x
|
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)
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Title of each classes:
|
|
Name of Stock Exchange on which registered:
|
Common Stock, par value $0.001 per share
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
¨
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Non-accelerated filer
¨
|
Smaller reporting company
¨
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|
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Page
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Item 1.
|
||
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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||
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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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||
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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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||
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Item 15.
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Product Category:
|
|
Peripherals
|
32% - 36%
|
IT Systems
|
28% - 32%
|
System Components and Integration Solutions
|
19% - 23%
|
Software
|
6% - 10%
|
Networking Equipment
|
4% - 8%
|
•
|
the impact of the business acquisitions and dispositions we make;
|
•
|
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;
|
•
|
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, vendor reserves and doubtful accounts;
|
•
|
fluctuations in rates in the currencies in which we transact;
|
•
|
changes in the terms of OEM supplier-inventory protections, such as price protection and return rights; and
|
•
|
the expansion of our design and integration solutions sales and operations, globally.
|
•
|
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;
|
•
|
other financial risks, such as potential liabilities of the businesses we acquire; and
|
•
|
our due diligence process may fail to identify significant issues with the acquired company's product quality, financial disclosures, accounting practices or internal control deficiencies.
|
•
|
incur additional indebtedness;
|
•
|
make investments;
|
•
|
pay dividends or make certain other restricted payments;
|
•
|
repurchase common stock;
|
•
|
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 lenders could declare all outstanding principal and interest to be due and payable;
|
•
|
the lenders under our credit agreements could terminate their commitments to loan us money and, in the case of our secured credit agreements, foreclose against the assets securing their borrowings;
|
•
|
we could be forced to raise additional capital through the issuance of additional, potentially dilutive securities; and
|
•
|
we could be forced into bankruptcy or liquidation, which is likely to result in delays in the payment of our indebtedness and in the exercise of enforcement remedies related to our indebtedness.
|
•
|
political or economic instability;
|
•
|
extensive 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 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
|
|
51
|
|
|
President, Chief Executive Officer and a Director
|
|
Dennis Polk
|
|
48
|
|
|
Chief Operating Officer and a Director
|
|
Peter Larocque
|
|
53
|
|
|
President, North American Distribution
|
|
Marshall Witt
|
|
49
|
|
|
Chief Financial Officer
|
|
Christopher Caldwell
|
|
42
|
|
|
Executive Vice President; President, Concentrix Corporation
|
|
Simon Leung
|
|
49
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
Fiscal Years Ended
|
||||||||||||||||||||||
|
11/30/2009
|
|
11/30/2010
|
|
11/30/2011
|
|
11/30/2012
|
|
11/30/2013
|
|
11/30/2014
|
||||||||||||
SYNNEX Corporation
|
$
|
100.00
|
|
|
$
|
101.24
|
|
|
$
|
103.67
|
|
|
$
|
116.64
|
|
|
$
|
233.70
|
|
|
$
|
252.88
|
|
NYSE Market Index
|
$
|
100.00
|
|
|
$
|
107.63
|
|
|
$
|
111.33
|
|
|
$
|
126.42
|
|
|
$
|
160.03
|
|
|
$
|
176.52
|
|
Computers & Peripheral Equipment
|
$
|
100.00
|
|
|
$
|
108.17
|
|
|
$
|
101.04
|
|
|
$
|
98.36
|
|
|
$
|
140.41
|
|
|
$
|
152.55
|
|
|
Fiscal Years Ended November 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Statements of Operations Data: (in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
13,839,590
|
|
|
$
|
10,845,164
|
|
|
$
|
10,285,507
|
|
|
$
|
10,409,840
|
|
|
$
|
8,614,141
|
|
Cost of revenue
|
(12,740,586
|
)
|
|
(10,190,194
|
)
|
|
(9,628,770
|
)
|
|
(9,779,342
|
)
|
|
(8,122,525
|
)
|
|||||
Gross profit
|
1,099,004
|
|
|
654,970
|
|
|
656,737
|
|
|
630,498
|
|
|
491,616
|
|
|||||
Selling, general and administrative expenses
|
(790,497
|
)
|
|
(414,142
|
)
|
|
(401,725
|
)
|
|
(374,270
|
)
|
|
(292,466
|
)
|
|||||
Income from continuing operations before non-operating items, income taxes, noncontrolling interest
|
308,507
|
|
|
240,828
|
|
|
255,012
|
|
|
256,228
|
|
|
199,150
|
|
|||||
Interest expense and finance charges, net
|
(25,187
|
)
|
|
(17,115
|
)
|
|
(22,930
|
)
|
|
(25,505
|
)
|
|
(17,114
|
)
|
|||||
Other income (expense), net
|
962
|
|
|
14,339
|
|
|
4,471
|
|
|
(1,005
|
)
|
|
1,550
|
|
|||||
Income from continuing operations before income taxes and noncontrolling interest
|
284,282
|
|
|
238,052
|
|
|
236,553
|
|
|
229,718
|
|
|
183,586
|
|
|||||
Provision for income taxes
|
(104,132
|
)
|
|
(85,730
|
)
|
|
(84,050
|
)
|
|
(79,165
|
)
|
|
(66,910
|
)
|
|||||
Income from continuing operations before noncontrolling interest, net of tax
|
180,150
|
|
|
152,322
|
|
|
152,503
|
|
|
150,553
|
|
|
116,676
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,351
|
|
|||||
Net income
|
180,150
|
|
|
152,322
|
|
|
152,503
|
|
|
150,553
|
|
|
128,102
|
|
|||||
Net income attributable to noncontrolling interest
|
(116
|
)
|
|
(85
|
)
|
|
(1,127
|
)
|
|
(222
|
)
|
|
(154
|
)
|
|||||
Net income attributable to SYNNEX Corporation
|
$
|
180,034
|
|
|
$
|
152,237
|
|
|
$
|
151,376
|
|
|
$
|
150,331
|
|
|
$
|
127,948
|
|
Amounts attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of tax
|
180,034
|
|
|
152,237
|
|
|
151.376
|
|
|
150,331
|
|
|
116,538
|
|
|||||
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
|
$
|
180,034
|
|
|
$
|
152,237
|
|
|
$
|
151,376
|
|
|
$
|
150,331
|
|
|
$
|
127,948
|
|
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
4.61
|
|
|
$
|
4.06
|
|
|
$
|
4.08
|
|
|
$
|
4.13
|
|
|
$
|
3.30
