noncontrolling interest, net of taxes
|
1.44
|
|
|
1.36
|
|
|
1.11
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.07
|
|
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
0.13
|
|
|
—
|
|
Net income
|
1.44
|
|
|
1.49
|
|
|
1.18
|
|
Net income attributable to noncontrolling interest
|
0.00
|
|
|
0.00
|
|
|
(0.02
|
)
|
Net income attributable to SYNNEX Corporation
|
1.44
|
%
|
|
1.49
|
%
|
|
1.16
|
%
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011 to 2010
|
|
2010 to 2009
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
10,409,840
|
|
|
$
|
8,614,141
|
|
|
$
|
7,719,197
|
|
|
20.8
|
%
|
|
11.6
|
%
|
Distribution Revenue
|
10,275,295
|
|
|
8,526,309
|
|
|
7,639,094
|
|
|
20.5
|
%
|
|
11.6
|
%
|
|||
GBS Revenue
|
163,376
|
|
|
112,380
|
|
|
101,138
|
|
|
45.4
|
%
|
|
11.1
|
%
|
|||
Inter-Segment Elimination
|
(28,831
|
)
|
|
(24,548
|
)
|
|
(21,035
|
)
|
|
17.4
|
%
|
|
16.7
|
%
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011 to 2010
|
|
2010 to 2009
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Gross Profit
|
$
|
630,498
|
|
|
$
|
491,616
|
|
|
$
|
423,030
|
|
|
28.3
|
%
|
|
16.2
|
%
|
Percentage of Revenue
|
6.06
|
%
|
|
5.71
|
%
|
|
5.48
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011 to 2010
|
|
2010 to 2009
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Selling, General and Administrative Expenses
|
$
|
374,270
|
|
|
$
|
292,466
|
|
|
$
|
273,381
|
|
|
28.0
|
%
|
|
7.0
|
%
|
Percentage of Revenue
|
3.60
|
%
|
|
3.40
|
%
|
|
3.54
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011 to 2010
|
|
2010 to 2009
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
$
|
256,228
|
|
|
$
|
199,150
|
|
|
$
|
149,649
|
|
|
28.7
|
%
|
|
33.1
|
%
|
Percentage of Total Revenue
|
2.46
|
%
|
|
2.31
|
%
|
|
1.94
|
%
|
|
|
|
|
|||||
Distribution income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
237,322
|
|
|
187,478
|
|
|
137,724
|
|
|
26.6
|
%
|
|
36.1
|
%
|
|||
Percentage of Distribution Revenue
|
2.31
|
%
|
|
2.20
|
%
|
|
1.80
|
%
|
|
|
|
|
|||||
GBS income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
18,906
|
|
|
11,672
|
|
|
11,925
|
|
|
62.0
|
%
|
|
-2.1
|
%
|
|||
Percentage of GBS Revenue
|
11.57
|
%
|
|
10.39
|
%
|
|
11.79
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011 to 2010
|
|
2010 to 2009
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|||||||
Interest expense and finance charges, net
|
$
|
25,505
|
|
|
$
|
17,114
|
|
|
$
|
18,032
|
|
|
49.0
|
%
|
|
-5.1
|
%
|
Percentage of revenue
|
0.25
|
%
|
|
0.20
|
%
|
|
0.24
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011 to 2010
|
|
2010 to 2009
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Other income (expense), net
|
$
|
(1,005
|
)
|
|
$
|
1,550
|
|
|
$
|
3,036
|
|
|
-164.8
|
%
|
|
-48.9
|
%
|
Percentage of revenue
|
-0.01
|
%
|
|
0.02
|
%
|
|
0.04
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
||||||
|
2010*
|
|
2009
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
2,959
|
|
|
$
|
37,081
|
|
Cost of revenue
|
(1,706
|
)
|
|
(16,078
|
)
|
||
Gross profit
|
1,253
|
|
|
21,003
|
|
||
Selling, general and administrative expenses
|
(1,199
|
)
|
|
(15,736
|
)
|
||
Income from operations before non-operating items, income taxes and noncontrolling interest
|
54
|
|
|
5,267
|
|
||
Interest income, net
|
17
|
|
|
413
|
|
||
Other income (expense), net
|
5
|
|
|
(7
|
)
|
||
Income before income taxes and noncontrolling interest
|
76
|
|
|
5,673
|
|
||
Provision for income taxes
|
(1
|
)
|
|
(474
|
)
|
||
Income from discontinued operations
|
75
|
|
|
5,199
|
|
||
Income from discontinued operations attributable to noncontrolling interest
|
(16
|
)
|
|
(1,290
|
)
|
||
Income from discontinued operations attributable to SYNNEX Corporation
|
$
|
59
|
|
|
$
|
3,909
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5 Years
|
|
> 5
Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal debt payments
|
$
|
245,392
|
|
|
$
|
158,755
|
|
|
$
|
79,650
|
|
|
$
|
1,623
|
|
|
$
|
5,364
|
|
Interest on debt
|
8,224
|
|
|
3,759
|
|
|
2,839
|
|
|
673
|
|
|
953
|
|
|||||
Non-cancellable capital leases
|
1,467
|
|
|
445
|
|
|
855
|
|
|
167
|
|
|
—
|
|
|||||
Non-cancellable operating leases
|
69,910
|
|
|
21,970
|
|
|
27,011
|
|
|
9,363
|
|
|
11,566
|
|
|||||
Total
|
$
|
324,993
|
|
|
$
|
184,929
|
|
|
$
|
110,355
|
|
|
$
|
11,826
|
|
|
$
|
17,883
|
|
|
|
|
|
As of November 30, 2011
|
|
|
(shares in thousands)
|
|
MiTAC International
(1)
|
6,158
|
|
Synnex Technology International Corp.
(2)
|
4,427
|
|
Total
|
10,585
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC International. Excludes
589
thousand shares (of which 379 thousand shares are directly held and 210 thousand shares are subject to exercisable options) held by Matthew Miau.
|
(2)
|
Synnex Technology International Corp., or Synnex Technology International, is a separate entity from us and is a publicly-traded corporation in Taiwan. Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International. MiTAC International owns a noncontrolling interest of 8.7% in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of 13.9% in Synnex Technology International. Neither MiTAC International nor Mr. Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.
|
|
Loss on Derivative Instruments Given a
Weakening of U.S. dollar by X Percent
|
|
Gain (Loss)
Assuming No
Change in
Exchange Rate
|
|
Gain on Derivative Instruments Given a
Strengthening of U.S. dollar by X Percent
|
||||||||||||||||||||||
|
15%
|
|
10%
|
|
5%
|
|
5%
|
|
10%
|
|
15%
|
||||||||||||||||
Forward contracts at November 30, 2011
|
$
|
(9,998
|
)
|
|
$
|
(6,419
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
(323
|
)
|
|
$
|
2,298
|
|
|
$
|
4,683
|
|
|
$
|
6,863
|
|
Forward contracts at November 30, 2010
|
$
|
(9,168
|
)
|
|
$
|
(5,636
|
)
|
|
$
|
(2,476
|
)
|
|
$
|
367
|
|
|
$
|
2,940
|
|
|
$
|
5,279
|
|
|
$
|
7,415
|
|
|
Interest Expense Given an Interest
Rate Decrease by X Percent
|
|
Actual Interest
Expense Assuming
No Change in
Interest Rate
|
|
Interest Expense Given an Interest
Rate Increase by X Percent
|
||||||||||||||||||||||
|
15%
|
|
10%
|
|
5%
|
|
5%
|
|
10%
|
|
15%
|
||||||||||||||||
SYNNEX US
|
$
|
4,026
|
|
|
$
|
4,053
|
|
|
$
|
4,080
|
|
|
$
|
4,107
|
|
|
$
|
4,133
|
|
|
$
|
4,160
|
|
|
$
|
4,187
|
|
SYNNEX Canada
|
1,338
|
|
|
1,396
|
|
|
1,454
|
|
|
1,512
|
|
|
1,570
|
|
|
1,628
|
|
|
1,686
|
|
|||||||
Infotec Japan
|
2,766
|
|
|
2,929
|
|
|
3,091
|
|
|
3,254
|
|
|
3,417
|
|
|
3,579
|
|
|
3,742
|
|
|||||||
Total for the year ended November 30, 2011
|
$
|
8,130
|
|
|
$
|
8,378
|
|
|
$
|
8,625
|
|
|
$
|
8,873
|
|
|
$
|
9,120
|
|
|
$
|
9,367
|
|
|
$
|
9,615
|
|
|
Interest Expense Given an Interest
Rate Decrease by X Percent
|
|
Actual Interest
Expense Assuming
No Change in
Interest Rate
|
|
Interest Expense Given an Interest
Rate Increase by X Percent
|
||||||||||||||||||||||
|
15%
|
|
10%
|
|
5%
|
|
5%
|
|
10%
|
|
15%
|
||||||||||||||||
SYNNEX US
|
$
|
4,143
|
|
|
$
|
4,386
|
|
|
$
|
4,630
|
|
|
$
|
4,874
|
|
|
$
|
5,117
|
|
|
$
|
5,361
|
|
|
$
|
5,605
|
|
SYNNEX Canada
|
1,566
|
|
|
1,658
|
|
|
1,750
|
|
|
1,843
|
|
|
1,935
|
|
|
2,027
|
|
|
2,119
|
|
|||||||
Total for the year ended November 30, 2010
|
$
|
5,709
|
|
|
$
|
6,044
|
|
|
$
|
6,380
|
|
|
$
|
6,717
|
|
|
$
|
7,052
|
|
|
$
|
7,388
|
|
|
$
|
7,724
|
|
|
|
|
Page
|
Consolidated Financial Statements of SYNNEX Corporation
|
|
|
|
Financial Statement Schedule
|
|
|
November 30,
2011 |
|
November 30,
2010 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
67,571
|
|
|
$
|
88,038
|
|
Short-term investments
|
16,017
|
|
|
11,419
|
|
||
Accounts receivable, net
|
1,142,942
|
|
|
986,917
|
|
||
Receivable from vendors, net
|
150,085
|
|
|
132,409
|
|
||
Receivable from affiliates
|
1,344
|
|
|
5,080
|
|
||
Inventories
|
975,047
|
|
|
912,237
|
|
||
Current deferred tax assets
|
28,241
|
|
|
33,063
|
|
||
Other current assets
|
57,168
|
|
|
40,030
|
|
||
Total current assets
|
2,438,415
|
|
|
2,209,193
|
|
||
Property and equipment, net
|
125,157
|
|
|
91,995
|
|
||
Goodwill
|
185,312
|
|
|
139,580
|
|
||
Intangible assets, net
|
37,539
|
|
|
28,271
|
|
||
Deferred tax assets
|
590
|
|
|
605
|
|
||
Other assets
|
46,282
|
|
|
30,217
|
|
||
Total assets