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.32
|
|
|||||
Net income per common share - basic
|
$
|
4.61
|
|
|
$
|
4.06
|
|
|
$
|
4.08
|
|
|
$
|
4.13
|
|
|
$
|
3.62
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
4.57
|
|
|
$
|
3.02
|
|
|
$
|
3.96
|
|
|
$
|
4.04
|
|
|
$
|
3.21
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.32
|
|
|||||
Net income per common share - diluted
|
$
|
4.57
|
|
|
$
|
3.02
|
|
|
$
|
3.96
|
|
|
$
|
4.04
|
|
|
$
|
3.53
|
|
Cash dividends declared and paid per share
|
$
|
0.13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of November 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Balance Sheet Data: (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
180,143
|
|
|
$
|
151,622
|
|
|
$
|
163,699
|
|
|
$
|
67,571
|
|
|
$
|
88,038
|
|
Working capital
|
1,178,260
|
|
|
1,142,355
|
|
|
1,085,754
|
|
|
1,066,162
|
|
|
895,185
|
|
|||||
Total assets
|
4,713,042
|
|
|
3,325,889
|
|
|
2,963,262
|
|
|
2,833,295
|
|
|
2,499,861
|
|
|||||
Current borrowings under term loans, lines of credit and convertible debt
|
716,257
|
|
|
252,523
|
|
|
194,134
|
|
|
159,200
|
|
|
245,973
|
|
|||||
Long-term borrowings
|
264,246
|
|
|
65,405
|
|
|
81,152
|
|
|
223,822
|
|
|
140,333
|
|
|||||
Total equity
|
$
|
1,653,985
|
|
|
$
|
1,411,641
|
|
|
$
|
1,319,355
|
|
|
$
|
1,168,458
|
|
|
$
|
992,827
|
|
|
Fiscal Years Ended November 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Other Data: (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization from continuing operations
|
$
|
91,699
|
|
|
$
|
24,462
|
|
|
$
|
24,630
|
|
|
$
|
24,673
|
|
|
$
|
16,285
|
|
Statements of Operations Data:
|
Fiscal Years Ended November 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Revenue
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
Cost of revenue
|
(92.06
|
)
|
|
(93.96
|
)
|
|
(93.61)
|
|
Gross profit
|
7.94
|
|
|
6.04
|
|
|
6.39
|
|
Selling, general and administrative expenses
|
(5.71
|
)
|
|
(3.82
|
)
|
|
(3.91)
|
|
Income from operations before non-operating items, income taxes and noncontrolling interest
|
2.23
|
|
|
2.22
|
|
|
2.48
|
|
Interest expense and finance charges, net
|
(0.19
|
)
|
|
(0.16
|
)
|
|
(0.22)
|
|
Other income, net
|
0.01
|
|
|
0.13
|
|
|
0.04
|
|
Income from operations before income taxes and noncontrolling interest
|
2.05
|
|
|
2.19
|
|
|
2.30
|
|
Provision for income taxes
|
(0.75
|
)
|
|
(0.79
|
)
|
|
(0.82)
|
|
Net income
|
1.30
|
|
|
1.40
|
|
|
1.48
|
|
Net income attributable to noncontrolling interest
|
(0.00)
|
|
|
(0.00)
|
|
|
(0.01)
|
|
Net income attributable to SYNNEX Corporation
|
1.30
|
%
|
|
1.40
|
%
|
|
1.47
|
%
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 to 2013
|
|
2013 to 2012
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
13,839,590
|
|
|
$
|
10,845,164
|
|
|
$
|
10,285,507
|
|
|
27.6
|
%
|
|
5.4
|
%
|
Technology Solutions revenue
|
12,755,514
|
|
|
10,666,215
|
|
|
10,135,795
|
|
|
19.6
|
%
|
|
5.2
|
%
|
|||
Concentrix revenue
|
1,096,214
|
|
|
189,463
|
|
|
159,522
|
|
|
478.6
|
%
|
|
18.8
|
%
|
|||
Inter-segment elimination
|
(12,138
|
)
|
|
(10,514
|
)
|
|
(9,810
|
)
|
|
15.4
|
%
|
|
7.2
|
%
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 to 2013
|
|
2013 to 2012
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
1,099,004
|
|
|
$
|
654,970
|
|
|
$
|
656,737
|
|
|
67.8
|
%
|
|
(0.3
|
)%
|
Gross margin
|
7.94%
|
|
|
6.04%
|
|
|
6.39%
|
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 to 2013
|
|
2013 to 2012
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Selling, general and administrative expenses
|
$
|
790,497
|
|
|
$
|
414,142
|
|
|
$
|
401,725
|
|
|
90.9
|
%
|
|
3.1
|
%
|
Percentage of revenue
|
5.71
|
%
|
|
3.82
|
%
|
|
3.91
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 to 2013
|
|
2013 to 2012
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Income from operations before non-operating items, income taxes and noncontrolling interest
|
$
|
308,507
|
|
|
$
|
240,828
|
|
|
$
|
255,012
|
|
|
28.1
|
%
|
|
(5.6
|
)%
|
Percentage of total revenue (operating margin)
|
2.23
|
%
|
|
2.22
|
%
|
|
2.48
|
%
|
|
|
|
|
|||||
Technology Solutions income from operations before non-operating items, income taxes and noncontrolling interest
|
305,499
|
|
|
237,290
|
|
|
248,924
|
|
|
28.7
|
%
|
|
-4.7
|
%
|
|||
Percentage of Technology Solutions revenue (Technology Solutions operating margin)
|
2.40
|
%
|
|
2.22
|
%
|
|
2.46
|
%
|
|
|
|
|
|||||
Concentrix income from operations before non-operating items, income taxes and noncontrolling interest
|
2,455
|
|
|
3,249
|
|
|
6,376
|
|
|
(24.4
|
)%
|
|
(49.0
|
)%
|
|||
Percentage of Concentrix Revenue (Concentrix operating margin)
|
0.22
|
%
|
|
1.71
|
%
|
|
4.00
|
%
|
|
|
|
|
|||||
Inter-segment elimination
|
553
|
|
|
289
|
|
|
(288
|
)
|
|
91.3
|
%
|
|
(200.3
|
)%
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 to 2013
|
|
2013 to 2012
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|||||||
Interest expense and finance charges, net
|
$
|
25,187
|
|
|
$
|
17,115
|
|
|
$
|
22,930
|
|
|
47.2
|
%
|
|
(25.4
|
)%
|
Percentage of revenue
|
0.18
|
%
|
|
0.16
|
%
|
|
0.22
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 to 2013
|
|
2013 to 2012
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Other income, net
|
$
|
962
|
|
|
$
|
14,339
|
|
|
$
|
4,471
|
|
|
(93.3
|
)%
|
|
220.7
|
%
|
Percentage of revenue
|
0.01
|
%
|
|
0.13
|
%
|
|
0.04
|
%
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
> 5
Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal debt payments
|
$
|
980,393
|
|
|
$
|
716,161
|
|
|
$
|
91,482
|
|
|
$
|
170,446
|
|
|
$
|
2,304
|
|
Interest on debt
|
19,729
|
|
|
6,356
|
|
|
10,814
|
|
|
2,403
|
|
|
156
|
|
|||||
Non-cancellable capital leases
|
110
|
|
|
96
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|||||
Non-cancellable operating leases
|
181,176
|
|
|
55,481
|
|
|
67,055
|
|
|
30,179
|
|
|
28,461
|
|
|||||
Total
|
$
|
1,181,408
|
|
|
$
|
778,094
|
|
|
$
|
169,365
|
|
|
$
|
203,028
|
|
|
$
|
30,921
|
|
|
As of November 30, 2014
|
|
|
(shares in thousands)
|
|
MiTAC Holdings
(1)
|
5,552
|
|
Synnex Technology International Corp.
(2)
|
4,283
|
|
Total
|
9,835
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
372 thousand
shares directly held by Matthew Miau and
224 thousand
shares indirectly held by Mathew Miau through a charitable remainder trust.
|
(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 Holdings owns a noncontrolling interest of
8.7%
in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of
13.6%
in Synnex Technology International. Neither MiTAC Holdings 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, 2014
|
$
|
(46,841
|
)
|
|
$
|
(27,924
|
)
|
|
$
|
(10,998
|
)
|
|
$
|
4,387
|
|
|
$
|
18,017
|
|
|
$
|
30,547
|
|
|
$
|
41,987
|
|
Forward contracts at November 30, 2013
|
$
|
(17,062
|
)
|
|
$
|
(9,961
|
)
|
|
$
|
(3,608
|
)
|
|
$
|
2,110
|
|
|
$
|
7,283
|
|
|
$
|
11,986
|
|
|
$
|
16,280
|
|
|
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
|
$
|
11,331
|
|
|
$
|
11,727
|
|
|
$
|
12,122
|
|
|
$
|
12,518
|
|
|
$
|
12,913
|
|
|
$
|
13,309
|
|
|
$
|
13,704
|
|
SYNNEX Canada
|
979
|
|
|
1,037
|
|
|
1,095
|
|
|
1,152
|
|
|
1,210
|
|
|
1,267
|
|
|
1,325
|
|
|||||||
SYNNEX Infotec
|
1,064
|
|
|
1,072
|
|
|
1,079
|
|
|
1,086
|
|
|
1,094
|
|
|
1,101
|
|
|
1,108
|
|
|||||||
Total for the year ended November 30, 2014
|
$
|
13,374
|
|
|
$
|
13,836
|
|
|
$
|
14,296
|
|
|
$
|
14,756
|
|
|
$
|
15,217
|
|
|
$
|
15,677
|
|
|
$
|
16,137
|
|
|
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
|
$
|
3,020
|
|
|
$
|
3,035
|
|
|
$
|
3,049
|
|
|
$
|
3,063
|
|
|
$
|
3,077
|
|
|
$
|
3,091
|
|
|
$
|
3,106
|
|
SYNNEX Canada
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
SYNNEX Infotec
|
3,183
|
|
|
3,242
|
|
|
3,259
|
|
|
3,224
|
|
|
3,291
|
|
|
3,308
|
|
|
3,324
|
|
|||||||
Total for the year ended November 30, 2013
|
$
|
6,203
|
|
|
$
|
6,277
|
|
|
$
|
6,308
|
|
|
$
|
6,287
|
|
|
$
|
6,368
|
|
|
$
|
6,399
|
|
|
$
|
6,430
|
|
|
|
|
Page
|
Consolidated Financial Statements of SYNNEX Corporation
|
|
Consolidated Balance Sheets as of November 30,
2014 and 2013
|
|
|
|
Financial Statement Schedule
|
|
|
November 30,
2014 |
|
November 30,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
180,143
|
|
|
$
|
151,622
|
|
Short-term investments
|
7,128
|
|
|
15,134
|
|
||
Accounts receivable, net
|
2,091,511
|
|
|
1,593,191
|
|
||
Receivable from related parties
|
332
|
|
|
146
|
|
||
Inventories
|
1,398,463
|
|
|
1,095,107
|
|
||
Current deferred tax assets
|
34,310
|
|
|
22,031
|
|
||
Other current assets
|
188,102
|
|
|
54,502
|
|
||
Total current assets
|
3,899,989
|
|
|
2,931,733
|
|
||
Property and equipment, net
|
200,803
|
|
|
133,249
|
|
||
Goodwill
|
314,213
|
|
|
188,535
|
|
||
Intangible assets, net
|
229,684
|
|
|
23,772
|
|
||
Deferred tax assets
|
10,790
|
|
|
7,867
|
|
||
Other assets
|
57,563
|
|
|
40,733
|
|
||
Total assets
|
$
|
4,713,042
|
|
|
$
|
3,325,889
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings under securitization, term loans and lines of credit
|
$
|
716,257
|
|
|
$
|
252,523
|
|
Accounts payable
|
1,585,606
|
|
|
1,350,040
|
|
||
Payable to related parties
|
5,129
|
|
|
3,861
|
|
||
Accrued liabilities
|
391,608
|
|
|
181,325
|
|
||
Income taxes payable
|
23,129
|
|
|
1,629
|
|
||
Total current liabilities
|
2,721,729
|
|
|
1,789,378
|
|
||
Long-term borrowings
|
264,246
|
|
|
65,405
|
|
||
Long-term liabilities
|
60,215
|
|
|
56,418
|
|
||
Deferred tax liabilities
|
12,867
|
|
|
3,047
|
|
||
Total liabilities
|
3,059,057
|
|
|
1,914,248
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
||||
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, 39,847 and 38,052 shares issued as of November 30, 2014 and 2013, respectively
|
40
|
|
|
38
|
|
||
Additional paid-in capital
|
384,625
|
|
|
286,329
|
|
||
Treasury stock, 923 and 842 shares as of November 30, 2014 and 2013, respectively
|
(32,723
|
)
|
|
(27,450
|
)
|
||
Accumulated other comprehensive income (loss)
|
(6,628
|
)
|
|
19,168
|
|
||
Retained earnings
|
1,308,244
|
|
|
1,133,137
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
1,653,558
|
|
|
1,411,222
|
|
||
Noncontrolling interest
|
427
|
|
|
419
|
|
||
Total equity
|
1,653,985
|
|
|
1,411,641
|
|
||
Total liabilities and equity
|
$
|
4,713,042
|
|
|
$
|
3,325,889
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
13,839,590
|
|
|
$
|
10,845,164
|
|
|
$
|
10,285,507
|
|
Cost of revenue
|
(12,740,586
|
)
|
|
(10,190,194
|
)
|
|
(9,628,770
|
)
|
|||
Gross profit
|
1,099,004
|
|
|
654,970
|
|
|
656,737
|
|
|||
Selling, general and administrative expenses
|
(790,497
|
)
|
|
(414,142
|
)
|
|
(401,725
|
)
|
|||
Income before non-operating items, income taxes and noncontrolling interest
|
308,507
|
|
|
240,828
|
|
|
255,012
|
|
|||
Interest expense and finance charges, net
|
(25,187
|
)
|
|
(17,115
|
)
|
|
(22,930
|
)
|
|||
Other income, net
|
962
|
|
|
14,339
|
|
|
4,471
|
|
|||
Income before income taxes and noncontrolling interest
|
284,282
|
|
|
238,052
|
|
|
236,553
|
|
|||
Provision for income taxes
|
(104,132
|
)
|
|
(85,730
|
)
|
|
(84,050
|
)
|
|||
Net income
|
180,150
|
|
|
152,322
|
|
|
152,503
|
|
|||
Net income attributable to noncontrolling interest
|
(116
|
)
|
|
(85
|
)
|
|
(1,127
|
)
|
|||
Net income attributable to SYNNEX Corporation
|
$
|
180,034
|
|
|
$
|
152,237
|
|
|
$
|
151,376
|
|
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.61
|
|
|
$
|
4.06
|
|
|
$
|
4.08
|
|
Diluted
|
$
|
4.57
|
|
|
$
|
3.02
|
|
|
$
|
3.96
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
38,490
|
|
|
36,888
|
|
|
36,584
|
|
|||
Diluted
|
38,845
|
|
|
37,633
|
|
|
37,747
|
|
|||
Cash dividends declared and paid per share
|
$
|
0.13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
180,150
|
|
|
$
|
152,322
|
|
|
$
|
152,503
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gains on available-for-sale securities, net of $(387) tax for fiscal year ended November 30, 2014, and $0 for fiscal years ended November 31, 2013 and 2012
|
280
|
|
|
384
|
|
|
57
|
|
|||
Change in unrealized gain of defined benefit plan, net of $(159) tax for fiscal year ended November 30, 2014 and $0 for fiscal years ended November 30, 2013 and 2012
|
685
|
|
|
(271
|
)
|
|
69
|
|
|||
Foreign currency translation adjustments, net of tax of $1,020, $875 and $374 for the fiscal years ended November 30, 2014, 2013 and 2012, respectively
|
(26,781
|
)
|
|
(16,364
|
)
|
|
4,628
|
|
|||
Other comprehensive income (loss)
|
(25,816
|
)
|
|
(16,251
|
)
|
|
4,754
|
|
|||
Comprehensive income:
|
154,334
|
|
|
136,071
|
|
|
157,257
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(96
|
)
|
|
(71
|
)
|
|
(518
|
)
|
|||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
154,238
|
|
|
$
|
136,000
|
|
|
$
|
156,739
|
|
|
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, 2011
|
36,571
|
|
|
$
|
37
|
|
|
$
|
310,316
|
|
|
407
|
|
|
$
|
(11,524
|
)
|
|
$
|
30,026
|
|
|
$
|
829,524
|
|
|
$
|
10,079
|
|
|
$
|
1,168,458
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
8,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
8,445
|
|
|||||||
Tax benefits from exercise of non-qualified stock options