|
$
|
2,833,295
|
|
|
$
|
2,499,861
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings under securitization, term loans and lines of credit
|
$
|
159,200
|
|
|
$
|
245,973
|
|
Accounts payable
|
1,035,691
|
|
|
896,401
|
|
||
Payables to affiliates
|
—
|
|
|
3,195
|
|
||
Accrued liabilities
|
172,226
|
|
|
166,861
|
|
||
Income taxes payable
|
5,136
|
|
|
1,578
|
|
||
Total current liabilities
|
1,372,253
|
|
|
1,314,008
|
|
||
Long-term borrowings
|
87,659
|
|
|
9,044
|
|
||
Convertible debt
|
136,163
|
|
|
131,289
|
|
||
Long-term liabilities
|
60,676
|
|
|
49,431
|
|
||
Deferred tax liabilities
|
8,086
|
|
|
3,262
|
|
||
Total liabilities
|
1,664,837
|
|
|
1,507,034
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
||||
SYNNEX Corporation stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5,000 shares authorized, no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 100,000 shares authorized, 36,571 and 35,760 shares issued as of November 30, 2011 and 2010, respectively
|
37
|
|
|
36
|
|
||
Additional paid-in capital
|
310,316
|
|
|
290,512
|
|
||
Treasury stock, 407 and 190 shares as of November 30, 2011 and 2010, respectively
|
(11,524
|
)
|
|
(5,106
|
)
|
||
Accumulated other comprehensive income
|
30,026
|
|
|
28,035
|
|
||
Retained earnings
|
829,524
|
|
|
679,193
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
1,158,379
|
|
|
992,670
|
|
||
Noncontrolling interest
|
10,079
|
|
|
157
|
|
||
Total equity
|
1,168,458
|
|
|
992,827
|
|
||
Total liabilities and equity
|
$
|
2,833,295
|
|
|
$
|
2,499,861
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Revenue
|
$
|
10,409,840
|
|
|
$
|
8,614,141
|
|
|
$
|
7,719,197
|
|
Cost of revenue
|
(9,779,342
|
)
|
|
(8,122,525
|
)
|
|
(7,296,167
|
)
|
|||
Gross profit
|
630,498
|
|
|
491,616
|
|
|
423,030
|
|
|||
Selling, general and administrative expenses
|
(374,270
|
)
|
|
(292,466
|
)
|
|
(273,381
|
)
|
|||
Income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
256,228
|
|
|
199,150
|
|
|
149,649
|
|
|||
Interest expense and finance charges, net
|
(25,505
|
)
|
|
(17,114
|
)
|
|
(18,032
|
)
|
|||
Other income (expense), net
|
(1,005
|
)
|
|
1,550
|
|
|
3,036
|
|
|||
Income from continuing operations before income taxes and noncontrolling interest
|
229,718
|
|
|
183,586
|
|
|
134,653
|
|
|||
Provision for income taxes
|
(79,165
|
)
|
|
(66,910
|
)
|
|
(49,028
|
)
|
|||
Income from continuing operations before noncontrolling interest, net of tax
|
150,553
|
|
|
116,676
|
|
|
85,625
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
75
|
|
|
5,199
|
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
11,351
|
|
|
—
|
|
|||
Net income
|
$
|
150,553
|
|
|
$
|
128,102
|
|
|
$
|
90,824
|
|
Net income attributable to noncontrolling interest
|
(222
|
)
|
|
(154
|
)
|
|
(1,157
|
)
|
|||
Net income attributable to SYNNEX Corporation
|
$
|
150,331
|
|
|
$
|
127,948
|
|
|
$
|
89,667
|
|
Amounts attributable to SYNNEX Corporation:
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
$
|
150,331
|
|
|
$
|
116,538
|
|
|
$
|
85,758
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
59
|
|
|
3,909
|
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
11,351
|
|
|
—
|
|
|||
Net income attributable to SYNNEX Corporation
|
$
|
150,331
|
|
|
$
|
127,948
|
|
|
$
|
89,667
|
|
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4.20
|
|
|
$
|
3.35
|
|
|
$
|
2.62
|
|
Discontinued operations
|
—
|
|
|
0.33
|
|
|
0.12
|
|
|||
Net income per common share - basic
|
$
|
4.20
|
|
|
$
|
3.68
|
|
|
$
|
2.74
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4.08
|
|
|
$
|
3.26
|
|
|
$
|
2.53
|
|
Discontinued operations
|
—
|
|
|
0.32
|
|
|
0.11
|
|
|||
Net income per common share - diluted
|
$
|
4.08
|
|
|
$
|
3.58
|
|
|
$
|
2.64
|
|
Weighted-average common shares outstanding - basic
|
35,830
|
|
|
34,737
|
|
|
32,711
|
|
|||
Weighted-average common shares outstanding - diluted
|
36,833
|
|
|
35,757
|
|
|
34,013
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net income
|
$
|
150,553
|
|
|
$
|
128,102
|
|
|
$
|
90,824
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale securities
|
170
|
|
|
62
|
|
|
24
|
|
|||
Change in unrecognized pension and post-retirement benefit costs, net of tax
|
(214
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
2,707
|
|
|
4,732
|
|
|
21,997
|
|
|||
Total other comprehensive income
|
2,663
|
|
|
4,794
|
|
|
22,021
|
|
|||
Comprehensive income:
|
153,216
|
|
|
132,896
|
|
|
112,845
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(894
|
)
|
|
(154
|
)
|
|
(5,394
|
)
|
|||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
152,322
|
|
|
$
|
132,742
|
|
|
$
|
107,451
|
|
|
SYNNEX Corporation Stockholders
|
|
Noncontrolling
interest
|
|
|
Total equity
|
|||||||||||||||||||||||||||
|
Common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Retained
earnings
|
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
Amount
|
|||||||||||||||||||||||||||
Balances, November 30, 2008
|
32,017
|
|
|
$
|
32
|
|
|
$
|
222,801
|
|
|
63
|
|
$
|
(1,564
|
)
|
|
$
|
9,367
|
|
|
$
|
461,578
|
|
|
$
|
4,673
|
|
|
|
$
|
696,887
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
8,193
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8,193
|
|
||||||||
Tax benefits from exercise of non-qualified stock options
|
—
|
|
|
—
|
|
|
7,018
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,018
|
|
||||||||
Issuance of common stock on exercise of options and restricted stock, net of shares withheld for employee taxes
|
1,651
|
|
|
2
|
|
|
13,230
|
|
|
55
|
|
(1,567
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
11,665
|
|
|||||||
Issuance of common stock for employee stock purchase plan
|
52
|
|
|
—
|
|
|
751
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
751
|
|
||||||||
Changes in equity for HiChina Web Solutions
|
—
|
|
|
—
|
|
|
1,030
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,030
|
|
||||||||
Changes in equity for noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
|
346
|
|
||||||||
Unrealized gains/losses on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
|
24
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
17,760
|
|
|
—
|
|
|
4,237
|
|
|
|
21,997
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
89,667
|
|
|
1,157
|
|
|
|
90,824
|
|
||||||||
Balances, November 30, 2009
|
33,720
|
|
|
34
|
|
|
253,023
|
|
|
118
|
|
(3,131
|
)
|
|
27,151
|
|
|
551,245
|
|
|
10,413
|
|
|
|
838,735
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
8,725
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8,725
|
|
||||||||
Tax benefits from exercise of non-qualified stock options
|
—
|
|
|
—
|
|
|
12,226
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12,226
|
|
||||||||
Issuance of common stock on exercise of options and restricted stock, net of shares withheld for employee taxes
|
2,007
|
|
|
2
|
|
|
16,980
|
|
|
72
|
|
(1,975
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
15,007
|
|
|||||||
Issuance of common stock for employee stock purchase plan
|
33
|
|
|
—
|
|
|
878
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
878
|
|
||||||||
Changes in tax reserve
|
—
|
|
|
—
|
|
|
1,189
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,189
|
|
||||||||
Changes in equity from sale of HiChina Web Solutions
|
—
|
|
|
—
|
|
|
(2,509
|
)
|
|
|
—
|
|
|
(3,437
|
)
|
|
—
|
|
|
(7,418
|
)
|
|
|
(13,364
|
)
|
||||||||
Changes in equity from sale of Nihon Daikou Shouji
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(473
|
)
|
|
—
|
|
|
(3,148
|
)
|
|
|
(3,621
|
)
|
||||||||
Changes in ownership of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
|
156
|
|
||||||||
Unrealized gains/losses on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
|
62
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4,732
|
|
|
—
|
|
|
—
|
|
|
|
4,732
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
127,948
|
|
|
154
|
|
|
|
128,102
|
|
||||||||
Balances, November 30, 2010
|
35,760
|
|
|
36
|
|
|
290,512
|
|
|
190
|
|
(5,106
|
)
|
|
28,035
|
|
|
679,193
|
|
|
157
|
|
|
|
992,827
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
7,993
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,993
|
|
||||||||
Tax benefits from exercise of non-qualified stock options