|
—
|
|
|
—
|
|
|
3,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,623
|
|
|||||||
Issuance of common stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes
|
777
|
|
|
—
|
|
|
9,539
|
|
|
69
|
|
|
(2,305
|
)
|
|
—
|
|
|
—
|
|
|
96
|
|
|
7,330
|
|
|||||||
Repurchase of Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
(7,782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,782
|
)
|
|||||||
Changes in ownership of noncontrolling interests
|
—
|
|
|
—
|
|
|
(7,624
|
)
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
(10,368
|
)
|
|
(17,976
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
(609
|
)
|
|
4,754
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151,376
|
|
|
1,127
|
|
|
152,503
|
|
|||||||
Balances, November 30, 2012
|
37,348
|
|
|
37
|
|
|
324,292
|
|
|
720
|
|
|
(21,611
|
)
|
|
35,405
|
|
|
980,900
|
|
|
332
|
|
|
1,319,355
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
9,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,174
|
|
|||||||
Tax benefits from exercise of non-qualified stock options
|
—
|
|
|
—
|
|
|
5,355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,355
|
|
|||||||
Issuance of common stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes
|
704
|
|
|
1
|
|
|
8,586
|
|
|
67
|
|
|
(3,957
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,630
|
|
|||||||
Repurchase of Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
(1,882
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,882
|
)
|
|||||||
Conversion premium of convertible debt
|
—
|
|
|
—
|
|
|
(75,120
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,120
|
)
|
|||||||
Deferred tax adjustment for settlement of convertible debt
|
—
|
|
|
—
|
|
|
14,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,033
|
|
|||||||
Changes in ownership of noncontrolling interests
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
25
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,237
|
)
|
|
—
|
|
|
(14
|
)
|
|
(16,251
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,237
|
|
|
85
|
|
|
152,322
|
|
|||||||
Balances, November 30, 2013
|
38,052
|
|
|
38
|
|
|
286,329
|
|
|
842
|
|
|
(27,450
|
)
|
|
19,168
|
|
|
1,133,137
|
|
|
419
|
|
|
1,411,641
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
14,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,076
|
|
|||||||
Tax benefits from exercise of non-qualified stock options
|
—
|
|
|
—
|
|
|
5,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,524
|
|
|||||||
Issuance of common stock on exercise of options, for employee stock purchase plan and vesting of restricted stock, net of shares withheld for employee taxes
|
529
|
|
|
1
|
|
|
7,599
|
|
|
81
|
|
|
(5,273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,327
|
|
|||||||
Common stock issued for the acquisition of the IBM customer relationship management business
|
1,266
|
|
|
1
|
|
|
71,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,106
|
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,927
|
)
|
|
—
|
|
|
(4,927
|
)
|
|||||||
Changes in ownership of noncontrolling interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
(96
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,796
|
)
|
|
—
|
|
|
(20
|
)
|
|
(25,816
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,034
|
|
|
116
|
|
|
180,150
|
|
|||||||
Balances, November 30, 2014
|
39,847
|
|
|
$
|
40
|
|
|
$
|
384,625
|
|
|
923
|
|
|
$
|
(32,723
|
)
|
|
$
|
(6,628
|
)
|
|
$
|
1,308,244
|
|
|
$
|
427
|
|
|
$
|
1,653,985
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
180,150
|
|
|
$
|
152,322
|
|
|
$
|
152,503
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
36,538
|
|
|
16,509
|
|
|
16,341
|
|
|||
Amortization of intangible assets
|
55,161
|
|
|
7,953
|
|
|
8,289
|
|
|||
Accretion of convertible notes discount
|
—
|
|
|
2,314
|
|
|
5,273
|
|
|||
Share-based compensation
|
14,076
|
|
|
9,174
|
|
|
8,445
|
|
|||
Provision for (benefit from) doubtful accounts
|
6,411
|
|
|
2,952
|
|
|
(1,685
|
)
|
|||
Tax benefits from employee stock plans
|
5,524
|
|
|
5,355
|
|
|
3,623
|
|
|||
Excess tax benefit from share-based compensation
|
(5,513
|
)
|
|
(5,445
|
)
|
|
(3,143
|
)
|
|||
Deferred income taxes
|
(26,801
|
)
|
|
2,980
|
|
|
5,964
|
|
|||
(Gains) losses on investments
|
170
|
|
|
(1,058
|
)
|
|
(2,898
|
)
|
|||
Gain on disposal of assets and businesses
|
—
|
|
|
—
|
|
|
(1,290
|
)
|
|||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
(527,945
|
)
|
|
(187,489
|
)
|
|
(112,965
|
)
|
|||
Receivable from related parties
|
(188
|
)
|
|
139
|
|
|
1,058
|
|
|||
Inventories
|
(330,153
|
)
|
|
(155,221
|
)
|
|
49,492
|
|
|||
Other assets
|
(25,815
|
)
|
|
(5,573
|
)
|
|
3,592
|
|
|||
Accounts payable
|
205,093
|
|
|
186,189
|
|
|
108,284
|
|
|||
Payable to related parties
|
1,270
|
|
|
2,635
|
|
|
(1,346
|
)
|
|||
Accrued liabilities
|
168,604
|
|
|
10,420
|
|
|
(736
|
)
|
|||
Deferred liabilities
|
8,646
|
|
|
(8,449
|
)
|
|
3,992
|
|
|||
Net cash provided by (used in) operating activities
|
(234,772
|
)
|
|
35,707
|
|
|
242,793
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of trading investments
|
(761
|
)
|
|
(539
|
)
|
|
(4,047
|
)
|
|||
Proceeds from sale of trading investments
|
3,610
|
|
|
3,650
|
|
|
6,287
|
|
|||
Purchases of held-to-maturity term deposits
|
(13,308
|
)
|
|
(17,173
|
)
|
|
(268
|
)
|
|||
Proceeds from maturity of held-to-maturity term deposits
|
17,517
|
|
|
16,909
|
|
|
—
|
|
|||
Acquisition of businesses, net of cash acquired
|
(384,867
|
)
|
|
(27,123
|
)
|
|
(1,592
|
)
|
|||
Purchase of property and equipment
|
(57,377
|
)
|
|
(28,965
|
)
|
|
(14,481
|
)
|
|||
Repayments received from loans and deposits to third parties
|
2,836
|
|
|
1,867
|
|
|
(1,091
|
)
|
|||
Purchase of cost investment
|
—
|
|
|
(1,705
|
)
|
|
—
|
|
|||
Proceeds from sale of equity-method investment
|
—
|
|
|
4,153
|
|
|
3,480
|
|
|||
Proceeds from sale of cost investment
|
1,877
|
|
|
—
|
|
|
—
|
|
|||
Changes in restricted cash
|
(11,178
|
)
|
|
5,142
|
|
|
2,152
|
|
|||
Net cash used in investing activities
|
(441,651
|
)
|
|
(43,784
|
)
|
|
(9,560
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from securitization and revolving line of credit
|
4,086,359
|
|
|
1,210,315
|
|
|
1,430,395
|
|
|||
Payment of securitization and revolving line of credit
|
(3,625,995
|
)
|
|
(1,055,592
|
)
|
|
(1,533,925
|
)
|
|||
Proceeds from long-term credit facility and term loans
|
225,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of long-term bank loans, capital leases and other borrowings
|
(6,608
|
)
|
|
(1,479
|
)
|
|
(2,949
|
)
|
|||
Payment of Convertible Senior Notes
|
—
|
|
|
(218,870
|
)
|
|
—
|
|
|||
Dividends paid
|
(4,927
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from share-based compensation
|
5,513
|
|
|
5,445
|
|
|
3,143
|
|
|||