|
—
|
|
|
—
|
|
|
4,406
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4,406
|
|
||||||||
Issuance of common stock on exercise of options and restricted stock, net of shares withheld for employee taxes
|
771
|
|
|
1
|
|
|
6,289
|
|
|
155
|
|
(4,742
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,548
|
|
|||||||
Issuance of common stock for employee stock purchase plan
|
40
|
|
|
—
|
|
|
1,116
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,116
|
|
||||||||
Repurchase of common stock
|
|
|
|
—
|
|
|
—
|
|
|
62
|
|
(1,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1,676
|
)
|
|||||||
Capital contribution by noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,028
|
|
|
|
9,028
|
|
||||||||
Unrealized gains/losses on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
|
170
|
|
||||||||
Net unrealized components of defined benefit pension plans
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
|
(214
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2,035
|
|
|
—
|
|
|
672
|
|
|
|
2,707
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
150,331
|
|
|
222
|
|
|
|
150,553
|
|
||||||||
Balances, November 30, 2011
|
36,571
|
|
|
$
|
37
|
|
|
$
|
310,316
|
|
|
407
|
|
$
|
(11,524
|
)
|
|
$
|
30,026
|
|
|
$
|
829,524
|
|
|
$
|
10,079
|
|
|
|
$
|
1,168,458
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
150,553
|
|
|
$
|
128,102
|
|
|
$
|
90,824
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
17,089
|
|
|
11,189
|
|
|
11,701
|
|
|||
Amortization of intangible assets
|
7,584
|
|
|
5,096
|
|
|
7,925
|
|
|||
Accretion of convertible notes discount
|
4,874
|
|
|
4,504
|
|
|
4,049
|
|
|||
Share-based compensation
|
7,993
|
|
|
8,725
|
|
|
8,193
|
|
|||
Provision for doubtful accounts
|
7,422
|
|
|
6,527
|
|
|
12,235
|
|
|||
Tax benefits from employee stock plans
|
4,406
|
|
|
12,226
|
|
|
7,018
|
|
|||
Excess tax benefit from share-based compensation
|
(4,389
|
)
|
|
(9,798
|
)
|
|
(6,135
|
)
|
|||
Realized/Unrealized (gain) loss on investments
|
721
|
|
|
(744
|
)
|
|
(2,724
|
)
|
|||
Loss (gain) on disposal of assets and businesses
|
159
|
|
|
(12,905
|
)
|
|
167
|
|
|||
Other-than-temporary impairment on securities and assets
|
613
|
|
|
640
|
|
|
94
|
|
|||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
38,901
|
|
|
(156,806
|
)
|
|
(6,455
|
)
|
|||
Receivables from vendors
|
(8,339
|
)
|
|
(29,648
|
)
|
|
(2,509
|
)
|
|||
Receivables from affiliates
|
2,705
|
|
|
12,894
|
|
|
(485
|
)
|
|||
Inventories
|
28,240
|
|
|
(240,056
|
)
|
|
1,926
|
|
|||
Other assets
|
(4,009
|
)
|
|
1,278
|
|
|
44,725
|
|
|||
Payable to affiliates
|
(1,368
|
)
|
|
(24,287
|
)
|
|
9,097
|
|
|||
Accounts payable
|
(49,988
|
)
|
|
220,182
|
|
|
103,008
|
|
|||
Accrued liabilities
|
3,009
|
|
|
12,459
|
|
|
4,190
|
|
|||
Deferred liabilities
|
12,977
|
|
|
(15,479
|
)
|
|
(24,804
|
)
|
|||
Net cash provided by (used in) operating activities
|
219,153
|
|
|
(65,901
|
)
|
|
262,040
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of trading investments
|
(1,545
|
)
|
|
(5,914
|
)
|
|
(17,696
|
)
|
|||
Proceeds from sale of trading investments
|
3,161
|
|
|
9,166
|
|
|
16,629
|
|
|||
Investment in held-to-maturity term deposits
|
(7,706
|
)
|
|
(11,396
|
)
|
|
(16,725
|
)
|
|||
Proceeds from redemption of held-to-maturity term deposits
|
922
|
|
|
21,126
|
|
|
5,049
|
|
|||
Acquisition of businesses, net of cash acquired
|
(60,355
|
)
|
|
(47,376
|
)
|
|
(16,121
|
)
|
|||
Purchase of property and equipment
|
(40,153
|
)
|
|
(12,653
|
)
|
|
(25,011
|
)
|
|||
Proceeds from sale of businesses
|
1,033
|
|
|
37,802
|
|
|
—
|
|
|||
Loans and deposits to third parties, net of payments received
|
(2,914
|
)
|
|
(4,856
|
)
|
|
—
|
|
|||
Investment in equity-method investee
|
(4,782
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in restricted cash
|
(14,049
|
)
|
|
15,168
|
|
|
(15,715
|
)
|
|||
Net cash provided by (used in) investing activities
|
(126,388
|
)
|
|
1,067
|
|
|
(69,590
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from securitization and revolving line of credit
|
4,224,598
|
|
|
3,990,574
|
|
|
2,713,857
|
|
|||
Payment of securitization and revolving line of credit
|
(4,330,321
|
)
|
|
(3,897,547
|
)
|
|
(2,890,255
|
)
|
|||
Proceeds from long-term credit facility and term loans
|
87,309
|
|
|
—
|
|
|
—
|
|
|||
Payment of long-term bank loans, capital leases and other borrowings
|
(121,423
|
)
|
|
(596
|
)
|
|
(20,489
|
)
|
|||
Excess tax benefit from share-based compensation
|
4,389
|
|
|
9,798
|
|
|
6,135
|
|
|||
Book overdraft
|
13,606
|
|
|
(24,367
|
)
|
|
(4,980
|
)
|
|||
Proceeds from issuance of common stock
|
2,664
|
|
|
15,885
|
|
|
12,416
|
|
|||
Cash paid for purchase of treasury stock
|
(1,676
|
)
|
|
—
|
|
|
—
|
|
|||
Capital contribution by noncontrolling interest
|
6,411
|
|
|
99
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(114,443
|
)
|
|
93,846
|
|
|
(183,316
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,211
|
|
|
(380
|
)
|
|
(5,754
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(20,467
|
)
|
|
28,632
|
|
|
3,380
|
|
|||
Cash and cash equivalents at beginning of year
|
88,038
|
|
|
59,406
|
|
|
56,026
|
|
|||
Cash and cash equivalents at end of year
|
$
|
67,571
|
|
|
$
|
88,038
|
|
|
$
|
59,406
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
15,757
|
|
|
$
|
13,528
|
|
|
$
|
18,012
|
|
Income taxes paid
|
$
|
66,358
|
|
|
$
|
56,217
|
|
|
$
|
44,409
|
|
|
As of November 30,
|
||||||
|
2011
|
|
2010
|
||||
Related to borrowing arrangements and others:
|
|
|
|
||||
Other current assets
|
$
|
28,279
|
|
|
$
|
11,865
|
|
Related to long-term projects:
|
|
|
|
||||
Other current assets
|
—
|
|
|
3,153
|
|
||
Other assets
|
2,938
|
|
|
2,454
|
|
||
Total restricted cash
|
$
|
31,217
|
|
|
$
|
17,472
|
|
Equipment and Furniture
|
3-10 years
|
|
Software
|
3-7 years
|
|
Leasehold Improvements
|
2-15 years
|
|
Buildings
|
16-40 years
|
|
Customer Lists
|
4-10 years
|
|
Vendor Lists
|
4-10 years
|
|
Other Intangible Assets
|
1-10 years
|
|
|
Number of options as of
November 30, 2011
|
|
Number of options as of
November 30, 2010
|
||||||||
|
Outstanding
|
|
Exercisable
|
|
Outstanding
|
|
Exercisable
|
||||
Amended and Restated 2003 Stock Incentive Plan
|
1,707
|
|
|
1,342
|
|
|
2,120
|
|
|
1,725
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Share-based compensation expense by type of award:
|
|
|
|
|
|
||||||
Employee stock options
|
$
|
1,527
|
|
|
$
|
2,759
|
|
|
$
|
2,730
|
|
Restricted stock
|
6,388
|
|
|
5,889
|
|
|
4,735
|
|
|||
Employee stock purchase plan
|
78
|
|
|
77
|
|
|
100
|
|
|||
Total share-based compensation
|
7,993
|
|
|
8,725
|
|
|
7,565
|
|
|||
Tax effect on share-based compensation
|
(2,755
|
)
|
|
(3,180
|
)
|
|
(2,763
|
)
|
|||
Net effect on net income
|
$
|
5,238
|
|
|
$
|
5,545
|
|
|
$
|
4,802
|
|
|
Fiscal Years Ended November 30,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Stock option plan:
|
|
|
|
|
|
|||
Expected life (years)
|
5.9
|
|
|
5.6
|
|
|
5.7
|
|
Risk free interest rate
|
1.11
|
%
|
|
1.26
|
%
|
|
2.57
|
%
|
Expected volatility
|
41.14
|
%
|
|
41.97
|
%
|
|
43.55
|
%
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Employee stock purchase plan:
|
|
|
|
|
|
|||
Expected life (years)
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Risk free interest rate
|
0.02
|
%
|
|
0.16
|
%
|
|
0.10
|
%
|
Expected volatility
|
33.15
|
%
|
|
32.43
|
%
|
|
65.13
|
%
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
|
Shares Available
for Grant |
|
Options Outstanding
|
||
Number of
Shares |
|
Weighted-Average
Exercise Price Per Share |
|||
Balances, November 30, 2008
|
2,569
|
|
5,044
|
|
$11.89
|
Restricted stock granted
|
(211)
|
|
—
|
|
—
|
Restricted stock cancelled/forfeited
|
32
|
|
—
|
|
—
|
Options granted
|
(157)
|
|
157
|
|
27.31
|
Options exercised
|
—
|
|
(1,406)
|
|
9.41
|
Options cancelled/forfeited/expired
|
66
|
|
(66)
|
|
18.11
|
Balances, November 30, 2009
|
2,299
|
|
3,729
|
|
$13.37
|
Restricted stock awards granted
|
(267)
|
|
—
|
|
—
|
Restricted stock units granted
|
(100)
|
|
—
|
|
—
|
Restricted stock cancelled/forfeited
|
38
|
|
—
|
|
—
|
Options granted
|
(123)
|
|
123
|
|
28.52
|
Options exercised
|
—
|
|
(1,710)
|
|
9.93
|
Options cancelled/forfeited/expired
|
22
|
|
(22)
|
|
7.14
|
Balances, November 30, 2010
|
1,869
|
|
2,120
|
|
$17.08
|
Restricted stock awards granted
|
(244)
|
|
—
|
|
—
|
Restricted stock units granted
|
(10)
|
|
—
|
|
—
|
Restricted stock cancelled/forfeited
|
25
|
|
—
|
|
—
|
Options granted
|
(135)
|
|
135
|
|
26.98
|
Options exercised
|
—
|
|
(531)
|
|
11.87
|
Options cancelled/forfeited/expired
|
17
|
|
(17)
|
|
12.18
|
Balances, November 30, 2011
|
1,522
|
|
1,707
|
|
$19.52
|
|
Fiscal Years Ended November 30,
|
||||
|
2011
|
|
2010
|
|
2009
|
Number of options granted
|
135
|
|
123
|
|
157
|
Weighted-average grant-date fair value per share
|
$10.68
|
|
$12.02
|
|
$11.28
|
|
Options Outstanding
|
|
Options Vested and Exercisable
|
||||||||
Range of Exercise Prices per Share
|
Shares
|
|
Weighted-
Average Life (Years) |
|
Weighted-
Average Exercise Price per Share |
|
Shares
|
|
Weighted-
Average Life (Years) |
|
Weighted-
Average Exercise Price per Share |
$9.00 - $10.00
|
61
|
|
0.83
|
|
$10.00
|
|
61
|
|
0.83
|
|
$10.00
|
$12.00 - $15.54
|
272
|
|
1.74
|
|
$12.15
|
|
272
|
|
1.74
|
|
$12.15
|
$16.10 - $17.17
|
403
|
|
3.24
|
|
$16.50
|
|
403
|
|
3.24
|
|
$16.50
|
$18.25 - $30.96
|
971
|
|
6.82
|
|
$23.44
|
|
606
|
|
5.85
|
|
$21.82
|
$9.00 - $30.96
|
1,707
|
|
4.95
|
|
$19.52
|
|
1,342
|
|
4.01
|
|
$17.73
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Intrinsic value of options exercised
|
$
|
9,375
|
|
|
$
|
32,504
|
|
|
$
|
20,839
|
|
Cash received from exercise of options
|
6,290
|
|
|
16,980
|
|
|
13,221
|
|
|
Number of
shares |
|
Weighted-average,
grant-date fair value per share |
Nonvested as of November 30, 2008
|
826
|
|
$20.25
|
Awards granted
|
211
|
|
30.20
|
Awards vested
|
(245)
|
|
15.30
|
Awards cancelled/forfeited
|
(32)
|
|
20.44
|
Nonvested as of November 30, 2009
|
760
|
|
$24.60
|
Awards granted
|
267
|
|
28.18
|
Units granted
|
100
|
|
29.04
|
Awards vested
|
(299)
|
|
22.21
|
Awards cancelled/forfeited
|
(38)
|
|
24.07
|
Nonvested as of November 30, 2010
|
790
|
|
$25.78
|
Awards granted
|
244
|
|
27.91
|
Units granted
|
10
|
|
32.35
|
Awards vested
|
(240)
|
|
24.51
|
Awards cancelled/forfeited
|
(25)
|
|
26.62
|
Nonvested as of November 30, 2011
|
779
|
|
$23.13
|
|
Fiscal Year Ended
|
||
|
November 30, 2011
|
||
Benefit obligation at beginning of year
|
$
|
—
|
|
Value at acquisition date
|
7,157
|
|
|
Service cost
|
570
|
|
|
Interest cost
|
148
|
|
|
Benefits paid
|
(154
|
)
|
|
Actuarial gain or loss
|
124
|
|
|
Foreign exchange rate changes
|
593
|
|
|
Benefit obligation at end of year
|
$
|
8,438
|
|
Fair value at the beginning of year
|
$
|
—
|
|
Value at acquisition date
|
3,110
|
|
|
Contribution paid by employer
|
748
|
|
|
Contribution paid by participants
|
—
|
|
|
Actual return on plan assets
|
5
|
|
|
Benefits paid
|
(154
|
)
|
|
Foreign exchange rate changes
|
268
|
|
|
Fair value at the end of year
|
$
|
3,977
|
|
Service cost
|
$
|
570
|
|
Interest cost
|
148
|
|
|
Expected return on plan assets
|
(89
|
)
|
|
Amortization of transition asset or obligation
|
—
|
|
|
Amortization of prior service cost
|
—
|
|
|
Amortization of net (gain) or loss
|
—
|
|
|
Curtailment and settlement (gain) or loss
|
—
|
|
|
Net periodic pension costs
|
$
|
629
|
|
|
Net Pension
Benefit Obligations
|
Net Pension
Benefit Costs
|
||
Discount rate
|
1.9
|
%
|
2.0
|
%
|
Average increase in compensation levels
|
3.0
|
%
|
3.0
|
%
|
Expected return on plan assets
|
|
2.5
|
%
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||
Cash equivalents
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity and debt securities
|
—
|
|
|
165
|
|
|
—
|
|
|||
Life insurance company general accounts
|
—
|
|
|
3,780
|
|
|
—
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
United States
|
$
|
184,768
|
|
|
$
|
142,972
|
|
|
$
|
96,331
|
|
Foreign
|
44,950
|
|
|
40,614
|
|
|
38,322
|
|
|||
|
$
|
229,718
|
|
|
$
|
183,586
|
|
|
$
|
134,653
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Current tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
49,937
|
|
|
$
|
50,411
|
|
|
$
|
35,158
|
|
State
|
11,140
|
|
|
9,883
|
|
|
6,438
|
|
|||
Foreign
|
9,543
|
|
|
8,217
|
|
|
8,415
|
|
|||
|
$
|
70,620
|
|
|
$
|
68,511
|
|
|
$
|
50,011
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
9,735
|
|
|
$
|
(2,237
|
)
|
|
$
|
(918
|
)
|
State
|
(1,186
|
)
|
|
(329
|
)
|
|
(292
|
)
|
|||
Foreign
|
(4
|
)
|
|
965
|
|
|
227
|
|
|||
|
$
|
8,545
|
|
|
$
|
(1,601
|
)
|
|
$
|
(983
|
)
|
Total tax provision
|
$
|
79,165
|
|
|
$
|
66,910
|
|
|
$
|
49,028
|
|
|
As of November 30,
|
||||||
|
2011
|
|
2010
|
||||
Deferred tax assets - current
|
$
|
28,241
|
|
|
$
|
33,063
|
|
Deferred tax assets - non-current
|
590
|
|
|
605
|
|
||
Deferred tax liabilities - current
|
(500
|
)
|
|
(294
|
)
|
||
Deferred tax liabilities - non-current
|
(8,086
|
)
|
|
(3,262
|
)
|
||
Total net deferred tax assets
|
$
|
20,245
|
|
|
$
|
30,112
|
|
|
As of November 30,
|
||||||
|
2011
|
|
2010
|
||||
Assets:
|
|
|
|
||||
Inventory reserves
|
$
|
7,448
|
|
|
$
|
9,182
|
|
Allowance for doubtful accounts and sales return reserves
|
8,303
|
|
|
10,155
|
|
||
Other reserves and accruals
|
7,995
|
|
|
8,765
|
|
||
State tax deduction
|
1,782
|
|
|
460
|
|
||
Deferred compensation
|
5,846
|
|
|
4,880
|
|
||
Net operating losses
|
15,902
|
|
|
10,532
|
|
||
Foreign tax credit
|
2,383
|
|
|
2,516
|
|
||
Share-based compensation expense
|
3,143
|
|
|
4,225
|
|
||
Unrealized losses on investments
|
1,758
|
|
|
1,119
|
|
||
Other
|
386
|
|
|
458
|
|
||
Gross deferred tax assets
|
54,946
|
|
|
52,292
|
|
||
Valuation allowance
|
(7,989
|
)
|
|
(3,862
|
)
|
||
Total deferred tax assets
|
$
|
46,957
|
|
|
$
|
48,430
|
|
Liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
(5,423
|
)
|
|
$
|
(2,781
|
)
|
Convertible debt interest
|
(12,737
|
)
|
|
(11,383
|
)
|
||
Deferred revenue
|
(117
|
)
|
|
(86
|
)
|
||
Intangible assets
|
(8,435
|
)
|
|
(4,068
|
)
|
||
Total deferred tax liabilities
|
$
|
(26,712
|
)
|
|
$
|
(18,318
|
)
|
Net deferred tax assets
|
$
|
20,245
|
|
|
$
|
30,112
|
|
|
Fiscal Years Ended November 30,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal income tax benefit
|
2.6
|
|
|
3.5
|
|
|
2.9
|
|
Foreign taxes
|
(2.9
|
)
|
|
(1.9
|
)
|
|
(2.4
|
)
|
Other
|
(0.2
|
)
|
|
(0.2
|
)
|
|
0.9
|
|
Effective income tax rate
|
34.5
|
%
|
|
36.4
|
%
|
|
36.4
|
%
|
Balance as of December 1, 2008
|
$
|
8,362
|
|
Additions based on tax positions related to the current year
|
1,462
|
|
|
Additions for tax positions of prior years
|
309
|
|
|
Balance as of November 30, 2009
|
10,133
|
|
|
Additions based on tax positions related to the current year
|
2,713
|
|
|
Additions for tax positions of prior years
|
749
|
|
|
Reductions for tax positions of prior years
|
(185
|
)
|
|
Settlements
|
(337
|
)
|
|
Lapse of statute of limitations
|
(2,559
|
)
|
|
Balance as of November 30, 2010
|
10,514
|
|
|
Additions based on tax positions related to the current year
|
2,113
|
|
|
Additions for tax positions of prior years
|
8,043
|
|
|
Reductions for tax positions of prior years
|
(397
|
)
|
|
Lapse of statute of limitations
|
(1,273
|
)
|
|
Balance as of November 30, 2011
|
$
|
19,000
|
|
|
As of November 30,
|
||||||
|
2011
|
|
2010
|
||||
Short-term investments
|
|
|
|
||||
Trading securities
|
$
|
5,808
|
|
|
$
|
7,909
|
|
Available-for-sale securities
|
37
|
|
|
102
|
|
||
Held-to-maturity securities
|
7,843
|
|
|
910
|
|
||
Cost method investments
|
2,329
|
|
|
2,498
|
|
||
|
$
|
16,017
|
|
|
$
|
11,419
|
|
Accounts receivable, net
|
|
|
|
||||
Trade accounts receivable
|
$
|
1,196,394
|
|
|
$
|
1,039,850
|
|
Less: Allowance for doubtful accounts
|
(17,977
|
)
|
|
(20,408
|
)
|
||
Less: Allowance for sales returns
|
(35,475
|
)
|
|
(32,525
|
)
|
||
|
$
|
1,142,942
|
|
|
$
|
986,917
|
|
Receivables from vendors, net
|
|
|
|
||||
Receivables from vendors
|
$
|
154,911
|
|
|
$
|
137,887
|
|
Less: Allowance for doubtful accounts
|
(4,826
|
)
|
|
(5,478
|
)
|
||
|
$
|
150,085
|
|
|
$
|
132,409
|
|
Property and equipment, net
|
|
|
|
||||
Land
|
$
|
18,566
|
|
|
$
|
14,246
|
|
Equipment and computers
|
95,149
|
|
|
61,842
|
|
||
Furniture and fixtures
|
19,566
|
|
|
9,746
|
|