Increase (decrease) in book overdraft
|
27,762
|
|
|
60,467
|
|
|
(26,504
|
)
|
|||
Payment of acquisition-related contingent consideration
|
(7,506
|
)
|
|
—
|
|
|
(1,054
|
)
|
|||
Cash paid for repurchase of treasury stock
|
—
|
|
|
(1,882
|
)
|
|
(7,782
|
)
|
|||
Proceeds from issuance of common stock, net of taxes paid for settlement of equity awards
|
2,327
|
|
|
4,630
|
|
|
7,234
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Payment for purchase of shares of subsidiary from noncontrolling interest
|
—
|
|
|
(11,400
|
)
|
|
(6,050
|
)
|
|||
Net cash provided by (used in) financing activities
|
701,925
|
|
|
(8,366
|
)
|
|
(137,492
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
3,019
|
|
|
4,366
|
|
|
387
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
28,521
|
|
|
(12,077
|
)
|
|
96,128
|
|
|||
Cash and cash equivalents at beginning of year
|
151,622
|
|
|
163,699
|
|
|
67,571
|
|
|||
Cash and cash equivalents at end of year
|
$
|
180,143
|
|
|
$
|
151,622
|
|
|
$
|
163,699
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|||||
Interest paid
|
$
|
15,443
|
|
|
$
|
8,386
|
|
|
$
|
14,657
|
|
Income taxes paid
|
$
|
87,163
|
|
|
$
|
88,314
|
|
|
$
|
70,936
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
|
|
||||||
Fair value of common stock issued for acquisition of business
|
$
|
71,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued costs for property and equipment purchases
|
$
|
3,563
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Related to borrowing arrangements and others:
|
|
|
|
||||
Other current assets
|
$
|
34,269
|
|
|
$
|
22,349
|
|
Related to long-term projects:
|
|
|
|
||||
Other assets
|
—
|
|
|
1,865
|
|
||
Total restricted cash
|
$
|
34,269
|
|
|
$
|
24,214
|
|
Customer relationships and lists
|
4-10 years
|
Vendor lists
|
4-10 years
|
Technology
|
5-10 years
|
Other intangible assets
|
1-10 years
|
Preliminary purchase consideration:
|
Fair Value
|
||
Cash payment
|
$
|
390,000
|
|
Stock consideration
|
71,106
|
|
|
Receivable from IBM, net of cash consideration payable of $40,000
|
(45,126
|
)
|
|
Fair value of stock awards assumed
|
2,335
|
|
|
|
$
|
418,315
|
|
Preliminary purchase price allocation:
|
Fair Value
|
||
Cash
|
$
|
5,592
|
|
Accounts receivable
|
22,003
|
|
|
Other current assets
|
24,782
|
|
|
Property, plant and equipment
|
45,093
|
|
|
Goodwill
|
133,910
|
|
|
Intangible assets
|
269,001
|
|
|
Other assets
|
17,121
|
|
|
Accounts payable
|
(32,742
|
)
|
|
Accrued liabilities
|
(33,656
|
)
|
|
Other long-term liabilities
|
(12,679
|
)
|
|
Deferred tax liabilities, noncurrent
|
(20,110
|
)
|
|
|
$
|
418,315
|
|
|
|
Preliminary
Fair Value
|
|
Weighted Average Useful Life
|
||
Customer relationships
|
|
$
|
259,001
|
|
|
10 years
|
Technology
|
|
7,500
|
|
|
5-10 years
|
|
Trade names
|
|
2,500
|
|
|
5 years
|
|
Total intangibles acquired
|
|
$
|
269,001
|
|
|
|
|
Year Ended
|
||||||
|
November 30, 2014
|
|
November 30, 2013
|
||||
Revenue
|
$
|
14,090,752
|
|
|
$
|
12,107,264
|
|
Net income attributable to SYNNEX Corporation
|
185,505
|
|
|
159,298
|
|
||
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
||||
Basic
|
$
|
4.73
|
|
|
$
|
4.11
|
|
Diluted
|
$
|
4.69
|
|
|
$
|
3.10
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of revenue
|
$
|
646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
13,430
|
|
|
9,174
|
|
|
8,445
|
|
|||
Total share-based compensation
|
14,076
|
|
|
9,174
|
|
|
8,445
|
|
|||
Tax effect on share-based compensation
|
(5,156
|
)
|
|
(3,304
|
)
|
|
(3,001
|
)
|
|||
Net effect on net income
|
$
|
8,920
|
|
|
$
|
5,870
|
|
|
$
|
5,444
|
|
|
Fiscal Years Ended November 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Stock option plan:
|
|
|
|
|
|
|||
Expected life (years)
|
5.5
|
|
|
5.6
|
|
|
5.8
|
|
Risk free interest rate
|
1.74
|
%
|
|
1.61
|
%
|
|
0.70
|
%
|
Expected volatility
|
33.40
|
%
|
|
38.71
|
%
|
|
39.75
|
%
|
Dividend yield
|
0.80
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Employee stock purchase plan:
|
|
|
|
|
|
|||
Expected life (years)
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Risk free interest rate
|
0.02% - 0.07%
|
|
|
0.02
|
%
|
|
0.09
|
%
|
Expected volatility
|
28.39% - 37.40%
|
|
|
27.96
|
%
|
|
26.51
|
%
|
Dividend yield
|
0.00% - 0.02%
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
Shares Available
for Grant |
|
Options Outstanding
|
||||||
Number of
Shares |
|
Weighted-Average
Exercise Price Per Share |
|||||||
Balances, November 30, 2013
|
887
|
|
|
934
|
|
|
$
|
26.88
|
|
Adoption of 2013 Stock Incentive Plan
|
1,696
|
|
|
—
|
|
|
—
|
|
|
Restricted stock awards granted
|
(229
|
)
|
|
—
|
|
|
—
|
|
|
Restricted stock units granted
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
Restricted stock cancelled/forfeited
|
36
|
|
|
—
|
|
|
—
|
|
|
Options granted
|
(107
|
)
|
|
107
|
|
|
$
|
62.90
|
|
Options exercised
|
—
|
|
|
(276
|
)
|
|
$
|
21.16
|
|
Options cancelled/forfeited/expired
|
15
|
|
|
(15
|
)
|
|
$
|
26.17
|
|
Balances, November 30, 2014
|
2,146
|
|
|
750
|
|
|
$
|
34.17
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Intrinsic value of options exercised
|
$
|
11,500
|
|
|
$
|
10,749
|
|
|
$
|
9,653
|
|
Cash received from exercise of options
|
5,873
|
|
|
7,163
|
|
|
8,165
|
|
|
Number of
shares |
|
Weighted-average,
grant-date fair value per share |
Nonvested as of November 30, 2013
|
798
|
|
$35.78
|
Awards Granted
|
229
|
|
$61.47
|
Units granted
|
152
|
|
$60.51
|
Awards and units vested
|
(222)
|
|
$33.34
|
Awards and units cancelled/forfeited
|
(36)
|
|
$37.60
|
Nonvested as of November 30, 2014
|
921
|
|
$45.33
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Short-term investments
|
|
|
|
||||
Trading securities
|
$
|
1,987
|
|
|
$
|
4,728
|
|
Held-to-maturity securities
|
5,141
|
|
|
8,753
|
|
||
Cost method investments
|
—
|
|
|
1,653
|
|
||
|
$
|
7,128
|
|
|
$
|
15,134
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Accounts receivable, net
|
|
|
|
||||
Accounts receivable
|
$
|
2,163,690
|
|
|
$
|
1,681,917
|
|
Less: Allowance for doubtful accounts
|
(16,870
|
)
|
|
(14,010
|
)
|
||
Less: Allowance for sales returns
|
(55,309
|
)
|
|
(74,716
|
)
|
||
|
$
|
2,091,511
|
|
|
$
|
1,593,191
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Property and equipment, net
|
|
|
|
||||
Land
|
$
|
38,882
|
|
|
$
|
22,665
|
|
Equipment and computers
|
126,736
|
|
|
107,528
|
|
||
Furniture and fixtures
|
39,512
|
|
|
21,480
|
|
||
Buildings, building improvements and leasehold improvements
|
147,607
|
|
|
113,777
|
|
||
Construction-in-progress
|
12,783
|
|
|
1,621
|
|
||
Total property and equipment, gross
|
365,520
|
|
|
267,071
|
|
||
Less: Accumulated depreciation
|
(164,717
|
)
|
|
(133,822
|
)
|
||
|
$
|
200,803
|
|
|
$
|
133,249
|
|
|
Fiscal Year Ended November 30, 2014
|
|
Fiscal Year Ended November 30, 2013
|
||||||||||||||||||||
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
||||||||||||
Balance, beginning of year
|
$
|
108,218
|
|
|
$
|
80,317
|
|
|
$
|
188,535
|
|
|
$
|
108,999
|
|
|
$
|
80,090
|
|
|
$
|
189,089
|
|
Additions from acquisitions, net of adjustments
|
—
|
|
|
133,910
|
|
|
133,910
|
|
|
5,548
|
|
|
123
|
|
|
5,671
|
|
||||||
Foreign exchange translation
|
(5,307
|
)
|
|
(2,925
|
)
|
|
(8,232
|
)
|
|
(6,329
|
)
|
|
104
|
|
|
(6,225
|
)
|
||||||
Balance, end of year
|
$
|
102,911
|
|
|
$
|
211,302
|
|
|
$
|
314,213
|
|
|
$
|
108,218
|
|
|
$
|
80,317
|
|
|
$
|
188,535
|
|
|
As of November 30, 2014
|
|
As of November 30, 2013
|
||||||||||||||||||||
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
||||||||||||
Customer relationships and lists
|
$
|
299,439
|
|
|
$
|
(83,316
|
)
|
|
$
|
216,123
|
|
|
$
|
52,179
|
|
|
$
|
(35,379
|
)
|
|
$
|
16,800
|
|
Vendor lists
|
36,815
|
|
|
(31,717
|
)
|
|
5,098
|
|
|
36,815
|
|
|
(30,180
|
)
|
|
6,635
|
|
||||||
Technology
|
2,518
|
|
|
(553
|
)
|
|
1,965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other intangible assets
|
11,847
|
|
|
(5,349
|
)
|
|
6,498
|
|
|
4,857
|
|
|
(4,520
|
)
|
|
337
|
|
||||||
|
$
|
350,619
|
|
|
$
|
(120,935
|
)
|
|
$
|
229,684
|
|
|
$
|
93,851
|
|
|
$
|
(70,079
|
)
|
|
$
|
23,772
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Accrued liabilities:
|
|
|
|
||||
Accrued compensation and benefit
|
$
|
125,733
|
|
|
$
|
52,816
|
|
Deferred compensation liability
|
2,791
|
|
|
2,650
|
|
||
Sales tax/Value-added-tax accrual
|
31,763
|
|
|
16,337
|
|
||
Vendor and other claims payable
|
54,434
|
|
|
14,365
|
|
||
Accrued customer rebate
|
23,702
|
|
|
26,383
|
|
||
Deferred revenue
|
12,064
|
|
|
6,865
|
|
||
Business acquisition holdback payable
|
40,000
|
|
|
—
|
|
||
Other accrued liabilities
|
101,121
|
|
|
61,909
|
|
||
|
$
|
391,608
|
|
|
$
|
181,325
|
|
|
|
Unrealized gains on available-for-sale securities, net of taxes
|
|
Unrecognized defined benefit plan costs, net of taxes
|
|
Foreign currency translation adjustment, net of taxes
|
|
Total
|
||||||||
Balance, beginning of year
|
|
$
|
543
|
|
|
$
|
(365
|
)
|
|
$
|
18,990
|
|
|
$
|
19,168
|
|
Other comprehensive income (loss)
|
|
278
|
|
|
684
|
|
|
(26,758
|
)
|
|
(25,796
|
)
|
||||
Balance, end of year
|
|
$
|
821
|
|
|
$
|
319
|
|
|
$
|
(7,768
|
)
|
|
$
|
(6,628
|
)
|
|
As of November 30, 2014
|
|
As of November 30, 2013
|
||||||||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Carrying
Value |
|
Cost Basis
|
|
Unrealized
Gains |
|
Carrying
Value |
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading securities
|
$
|
1,614
|
|
|
$
|
373
|
|
|
$
|
1,987
|
|
|
$
|
3,857
|
|
|
$
|
871
|
|
|
$
|
4,728
|
|
Held-to-maturity investments
|
5,141
|
|
|
—
|
|
|
5,141
|
|
|
8,753
|
|
|
—
|
|
|
8,753
|
|
||||||
Cost method securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1,653
|
|
|
—
|
|
|
1,653
|
|
||||||
|
$
|
6,755
|
|
|
$
|
373
|
|
|
$
|
7,128
|
|
|
$
|
14,263
|
|
|
$
|
871
|
|
|
$
|
15,134
|
|
Long-term investments in other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
843
|
|
|
$
|
897
|
|
|
$
|
1,740
|
|
|
$
|
909
|
|
|
$
|
366
|
|
|
$
|
1,275
|
|
Cost-method investments
|
4,578
|
|
|
—
|
|
|
4,578
|
|
|
4,981
|
|
|
—
|
|
|
4,981
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Gains on trading investments
|
$
|
397
|
|
|
$
|
1,868
|
|
|
$
|
2,602
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Other current assets
|
$
|
4,532
|
|
|
$
|
2,386
|
|
Other current liabilities
|
145
|
|
|
80
|
|
|
As of November 30, 2014
|
|
As of November 30, 2013
|
||||||||||||||||||||||||||||
|
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
|
$
|
29,823
|
|
|
$
|
29,823
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,779
|
|
|
$
|
28,779
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities
|
1,987
|
|
|
1,987
|
|
|
—
|
|
|
—
|
|
|
4,728
|
|
|
4,728
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities
|
1,740
|
|
|
1,740
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
4,532
|
|
|
—
|
|
|
4,532
|
|
|
—
|
|
|
2,386
|
|
|
—
|
|
|
2,386
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
Acquisition-related contingent consideration
|
867
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|
6,077
|
|
|
—
|
|
|
—
|
|
|
6,077
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of November 30
|
||||||
|
2014
|
|
2013
|
||||
SYNNEX U.S. securitization (see Note 10 - Accounts Receivable Arrangements)
|
$
|
578,000
|
|
|
$
|
144,000
|
|
SYNNEX U.S. credit agreement
|
279,375
|
|
|
—
|
|
||
SYNNEX Canada term loan and revolver
|
36,956
|
|
|
7,419
|
|
||
SYNNEX Infotec credit facility
|
53,954
|
|
|
136,679
|
|
||
Other borrowings and capital leases
|
32,218
|
|
|
29,830
|
|
||
Total borrowings
|
980,503
|
|
|
317,928
|
|
||
Less: Current portion
|
(716,257
|
)
|
|
(252,523
|
)
|
||
Non-current portion
|
$
|
264,246
|
|
|
$
|
65,405
|
|
Fiscal Years Ending November 30,
|
|
||
2015
|
$
|
716,257
|
|
2016
|
17,631
|
|
|
2017
|
73,865
|
|
|
2018
|
169,576
|
|
|
2019
|
870
|
|
|
Thereafter
|
2,304
|
|
|
|
$
|
980,503
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Net income attributable to SYNNEX Corporation
|
$
|
180,034
|
|
|
$
|
152,237
|
|
|
$
|
151,376
|
|
Less: net income allocated to participating securities
(1)
|
(2,407
|
)
|
|
(2,310
|
)
|
|
(2,044
|
)
|
|||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
177,627
|
|
|
$
|
149,927
|
|
|
$
|
149,332
|
|
Weighted average number of common shares - basic
|
38,490
|
|
|
36,888
|
|
|
36,584
|
|
|||
Basic earnings per common share
|
$
|
4.61
|
|
|
$
|
4.06
|
|
|
$
|
4.08
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Net income attributable to SYNNEX Corporation
|
$
|
180,034
|
|
|
$
|
152,237
|
|
|
$
|
151,376
|
|
Less: net income allocated to participating securities
(1)
|
(2,386
|
)
|
|
(2,266
|
)
|
|
(1,968
|
)
|
|||
Less: impact of conversion premium of convertible debt
|
—
|
|
|
(36,409
|
)
|
|
—
|
|
|||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
177,648
|
|
|
$
|
113,562
|
|
|
$
|
149,408
|
|
Weighted average number of common shares - basic
|
38,490
|
|
|
36,888
|
|
|
36,584
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock units
|
355
|
|
|
394
|
|
|
423
|
|
|||
Conversion premium of convertible debt
|
—
|
|
|
351
|
|
|
740
|
|
|||
Weighted-average number of common shares - diluted
|
38,845
|
|
|
37,633
|
|
|
37,747
|
|
|||
Diluted earnings per common share
|
$
|
4.57
|
|
|
$
|
3.02
|
|
|
$
|
3.96
|
|
|
|
|
|
|
|
||||||
Anti-dilutive shares excluded from diluted earnings per share calculation
|
10
|
|
|
10
|
|
|
10
|
|
(1)
|
Restricted stock awards granted to employees and non-employee directors by the Company and its subsidiaries are considered participating securities.