||
Buildings and leasehold improvements
|
97,261
|
|
|
81,119
|
|
||
Construction in progress
|
1,762
|
|
|
151
|
|
||
Total property and equipment, gross
|
232,304
|
|
|
167,104
|
|
||
Less: Accumulated depreciation
|
(107,147
|
)
|
|
(75,109
|
)
|
||
|
$
|
125,157
|
|
|
$
|
91,995
|
|
Allowance for doubtful vendor receivables
|
|
||
Balance at November 30, 2008
|
$
|
4,933
|
|
Additions
|
995
|
|
|
Write-offs and deductions
|
(109
|
)
|
|
Balance at November 30, 2009
|
5,819
|
|
|
Additions
|
922
|
|
|
Write-offs and deductions
|
(1,263
|
)
|
|
Balance at November 30, 2010
|
5,478
|
|
|
Additions
|
1,317
|
|
|
Write-offs and deductions
|
(1,969
|
)
|
|
Balance at November 30, 2011
|
$
|
4,826
|
|
|
As of November 30, 2011
|
|
As of November 30, 2010
|
||||||||||||||||||||
|
Distribution
|
|
GBS
|
|
Total
|
|
Distribution
|
|
GBS
|
|
Total
|
||||||||||||
Beginning balance
|
$
|
89,031
|
|
|
$
|
50,549
|
|
|
$
|
139,580
|
|
|
$
|
82,415
|
|
|
$
|
25,148
|
|
|
$
|
107,563
|
|
Goodwill additions during the period
|
16,645
|
|
|
27,463
|
|
|
44,108
|
|
|
5,410
|
|
|
25,700
|
|
|
31,110
|
|
||||||
Translation
|
1,822
|
|
|
(198
|
)
|
|
1,624
|
|
|
1,206
|
|
|
(299
|
)
|
|
907
|
|
||||||
Ending balance
|
$
|
107,498
|
|
|
$
|
77,814
|
|
|
$
|
185,312
|
|
|
$
|
89,031
|
|
|
$
|
50,549
|
|
|
$
|
139,580
|
|
|
As of November 30, 2011
|
|
As of November 30, 2010
|
||||||||||||||||||||
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
||||||||||||
Vendor lists
|
$
|
36,815
|
|
|
$
|
(27,104
|
)
|
|
$
|
9,711
|
|
|
$
|
36,815
|
|
|
$
|
(25,564
|
)
|
|
$
|
11,251
|
|
Customer lists
|
51,088
|
|
|
(23,879
|
)
|
|
27,209
|
|
|
32,196
|
|
|
(18,005
|
)
|
|
14,191
|
|
||||||
Other intangible assets
|
4,446
|
|
|
(3,827
|
)
|
|
619
|
|
|
6,453
|
|
|
(3,624
|
)
|
|
2,829
|
|
||||||
|
$
|
92,349
|
|
|
$
|
(54,810
|
)
|
|
$
|
37,539
|
|
|
$
|
75,464
|
|
|
$
|
(47,193
|
)
|
|
$
|
28,271
|
|
|
As of November 30,
|
||||||
|
2011
|
|
2010
|
||||
Accrued liabilities:
|
|
|
|
||||
Payroll related accruals
|
$
|
44,797
|
|
|
$
|
34,542
|
|
Deferred compensation liability
|
1,891
|
|
|
10,733
|
|
||
Sales tax/Value-added tax accrual
|
17,286
|
|
|
7,517
|
|
||
Vendor and other claims payable
|
21,404
|
|
|
27,795
|
|
||
Accrued customer rebate
|
15,958
|
|
|
5,381
|
|
||
Warranty accruals
|
1,286
|
|
|
3,054
|
|
||
Purchase price payable
|
—
|
|
|
16,427
|
|
||
Current deferred liabilities
|
9,847
|
|
|
8,648
|
|
||
Other accrued liabilities
|
59,757
|
|
|
52,764
|
|
||
|
$
|
172,226
|
|
|
$
|
166,861
|
|
|
As of November 30,
|
||||||||||||||||||||||
|
2011
|
|
2010
|
||||||||||||||||||||
|
Cost Basis
|
|
Unrealized
(Losses)/ Gains |
|
Carrying
Value |
|
Cost Basis
|
|
Unrealized
(Losses)/ Gains |
|
Carrying
Value |
||||||||||||
Short-Term:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading
|
$
|
11,503
|
|
|
$
|
(5,695
|
)
|
|
$
|
5,808
|
|
|
$
|
9,324
|
|
|
$
|
(1,415
|
)
|
|
$
|
7,909
|
|
Available-for-sale
|
—
|
|
|
37
|
|
|
37
|
|
|
55
|
|
|
47
|
|
|
102
|
|
||||||
Held-to-maturity
|
7,843
|
|
|
—
|
|
|
7,843
|
|
|
910
|
|
|
—
|
|
|
910
|
|
||||||
Cost method securities
|
2,329
|
|
|
—
|
|
|
2,329
|
|
|
2,498
|
|
|
—
|
|
|
2,498
|
|
||||||
|
$
|
21,675
|
|
|
$
|
(5,658
|
)
|
|
$
|
16,017
|
|
|
$
|
12,787
|
|
|
$
|
(1,368
|
)
|
|
$
|
11,419
|
|
Long-term investments in other assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
939
|
|
|
$
|
168
|
|
|
$
|
1,107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Realized and unrealized gain (loss) on trading investments
|
$
|
(211
|
)
|
|
$
|
539
|
|
|
$
|
2,670
|
|
Other-than-temporary loss on cost-method securities
|
—
|
|
|
(363
|
)
|
|
(53
|
)
|
|||
Other-than-temporary loss on available-for-sale securities
|
—
|
|
|
(55
|
)
|
|
(39
|
)
|
|
Fair Value as of November 30,
|
||||||
Location
|
2011
|
|
2010
|
||||
Other current assets
|
$
|
1
|
|
|
$
|
537
|
|
Accrued liabilities
|
324
|
|
|
170
|
|
|
As of November 30, 2011
|
|
As of November 30, 2010
|
||||||||||||||||||||||||||||
|
Total
|
|
Fair value measurement category
|
|
Total
|
|
Fair value measurement category
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
$
|
25,638
|
|
|
$
|
25,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,848
|
|
|
$
|
11,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities
|
5,808
|
|
|
5,808
|
|
|
—
|
|
|
—
|
|
|
7,909
|
|
|
7,909
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities in short-term investments
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
102
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities in other assets
|
1,107
|
|
|
1,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
537
|
|
|
—
|
|
|
537
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
$
|
—
|
|
Acquisition-related contingent consideration
|
3,065
|
|
|
—
|
|
|
—
|
|
|
3,065
|
|
|
8,450
|
|
|
—
|
|
|
—
|
|
|
8,450
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Realized losses
|
$
|
(1,575
|
)
|
|
$
|
(2,255
|
)
|
|
$
|
(7,986
|
)
|
Unrealized gain (loss)
|
(1,318
|
)
|
|
623
|
|
|
(382
|
)
|
|||
Total realized and unrealized losses
|
$
|
(2,893
|
)
|
|
$
|
(1,632
|
)
|
|
$
|
(8,368
|
)
|
|
As of November 30, 2011
|
|
As of November 30, 2010
|
||||||||||||
|
Carrying
Value |
|
Fair Value
|
|
Carrying
Value |
|
Fair Value
|
||||||||
Cost method investments in short-term investments
|
$
|
2,329
|
|
|
$
|
3,898
|
|
|
$
|
2,498
|
|
|
$
|
3,878
|
|
Long-term accounts receivable
|
5,853
|
|
|
5,853
|
|
|
6,539
|
|
|
6,539
|
|
||||
SYNNEX Canada term loan
|
9,118
|
|
|
9,118
|
|
|
9,677
|
|
|
9,677
|
|
||||
Long-term Infotec Japan credit facility
|
77,290
|
|
|
77,290
|
|
|
—
|
|
|
—
|
|
||||
Infotec Japan term loans
|
15,136
|
|
|
15,136
|
|
|
—
|
|
|
—
|
|
||||
Convertible debt
|
136,163
|
|
|
165,386
|
|
|
131,289
|
|
|
168,821
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net sales financed
|
$
|
745,657
|
|
|
$
|
665,024
|
|
|
$
|
678,380
|
|
Flooring fees
(1)
|
3,349
|
|
|
2,857
|
|
|
3,331
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of November 30
|
||||||
|
2011
|
|
2010
|
||||
|
|
|
|
||||
Convertible debt
|
$
|
136,163
|
|
|
$
|
131,289
|
|
SYNNEX U.S. securitization
|
64,500
|
|
|
209,100
|
|
||
SYNNEX Canada revolving line of credit
|
27,285
|
|
|
36,240
|
|
||
SYNNEX Canada term loan
|
9,118
|
|
|
9,677
|
|
||
Infotec Japan credit facility
|
128,816
|
|
|
—
|
|
||
Infotec Japan term loans and other borrowings
|
17,140
|
|
|
—
|
|
||
Total borrowings
|
383,022
|
|
|
386,306
|
|
||
Less: Current portion
|
(159,200
|
)
|
|
(245,973
|
)
|
||
Non-current portion
|
$
|
223,822
|
|
|
$
|
140,333
|
|
|
As of November 30,
|
||||||
|
2011
|
|
2010
|
||||
|
|
|
|
||||
Principal amount
|
$
|
143,750
|
|
|
$
|
143,750
|
|
Less: Unamortized debt discount
|
(7,587
|
)
|
|
(12,461
|
)
|
||
Net carrying amount
|
$
|
136,163
|
|
|
$
|
131,289
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Amounts attributable to SYNNEX Corporation:
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
$
|
150,331
|
|
|
$
|
116,538
|
|
|
$
|
85,758
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
59
|
|
|
3,909
|
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
11,351
|
|
|
—
|
|
|||
Net income attributable to SYNNEX Corporation
|
$
|
150,331
|
|
|
$
|
127,948
|
|
|
$
|
89,667
|
|
Weighted-average common shares - basic
|
35,830
|
|
|
34,737
|
|
|
32,711
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options, restricted stock awards and restricted stock units
|
735
|
|
|
1,020
|
|
|
1,302
|
|
|||
Conversion spread of convertible debt
|
268
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average common shares - diluted
|
36,833
|
|
|
35,757
|
|
|
34,013
|
|
|||
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4.20
|
|
|
$
|
3.35
|
|
|
$
|
2.62
|
|
Discontinued operations
|
—
|
|
|
0.33
|
|
|
0.12
|
|
|||
Net income per common share - basic
|
$
|
4.20
|
|
|
$
|
3.68
|
|
|
$
|
2.74
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4.08
|
|
|
$
|
3.26
|
|
|
$
|
2.53
|
|
Discontinued operations
|
—
|
|
|
0.32
|
|
|
0.11
|
|
|||
Net income per common share - diluted
|
$
|
4.08
|
|
|
$
|
3.58
|
|
|
$
|
2.64
|
|
|
As of November 30, 2011
|
|
MiTAC International
(1)
|
6,158
|
|
Synnex Technology International Corp.
(2)
|
4,427
|
|
Total
|
10,585
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC International. Excludes
589
shares (of which
379
shares are directly held and
210
shares are subject to exercisable options) held by Matthew Miau.
|
(2)
|
Synnex Technology International Corp. ("Synnex Technology International") is a separate entity from the Company and is a publicly-traded corporation in Taiwan. Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International. MiTAC International owns a noncontrolling interest of
8.7%
in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of
13.9%
in Synnex Technology International. Neither MiTAC International nor Mr. Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.
|
|
Distribution
|
|
GBS
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Fiscal Year Ended November 30, 2009:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
7,639,094
|
|
|
$
|
101,138
|
|
|
$
|
(21,035
|
)
|
|
$
|
7,719,197
|
|
Income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
137,724
|
|
|
11,925
|
|
|
—
|
|
|
149,649
|
|
||||
Depreciation and amortization expense
|
11,980
|
|
|
5,823
|
|
|
—
|
|
|
17,803
|
|
||||
Total assets
|
2,002,750
|
|
|
184,667
|
|
|
(87,507
|
)
|
|
2,099,910
|
|
||||
Fiscal Year Ended November 30, 2010:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
8,526,309
|
|
|
$
|
112,380
|
|
|
$
|
(24,548
|
)
|
|
$
|
8,614,141
|
|
Income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
187,478
|
|
|
11,672
|
|
|
—
|
|
|
199,150
|
|
||||
Depreciation and amortization expense
|
10,846
|
|
|
5,439
|
|
|
—
|
|
|
16,285
|
|
||||
Total assets
|
2,409,998
|
|
|
224,677
|
|
|
(134,814
|
)
|
|
2,499,861
|
|
||||
Fiscal Year Ended November 30, 2011:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
10,275,295
|
|
|
$
|
163,376
|
|
|
$
|
(28,831
|
)
|
|
$
|
10,409,840
|
|
Income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
237,322
|
|
|
18,906
|
|
|
—
|
|
|
256,228
|
|
||||
Depreciation and amortization expense
|
16,120
|
|
|
8,553
|
|
|
—
|
|
|
24,673
|
|
||||
Total assets
|
2,737,600
|
|
|
295,600
|
|
|
(199,905
|
)
|
|
2,833,295
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Revenue
|
|
|
|
|
|
||||||
North America
|
$
|
9,029,574
|
|
|
$
|
8,467,173
|
|
|
$
|
7,570,604
|
|
Asia-Pacific
|
1,283,609
|
|
|
67,124
|
|
|
61,448
|
|
|||
Other
|
96,657
|
|
|
79,844
|
|
|
87,145
|
|
|||
|
$
|
10,409,840
|
|
|
$
|
8,614,141
|
|
|
$
|
7,719,197
|
|
|
Fair Value
|
||
Purchase consideration:
|
|
||
Cash payment
|
$
|
5,888
|
|
Contribution from noncontrolling interest
|
2,504
|
|
|
|
$
|
8,392
|
|
Allocation:
|
|
||
Cash
|
$
|
1,371
|
|
Accounts receivable
|
178,384
|
|
|
Receivable from vendors
|
8,525
|
|
|
Inventories
|
84,553
|
|
|
Other current assets
|
2,119
|
|
|
Property, plant and equipment
|
5,521
|
|
|
Goodwill
|
18,453
|
|
|
Intangible assets
(1)
|
9,103
|
|
|
Other long-term assets
|
4,398
|
|
|
Short-term borrowings
|
(103,646
|
)
|
|
Accounts payable
|
(161,228
|
)
|
|
Accrued liabilities
|
(15,151
|
)
|
|
Long-term borrowings
|
(2,088
|
)
|
|
Other long-term liabilities
|
(21,922
|
)
|
|
|
$
|
8,392
|
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
Revenue
|
|
$
|
10,409,840
|
|
|
$
|
9,768,305
|
|
|
$
|
8,957,546
|
|
Net income attributable to SYNNEX Corporation
|
|
150,331
|
|
|
117,486
|
|
|
81,374
|
|
|||
Net income from continuing operations per share - basic
|
|
$
|
4.20
|
|
|
$
|
3.38
|
|
|
$
|
2.49
|
|
Net income from continuing operations per share - diluted
|
|
$
|
4.08
|
|
|
$
|
3.29
|
|
|
$
|
2.39
|
|
|
Fiscal Years Ended November 30,
|
||||||
|
2010*
|
|
2009
|
||||
Revenue
|
$
|
2,959
|
|
|
$
|
37,081
|
|
Cost of revenue
|
(1,706
|
)
|
|
(16,078
|
)
|
||
Gross profit
|
1,253
|
|
|
21,003
|
|
||
Selling, general and administrative expenses
|
(1,199
|
)
|
|
(15,736
|
)
|
||
Income from operations before non-operating items, income taxes and noncontrolling interest
|
54
|
|
|
5,267
|
|
||
Interest income, net
|
17
|
|
|
413
|
|
||
Other income (expense), net
|
5
|
|
|
(7
|
)
|
||
Income before income taxes and noncontrolling interest
|
76
|
|
|
5,673
|
|
||
Provision for income taxes
|
(1
|
)
|
|
(474
|
)
|
||
Income from discontinued operations
|
75
|
|
|
5,199
|
|
||
Income from discontinued operations attributable to noncontrolling interest
|
(16
|
)
|
|
(1,290
|
)
|
||
Income from discontinued operations attributable to SYNNEX Corporation
|
$
|
59
|
|
|
$
|
3,909
|
|
|
Facility and
Exit Costs
|
||
Balance of accrual as of November 30, 2009
|
$
|
557
|
|
Additional accrual
|
807
|
|
|
Cash payments
|
(734
|
)
|
|
Non-cash charges
|
—
|
|
|
Balance of accrual as of November 30, 2010
|
630
|
|
|
Additional accrual
|
—
|
|
|
Cash payments
|
(630
|
)
|
|
Non-cash charges
|
—
|
|
|
Balance of accrual as of November 30, 2011
|
$
|
—
|
|
Fiscal Years Ending November 30,
|
|
||
2012
|
$
|
21,970
|
|
2013
|
17,248
|
|
|
2014
|
9,763
|
|
|
2015
|
6,121
|
|
|
2016
|
3,242
|
|
|
thereafter
|
11,566
|
|
|
Total minimum lease payments
|
$
|
69,910
|
|
|
Fiscal Year 2011
Three Months Ended
|
|
Fiscal Year 2010
Three Months Ended
|
||||||||||||||||||||||||||||
Statements of Operations Data: (currency and share amounts in thousands except per share amounts)
|
Feb. 28,
2011
|
|
May 31,
2011
|
|
Aug. 31,
2011
|
|
Nov. 30,
2011
|
|
Feb. 28,
2010
|
|
May 31,
2010
|
|
Aug. 31,
2010
|
|
Nov. 30,
2010
|
||||||||||||||||
Revenue
|
$
|
2,500,934
|
|
|
$
|
2,495,802
|
|
|
$
|
2,572,133
|
|
|
$
|
2,840,971
|
|
|
$
|
1,936,038
|
|
|
$
|
2,032,812
|
|
|
$
|
2,177,066
|
|
|
$
|
2,468,225
|
|
Cost of revenue
|
(2,357,138
|
)
|
|
(2,350,694
|
)
|
|
(2,418,380
|
)
|
|
(2,653,130
|
)
|
|
(1,826,877
|
)
|
|
(1,916,145
|
)
|
|
(2,052,197
|
)
|
|
(2,327,306
|
)
|
||||||||
Gross profit
|
143,796
|
|
|
145,108
|
|
|
153,753
|
|
|
187,841
|
|
|
109,161
|
|
|
116,667
|
|
|
124,869
|
|
|
140,919
|
|
||||||||
Selling, general and administrative expenses
|
(92,943
|
)
|
|
(90,948
|
)
|
|
(87,235
|
)
|
|
(103,144
|
)
|
|
(70,208
|
)
|
|
(73,233
|
)
|
|
(72,715
|
)
|
|
(76,310
|
)
|
||||||||
Income from continuing operations before non-operating items, income taxes and noncontrolling interest
|
50,853
|
|
|
54,160
|
|
|
66,518
|
|
|
84,697
|
|
|
38,953
|
|
|
43,434
|
|
|
52,154
|
|
|
64,609
|
|
||||||||
Interest expense and finance charges, net
|
(6,169
|
)
|
|
(6,269
|
)
|
|
(6,472
|
)
|
|
(6,595
|
)
|
|
(3,809
|
)
|
|
(3,736
|
)
|
|
(4,585
|
)
|
|
(4,984
|
)
|
||||||||
Other income (expense), net
|
965
|
|
|
180
|
|
|
(1,214
|
)
|
|
(936
|
)
|
|
1,163
|
|
|
(93
|
)
|
|
(300
|
)
|
|
780
|
|
||||||||
Income from continuing operations before income taxes and noncontrolling interest
|
45,649
|
|
|
48,071
|
|
|
58,832
|
|
|
77,166
|
|
|
36,307
|
|
|
39,605
|
|
|
47,269
|
|
|
60,405
|
|
||||||||
Provision for income taxes
|
(15,978
|
)
|
|
(16,560
|
)
|
|
(19,662
|
)
|
|
(26,964
|
)
|
|
(13,067
|
)
|
|
(14,651
|
)
|
|
(16,319
|
)
|
|
(22,873
|
)
|
||||||||
Income from continuing operations before noncontrolling interest, net of tax
|
29,671
|
|
|
31,511
|
|
|
39,170
|
|
|
50,202
|
|
|
23,240
|
|
|
24,954
|
|
|
30,950
|
|
|
37,532
|
|
||||||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
29,671
|
|
|
31,511
|
|
|
39,170
|
|
|
50,202
|
|
|
34,666
|
|
|
24,954
|
|
|
30,950
|
|
|
37,532
|
|
||||||||
Net (income) loss attributable to noncontrolling interest
|
50
|
|
|
(110
|
)
|
|
(134
|
)
|
|
(29
|
)
|
|
(7
|
)
|
|
(110
|
)
|
|
(36
|
)
|
|
(1
|
)
|
||||||||
Net income attributable to SYNNEX Corporation
|
29,721
|
|
|
31,401
|
|
|
39,036
|
|
|
50,173
|
|
|
34,659
|
|
|
24,844
|
|
|
30,914
|
|
|
37,531
|
|
||||||||
Amounts attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations, net of tax
|
29,721
|
|
|
31,401
|
|
|
39,036
|
|
|
50,173
|
|
|
23,249
|
|
|
24,844
|
|
|
30,914
|
|
|
37,531
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
29,721
|
|
|
$
|
31,401
|
|
|
$
|
39,036
|
|
|
$
|
50,173
|
|
|
$
|
34,659
|
|
|
$
|
24,844
|
|
|
$
|
30,914
|
|
|
$
|
37,531
|
|
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
$
|
0.83
|
|
|
$
|
0.88
|
|
|
$
|
1.09
|
|
|
$
|
1.39
|
|
|
$
|
0.69
|
|
|
$
|
0.72
|
|
|
$
|
0.88
|
|
|
$
|
1.06
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income per common share - basic
|
$
|
0.83
|
|
|
$
|
0.88
|
|
|
$
|
1.09
|
|
|
$
|
1.39
|
|
|
$
|
1.02
|
|
|
$
|
0.72
|
|
|
$
|
0.88
|
|