|
|
Technology Solutions
|
|
Concentrix
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Fiscal Year ended November 30, 2012:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
10,135,795
|
|
|
$
|
159,522
|
|
|
$
|
(9,810
|
)
|
|
$
|
10,285,507
|
|
Income before non-operating items, income taxes and noncontrolling interest
|
248,924
|
|
|
6,376
|
|
|
(288
|
)
|
|
255,012
|
|
||||
Depreciation and amortization expense
|
14,717
|
|
|
9,913
|
|
|
—
|
|
|
24,630
|
|
||||
Total assets
|
$
|
2,917,213
|
|
|
$
|
263,318
|
|
|
$
|
(217,269
|
)
|
|
$
|
2,963,262
|
|
Fiscal Year ended November 30, 2013:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
10,666,215
|
|
|
$
|
189,463
|
|
|
$
|
(10,514
|
)
|
|
$
|
10,845,164
|
|
Income before non-operating items, income taxes and noncontrolling interest
|
237,290
|
|
|
3,249
|
|
|
289
|
|
|
240,828
|
|
||||
Depreciation and amortization expense
|
14,710
|
|
|
10,114
|
|
|
(362
|
)
|
|
24,462
|
|
||||
Total assets
|
$
|
3,271,804
|
|
|
$
|
273,135
|
|
|
$
|
(219,050
|
)
|
|
$
|
3,325,889
|
|
Fiscal Year ended November 30, 2014:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
12,755,514
|
|
|
$
|
1,096,214
|
|
|
$
|
(12,138
|
)
|
|
$
|
13,839,590
|
|
Income before non-operating items, income taxes and noncontrolling interest
|
305,499
|
|
|
2,455
|
|
|
553
|
|
|
308,507
|
|
||||
Depreciation and amortization expense
|
14,354
|
|
|
77,821
|
|
|
(476
|
)
|
|
91,699
|
|
||||
Total assets
|
$
|
4,422,841
|
|
|
$
|
938,450
|
|
|
$
|
(648,249
|
)
|
|
$
|
4,713,042
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Property and equipment, net
|
|
|
|
||||
United States
|
$
|
100,369
|
|
|
$
|
78,225
|
|
Canada
|
17,131
|
|
|
17,119
|
|
||
Philippines
|
27,077
|
|
|
8,229
|
|
||
Others
|
56,226
|
|
|
29,676
|
|
||
Total
|
$
|
200,803
|
|
|
$
|
133,249
|
|
|
As of November 30, 2014
|
|
MiTAC Holdings
(1)
|
5,552
|
|
Synnex Technology International Corp.
(2)
|
4,283
|
|
Total
|
9,835
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
372
shares directly held by Matthew Miau and
224
shares indirectly held by Mathew Miau through a charitable remainder trust.
|
(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 Holdings owns a noncontrolling interest of
8.7%
in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of
13.6%
in Synnex Technology International. Neither MiTAC Holdings nor Mr. Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.
|
|
Fiscal Year Ended November 30,
|
||||||
|
2014
|
|
2013
|
||||
Benefit obligation at beginning of year
|
$
|
7,400
|
|
|
$
|
8,252
|
|
Service cost
|
564
|
|
|
540
|
|
||
Interest cost
|
101
|
|
|
120
|
|
||
Benefits paid
|
(280
|
)
|
|
(164
|
)
|
||
Actuarial gain or (loss)
|
(419
|
)
|
|
310
|
|
||
Foreign exchange rate changes
|
(1,006
|
)
|
|
(1,658
|
)
|
||
Benefit obligation at end of year
|
$
|
6,360
|
|
|
$
|
7,400
|
|
|
Fiscal Year Ended November 30,
|
||||||
|
2014
|
|
2013
|
||||
Fair value at the beginning of year
|
$
|
3,891
|
|
|
$
|
4,162
|
|
Contribution paid by employer
|
678
|
|
|
655
|
|
||
Actual return on plan assets
|
66
|
|
|
85
|
|
||
Benefits paid
|
(280
|
)
|
|
(164
|
)
|
||
Foreign exchange rate changes
|
(587
|
)
|
|
(847
|
)
|
||
Fair value at the end of year
|
$
|
3,768
|
|
|
$
|
3,891
|
|
Fiscal Years Ending November 30,
|
|
Benefits to be paid
|
|
|
2015
|
|
$
|
228
|
|
2016
|
|
334
|
|
|
2017
|
|
196
|
|
|
2018
|
|
459
|
|
|
2019
|
|
328
|
|
|
2020 - 2024
|
|
$
|
2,470
|
|
|
Fiscal Year Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
$
|
564
|
|
|
$
|
540
|
|
|
$
|
616
|
|
Interest cost
|
101
|
|
|
120
|
|
|
155
|
|
|||
Expected return on plan assets
|
(61
|
)
|
|
(58
|
)
|
|
(63
|
)
|
|||
Net periodic pension costs
|
$
|
604
|
|
|
$
|
602
|
|
|
$
|
708
|
|
|
Fiscal Year Ended November 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate
|
0.7
|
%
|
|
1.4
|
%
|
|
1.7
|
%
|
Average increase in compensation levels
|
2.8
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
|
Fiscal Year Ended November 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate
|
1.4
|
%
|
|
1.7
|
%
|
|
1.9
|
%
|
Average increase in compensation levels
|
2.8
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
Expected return on plan assets
|
1.5
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|
As of November 30, 2014
|
|
As of November 30, 2013
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Cash equivalents
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity and debt securities
|
—
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|
—
|
|
||||||
Life insurance company general accounts
|
—
|
|
|
3,494
|
|
|
—
|
|
|
—
|
|
|
3,632
|
|
|
—
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
198,687
|
|
|
$
|
201,386
|
|
|
$
|
188,800
|
|
Foreign
|
85,595
|
|
|
36,666
|
|
|
47,753
|
|
|||
|
$
|
284,282
|
|
|
$
|
238,052
|
|
|
$
|
236,553
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
81,927
|
|
|
$
|
78,828
|
|
|
$
|
56,605
|
|
State
|
15,020
|
|
|
12,226
|
|
|
11,696
|
|
|||
Foreign
|
33,048
|
|
|
6,709
|
|
|
9,615
|
|
|||
|
$
|
129,995
|
|
|
$
|
97,763
|
|
|
$
|
77,916
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(13,847
|
)
|
|
$
|
(11,650
|
)
|
|
$
|
5,940
|
|
State
|
(2,606
|
)
|
|
(778
|
)
|
|
295
|
|
|||
Foreign
|
(9,410
|
)
|
|
395
|
|
|
(101
|
)
|
|||
|
$
|
(25,863
|
)
|
|
$
|
(12,033
|
)
|
|
$
|
6,134
|
|
|
|
|
|
|
|
||||||
Total tax provision
|
$
|
104,132
|
|
|
$
|
85,730
|
|
|
$
|
84,050
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets - current
|
$
|
34,310
|
|
|
$
|
22,031
|
|
Deferred tax assets - noncurrent
|
10,790
|
|
|
7,867
|
|
||
Deferred tax liabilities - current
|
(506
|
)
|
|
(873
|
)
|
||
Deferred tax liabilities - noncurrent
|
(12,867
|
)
|
|
(3,047
|
)
|
||
Total net deferred tax assets