|
$
|
1.06
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
$
|
0.80
|
|
|
$
|
0.85
|
|
|
$
|
1.07
|
|
|
$
|
1.37
|
|
|
$
|
0.66
|
|
|
$
|
0.70
|
|
|
$
|
0.86
|
|
|
$
|
1.04
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income per common share - diluted
|
$
|
0.80
|
|
|
$
|
0.85
|
|
|
$
|
1.07
|
|
|
$
|
1.37
|
|
|
$
|
0.98
|
|
|
$
|
0.70
|
|
|
$
|
0.86
|
|
|
$
|
1.04
|
|
Weighted-average common shares outstanding - basic
|
35,600
|
|
|
35,693
|
|
|
35,882
|
|
|
36,142
|
|
|
33,880
|
|
|
34,624
|
|
|
35,083
|
|
|
35,351
|
|
||||||||
Weighted-average common shares outstanding - diluted
|
36,963
|
|
|
37,098
|
|
|
36,594
|
|
|
36,675
|
|
|
35,255
|
|
|
35,703
|
|
|
35,910
|
|
|
36,149
|
|
Description
|
Balances at
Beginning of
Fiscal Year
|
|
Additions
Charged to
Revenue and
COGS and
Expense
|
|
Additions
from
Acquisitions
|
|
Reclassifications,
Write-offs and
Deductions
|
|
Balances at
End of Fiscal Year
|
||||||||||
Fiscal Year Ended November 30, 2009
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for sales returns
|
$
|
21,642
|
|
|
$
|
(1,977
|
)
|
|
$
|
—
|
|
|
$
|
817
|
|
|
$
|
20,482
|
|
Allowance for deferred tax assets
|
3,973
|
|
|
1,610
|
|
|
—
|
|
|
242
|
|
|
5,825
|
|
|||||
Fiscal Year Ended November 30, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for sales returns
|
$
|
20,482
|
|
|
$
|
11,861
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
$
|
32,525
|
|
Allowance for deferred tax assets
|
5,825
|
|
|
668
|
|
|
—
|
|
|
(2,631
|
)
|
|
3,862
|
|
|||||
Fiscal Year Ended November 30, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for sales returns
|
$
|
32,525
|
|
|
$
|
10,410
|
|
|
$
|
—
|
|
|
$
|
(7,460
|
)
|
|
$
|
35,475
|
|
Allowance for deferred tax assets
|
3,862
|
|
|
485
|
|
|
3,642
|
|
|
—
|
|
|
7,989
|
|
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
|
1,707,000
|
|
|
$
|
19.52
|
|
|
1,661,253
|
|
(1)(2)
|
(1)
|
Includes the number of shares reserved for issuance under our Amended and Restated 2003 Stock Incentive Plan. The number of shares authorized for issuance under our Amended and Restated 2003 Stock Incentive Plan will not exceed the sum of (1) the number of shares subject to outstanding options granted under our 1997 Stock Option Plan/Stock Issuance Plan, our Special Executive Stock Option/Stock Issuance Plan and our 1993 Stock Option Plan outstanding, to the extent those options expire, terminate or are cancelled for any reason prior to being exercised, plus (2) 5,506,649 shares of common stock; provided, however, that the number of authorized shares under our Amended and Restated 2003 Stock Incentive Plan will not exceed 14,111,761 shares of common stock. Please see Note 3 - Stockholders' Equity of the Notes to the Consolidated Financial Statements for further information regarding the Amended and Restated 2003 Stock Incentive Plan.
|
(2)
|
Includes 750,000 shares available-for-sale pursuant to our 2003 Employee Stock Purchase Plan. Shares of common stock will be purchased at a price equal to 95% of the fair market value per share of common stock on either the first trading day of the offering period or on the last trading day of the accumulation period, whichever is less. Please see Note 3 - Stockholders' Equity of the Notes to the Consolidated Financial Statements for further information regarding the 2003 Employee Stock Purchase Plan.
|
(1)
|
Financial Statements See Index under Item 8.
|
(2)
|
Financial Statements Schedule
|
(3)
|
Exhibits
|
Exhibit
Number
|
|
Description of Document
|
3(i).1
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i).3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
3(ii).2
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed on April 2, 2008).
|
|
|
|
4.1
|
|
Form of Common Stock Certificate (incorporated by reference to the exhibit of the same number to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
4.2
|
|
Indenture related to the 4.0% Convertible Senior Notes due 2018, dated as of May 12, 2008, between SYNNEX Corporation and U.S. Bank National Association, as trustee (including form of 4.0% Convertible Senior Note due 2018) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 16, 2008).
|
|
|
|
10.1#
|
|
Amended and Restated 2003 Stock Incentive Plan and form of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.2#
|
|
Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.3#
|
|
Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.4
|
|
Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
10.5#
|
|
Form of Change of Control Severance Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.6
|
|
Joint Sales and Marketing Agreement, dated May 6, 2002, between the Company and MiTAC International Corporation (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.7
|
|
Fourth Amended and Restated Credit Agreement, dated as of November 12, 2010, by and among the Company, the lenders signatories thereto from time to time, and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report in Form 8-K filed on November 18, 2010).
|
|
|
|
10.8
|
|
Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 23, 2009, among the Originator, the Servicer and SIT Funding Corporation (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report in Form 10-K for the year ended November 30, 2008).
|
|
|
|
10.9
|
|
Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as November 12, 2010, among SIT Funding Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.3 to the Company’s Current Report in Form 8-K filed on November 18, 2010).
|
Exhibit
Number
|
|
Description of Document
|
10.10#
|
|
Offer Letter, dated as of March 23, 2007, between Thomas C. Alsborg and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K on March 28, 2007).
|
|
|
|
10.11#
|
|
Amendment to SYNNEX Corporation Change of Control Severance Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007).
|
|
|
|
10.12#
|
|
SYNNEX Corporation Deferred Compensation Plan, as amended and restated effective January 1, 2005 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007).
|
|
|
|
10.13#
|
|
Offer Letter, dated as of March 27, 2008, by and between the Company and Kevin Murai (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2008).
|
|
|
|
10.14
|
|
First Amendment to Asset Purchase Agreement dated March 31, 2008, by and among the Company and New Age Electronics, Inc., a California corporation (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008).
|
|
|
|
10.15#
|
|
Amendment to the Amended and Restated 2003 Stock Incentive Plan, dated November 21, 2008 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2008).
|
|
|
|
10.16#
|
|
Form of Notice of Stock Option Grant (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.17#
|
|
Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.18#
|
|
2009 Executive Profit Sharing Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.19#
|
|
Form of Restricted Stock Award (Directors) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.20#
|
|
Form of Notice of Restricted Stock Unit Award (Performance Vesting) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2010).
|
|
|
|
10.21
|
|
Stock Purchase Agreement dated as of November 11, 2010, by and among the Registrant, SB Pacific Corporation Limited, a Hong Kong corporation and Marubeni Corporation, a Japanese corporation (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2010).
|
|
|
|
10.22
|
|
Fourth Omnibus Amendment, dated as of January 11, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2010).
|
|
|
|
10.23
|
|
Fifth Amendment to Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 23, 2009, among the Originator, the Servicer and SIT Funding Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 18, 2010).
|
|
|
|
10.24#
|
|
Amendment to Amended and Restated 2003 Stock Incentive Plan.
|
|
|
|
10.25#
|
|
Amendment to SYNNEX Corporation Deferred Compensation Plan.
|
|
|
|
10.26#
|
|
Amendment to SYNNEX Corporation 2009 Executive Profit Sharing Plan.
|
|
|
|
10.27
|
|
Master HP Partner Agreement dated March 1, 2011, by and between the Company and Hewlett-Packard Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 7, 2011).
|
|
|
|
21.1
|
|
Subsidiaries of the Company.
|
Exhibit
Number
|
|
Description of Document
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (see page 95 of this Form 10-K).
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
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.
|
**
|
Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, except as expressly set forth by specific reference in such filing.
|
By:
|
|
/s/ KEVIN M. MURAI
|
|
|
|
Kevin M. Murai
President and Chief Executive Officer
|
|
|
|
|
|
|
Name
|
|
Title
|
|
|
|
|
|
||
/s/ KEVIN M. MURAI
|
|
President and Chief Executive Officer (Principal Executive Officer) and Director
|
|
January 27, 2012
|
Kevin M. Murai
|
|
|
|
|
|
|
|
||
/s/ THOMAS C. ALSBORG
|
|
Chief Financial Officer (Principal Financial and Principal Accounting Officer)
|
|
January 27, 2012
|
Thomas C. Alsborg
|
|
|
|
|
|
|
|
||
/s/ DWIGHT A. STEFFENSEN
|
|
Chairman of the Board
|
|
January 27, 2012
|
Dwight A. Steffensen
|
|
|
|
|
|
|
|
||
/s/ MATTHEW F.C. MIAU
|
|
Chairman Emeritus of the Board
|
|
January 27, 2012
|
Matthew F.C. Miau
|
|
|
|
|
|
|
|
||
/s/ FRED A. BREIDENBACH
|
|
Director
|
|
January 27, 2012
|
Fred A. Breidenbach
|
|
|
|
|
|
|
|
||
/s/ JAMES C. VAN HORNE
|
|
Director
|
|
January 27, 2012
|
James C. Van Horne
|
|
|
|
|
|
|
|
||
/s/ GREGORY L. QUESNEL
|
|
Director
|
|
January 27, 2012
|
Gregory L. Quesnel
|
|
|
|
|
|
|
|
||
/s/ ANDREA M. ZULBERTI
|
|
Director
|
|
January 27, 2012
|
Andrea M. Zulberti
|
|
|
|
|
|
|
|
||
/s/ DUANE E. ZITZNER
|
|
Director
|
|
January 27, 2012
|
Duane E. Zitzner
|
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
3(i).1
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i).3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
3(ii).2
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed on April 2, 2008).
|
|
|
|
4.1
|
|
Form of Common Stock Certificate (incorporated by reference to the exhibit of the same number to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
4.2
|
|
Indenture related to the 4.0% Convertible Senior Notes due 2018, dated as of May 12, 2008, between SYNNEX Corporation and U.S. Bank National Association, as trustee (including form of 4.0% Convertible Senior Note due 2018) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 16, 2008).
|
|
|
|
10.1#
|
|
Amended and Restated 2003 Stock Incentive Plan and form of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.2#
|
|
Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.3#
|
|
Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.4
|
|
Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
10.5#
|
|
Form of Change of Control Severance Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.6
|
|
Joint Sales and Marketing Agreement, dated May 6, 2002, between the Company and MiTAC International Corporation (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.7
|
|
Fourth Amended and Restated Credit Agreement, dated as of November 12, 2010, by and among the Company, the lenders signatories thereto from time to time, and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report in Form 8-K filed on November 18, 2010).
|
|
|
|
10.8
|
|
Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 23, 2009, among the Originator, the Servicer and SIT Funding Corporation (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report in Form 10-K for the year ended November 30, 2008).
|
|
|
|
10.9
|
|
Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as November 12, 2010, among SIT Funding Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.3 to the Company’s Current Report in Form 8-K filed on November 18, 2010).
|
|
|
|
10.10#
|
|
Offer Letter, dated as of March 23, 2007, between Thomas C. Alsborg and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K on March 28, 2007).
|
|
|
|
10.11#
|
|
Amendment to SYNNEX Corporation Change of Control Severance Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007).
|
|
|
|
10.12#
|
|
SYNNEX Corporation Deferred Compensation Plan, as amended and restated effective January 1, 2005 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007).
|
|
|
|
10.13#
|
|
Offer Letter, dated as of March 27, 2008, by and between the Company and Kevin Murai (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2008).
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.14
|
|
First Amendment to Asset Purchase Agreement dated March 31, 2008, by and among the Company and New Age Electronics, Inc., a California corporation (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008).
|
|
|
|
10.15#
|
|
Amendment to the Amended and Restated 2003 Stock Incentive Plan, dated November 21, 2008 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2008).
|
|
|
|
10.16#
|
|
Form of Notice of Stock Option Grant (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.17#
|
|
Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.18#
|
|
2009 Executive Profit Sharing Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.19#
|
|
Form of Restricted Stock Award (Directors) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009).
|
|
|
|
10.20#
|
|
Form of Notice of Restricted Stock Unit Award (Performance Vesting) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2010).
|
|
|
|
10.21
|
|
Stock Purchase Agreement dated as of November 11, 2010, by and among the Registrant, SB Pacific Corporation Limited, a Hong Kong corporation and Marubeni Corporation, a Japanese corporation (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2010).
|
|
|
|
10.22
|
|
Fourth Omnibus Amendment, dated as of January 11, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2010).
|
|
|
|
10.23
|
|
Fifth Amendment to Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 23, 2009, among the Originator, the Servicer and SIT Funding Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 18, 2010).
|
|
|
|
10.24#
|
|
Amendment to Amended and Restated 2003 Stock Incentive Plan.
|
|
|
|
10.25#
|
|
Amendment to SYNNEX Corporation Deferred Compensation Plan.
|
|
|
|
10.26#
|
|
Amendment to SYNNEX Corporation 2009 Executive Profit Sharing Plan.
|
|
|
|
10.27
|
|
Master HP Partner Agreement dated March 1, 2011, by and between the Company and Hewlett-Packard Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 7, 2011).
|
|
|
|
21.1
|
|
Subsidiaries of the Company.
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (see page 95 of this Form 10-K).
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
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.
|
**
|
Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, except as expressly set forth by specific reference in such filing.
|
|
|
|
Name of the Subsidiary
|
|
State or Country in Which Organized
|
|
|
|
230905 Ontario Limited
|
|
Canada
|
Aspire Technology Limited
|
|
England
|
|
|
|
ComputerLand Corporation
|
|
California
|
|
|
|
Concentrix BPO Private Limited
|
|
India
|
|
|
|
Concentrix Corporation
|
|
New York
|
|
|
|
Concentrix Costa Rica, S.A.
|
|
Costa Rica
|
|
|
|
Concentrix Free Trade Zone, S.A.
|
|
Costa Rica
|
|
|
|
Concentrix HK Limited
|
|
Hong Kong
|
|
|
|
Concentrix Nicaragua S.A
|
|
Nicaragua
|
License Online, Inc.
|
|
California
|
|
|
|
Occidental Business Services, S.A.
|
|
Costa Rica
|
|
|
|
Sennex Enterprises Limited
|
|
Hong Kong
|
|
|
|
SIT Funding Corporation
|
|
Delaware
|
|
|
|
SYNNEX Canada Limited
|
|
Canada
|
|
|
|
|
|
|
SYNNEX GBS Limited
|
|
Bermuda
|
|
|
|
SYNNEX GBS, Inc.
|
|
Delaware
|
|
|
|
SYNNEX Information Technologies (Beijing) Ltd.
|
|
China
|
|
|
|
SYNNEX Information Technologies (Chengdu) Ltd.
|
|
China
|
|
|
|
SYNNEX Information Technologies (China) Ltd.
|
|
China
|
|
|
|
SYNNEX Information Technologies (UK) Ltd.
|
|
England
|
|
|
|
SYNNEX Infotec Corporation
|
|
Japan
|
|
|
|
SYNNEX Investment Holdings Corporation
|
|
British Virgin Islands
|
|
|
|
SYNNEX Logistics Corporation
|
|
British Virgin Islands
|
|
|
|
SYNNEX de México, S.A. de C.V.
|
|
Mexico
|
|
|
|
SYNNEX New (BVI) Corporation
|
|
British Virgin Islands
|
|
|
|
SYNNEX NewHK Limited
|
|
Hong Kong
|
|
|
|
SYNNEX Software Technologies (HK) Limited
|
|
Hong Kong
|
|
|
|
SYNNEX-Concentrix Corporation
|
|
British Virgin Islands
|
|
|
|
SYNNEX-Concentrix UK Limited
|
|
England
|
The Global Email Company Limited
|
|
United Kingdom
|
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;
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b)
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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;
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c)
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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
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d)
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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
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a)
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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
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b)
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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.
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/s/ KEVIN M. MURAI
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Kevin M. Murai
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President and Chief Executive Officer
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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a)
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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
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b)
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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.
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/s/ THOMAS C. ALSBORG
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Thomas C. Alsborg
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Chief Financial Officer
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/s/ K
EVIN
M. M
URAI
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Kevin M. Murai
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/s/ T
HOMAS
C. A
LSBORG
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Thomas C. Alsborg
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