|
$
|
31,727
|
|
|
$
|
25,978
|
|
|
As of November 30,
|
||||||
|
2014
|
|
2013
|
||||
Assets:
|
|
|
|
||||
Inventory reserves
|
$
|
9,206
|
|
|
$
|
4,074
|
|
Allowance for doubtful accounts and sales return reserves
|
9,174
|
|
|
7,192
|
|
||
Other reserves and accruals
|
11,609
|
|
|
8,810
|
|
||
State tax credits
|
2,878
|
|
|
1,984
|
|
||
Deferred and prepaid compensation
|
9,243
|
|
|
5,278
|
|
||
Net operating losses
|
14,435
|
|
|
15,307
|
|
||
Deferred revenue
|
2,123
|
|
|
836
|
|
||
Foreign tax credit
|
—
|
|
|
152
|
|
||
Share-based compensation expense
|
5,817
|
|
|
4,172
|
|
||
Unrealized losses on investments
|
—
|
|
|
60
|
|
||
Capital losses carryforward
|
159
|
|
|
44
|
|
||
Unrealized losses on forward contracts
|
282
|
|
|
—
|
|
||
Other
|
450
|
|
|
—
|
|
||
Gross deferred tax assets
|
65,376
|
|
|
47,909
|
|
||
Valuation allowance
|
(7,101
|
)
|
|
(7,340
|
)
|
||
Total deferred tax assets
|
$
|
58,275
|
|
|
$
|
40,569
|
|
Liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
(5,750
|
)
|
|
$
|
(6,656
|
)
|
Intangible assets
|
(19,736
|
)
|
|
(6,581
|
)
|
||
Unrealized gains on investments
|
(346
|
)
|
|
—
|
|
||
Unrealized gains on forward contracts
|
—
|
|
|
(680
|
)
|
||
Other
|
(716
|
)
|
|
(674
|
)
|
||
Total deferred tax liabilities
|
$
|
(26,548
|
)
|
|
$
|
(14,591
|
)
|
Net deferred tax assets
|
$
|
31,727
|
|
|
$
|
25,978
|
|
|
Fiscal Years Ended November 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal income tax benefit
|
2.8
|
|
|
3.1
|
|
|
3.0
|
|
Foreign taxes
|
(2.2
|
)
|
|
(3.0
|
)
|
|
(3.1
|
)
|
Other
|
1.0
|
|
|
0.9
|
|
|
0.6
|
|
Effective income tax rate
|
36.6
|
%
|
|
36.0
|
%
|
|
35.5
|
%
|
Balance as of November 30, 2011
|
$
|
19,000
|
|
Additions based on tax positions related to the current year
|
1,888
|
|
|
Additions for tax positions of prior years
|
621
|
|
|
Reductions for tax positions of prior years
|
(364
|
)
|
|
Lapse of statute of limitations
|
(1,226
|
)
|
|
Changes due to translation of foreign currencies
|
76
|
|
|
Balance as of November 30, 2012
|
19,995
|
|
|
Additions based on tax positions related to the current year
|
2,574
|
|
|
Additions for tax positions of prior years
|
343
|
|
|
Reductions for tax positions of prior years
|
(301
|
)
|
|
Lapse of statute of limitations
|
(781
|
)
|
|
Changes due to translation of foreign currencies
|
27
|
|
|
Balance as of November 30, 2013
|
21,857
|
|
|
Additions based on tax positions related to the current year
|
3,943
|
|
|
Additions for tax positions of prior years
|
118
|
|
|
Reductions for tax positions of prior years
|
(3,609
|
)
|
|
Lapse of statute of limitations
|
(400
|
)
|
|
Changes due to translation of foreign currencies
|
(35
|
)
|
|
Balance as of November 30, 2014
|
$
|
21,874
|
|
Fiscal Years Ending November 30,
|
|
||
2015
|
$
|
55,481
|
|
2016
|
38,874
|
|
|
2017
|
28,181
|
|
|
2018
|
19,147
|
|
|
2019
|
11,032
|
|
|
thereafter
|
28,461
|
|
|
Total minimum lease payments
|
$
|
181,176
|
|
|
Fiscal Year 2014
Three Months Ended
|
|
Fiscal Year 2013
Three Months Ended
|
||||||||||||||||||||||||||||
Statements of Operations Data: (currency and share amounts in thousands except per share amounts)
|
Feb. 28,
2014
|
|
May 31,
2014
|
|
Aug. 31,
2014
|
|
Nov. 30,
2014
|
|
Feb. 28,
2013
|
|
May 31,
2013
|
|
Aug. 31,
2013
|
|
Nov. 30,
2013
|
||||||||||||||||
Revenue
|
$
|
3,026,984
|
|
|
$
|
3,453,535
|
|
|
$
|
3,535,202
|
|
|
$
|
3,823,869
|
|
|
$
|
2,460,839
|
|
|
$
|
2,591,361
|
|
|
$
|
2,733,913
|
|
|
$
|
3,059,051
|
|
Cost of revenue
|
(2,820,338
|
)
|
|
(3,174,521
|
)
|
|
(3,235,480
|
)
|
|
(3,510,247
|
)
|
|
(2,304,752
|
)
|
|
(2,436,571
|
)
|
|
(2,569,633
|
)
|
|
(2,879,238
|
)
|
||||||||
Gross profit
|
206,646
|
|
|
279,014
|
|
|
299,722
|
|
|
313,622
|
|
|
156,087
|
|
|
154,790
|
|
|
164,280
|
|
|
179,813
|
|
||||||||
Selling, general and administrative expenses
|
(144,696
|
)
|
|
(210,931
|
)
|
|
(220,920
|
)
|
|
(213,950
|
)
|
|
(100,147
|
)
|
|
(102,826
|
)
|
|
(100,781
|
)
|
|
(110,388
|
)
|
||||||||
Income before non-operating items, income taxes and noncontrolling interest
|
61,950
|
|
|
68,083
|
|
|
78,802
|
|
|
99,672
|
|
|
55,940
|
|
|
51,964
|
|
|
63,499
|
|
|
69,425
|
|
||||||||
Interest expense and finance charges, net
|
(4,498
|
)
|
|
(6,160
|
)
|
|
(7,602
|
)
|
|
(6,927
|
)
|
|
(5,493
|
)
|
|
(4,863
|
)
|
|
(2,983
|
)
|
|
(3,776
|
)
|
||||||||
Other income (expense), net
|
2,968
|
|
|
(197
|
)
|
|
(548
|
)
|
|
(1,261
|
)
|
|
1,261
|
|
|
528
|
|
|
12,159
|
|
|
391
|
|
||||||||
Income before income taxes and noncontrolling interest
|
60,420
|
|
|
61,726
|
|
|
70,652
|
|
|
91,484
|
|
|
51,708
|
|
|
47,629
|
|
|
72,675
|
|
|
66,040
|
|
||||||||
Provision for income taxes
|
(21,962
|
)
|
|
(22,147
|
)
|
|
(25,647
|
)
|
|
(34,376
|
)
|
|
(18,317
|
)
|
|
(16,837
|
)
|
|
(26,042
|
)
|
|
(24,534
|
)
|
||||||||
Net income
|
38,458
|
|
|
39,579
|
|
|
45,005
|
|
|
57,108
|
|
|
33,391
|
|
|
30,792
|
|
|
46,633
|
|
|
41,506
|
|
||||||||
Net income attributable to noncontrolling interest
|
(41
|
)
|
|
(28
|
)
|
|
(19
|
)
|
|
(28
|
)
|
|
(22
|
)
|
|
(23
|
)
|
|
(22
|
)
|
|
(18
|
)
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
38,417
|
|
|
$
|
39,551
|
|
|
$
|
44,986
|
|
|
$
|
57,080
|
|
|
$
|
33,369
|
|
|
$
|
30,769
|
|
|
$
|
46,611
|
|
|
$
|
41,488
|
|
Net income per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
1.01
|
|
|
$
|
1.01
|
|
|
$
|
1.15
|
|
|
$
|
1.45
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
$
|
1.24
|
|
|
$
|
1.10
|
|
Diluted
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.14
|
|
|
$
|
1.44
|
|
|
$
|
0.87
|
|
|
$
|
0.80
|
|
|
$
|
0.17
|
|
|
$
|
1.09
|
|
Weighted-average common shares outstanding - basic
|
37,656
|
|
|
38,663
|
|
|
38,753
|
|
|
38,874
|
|
|
36,663
|
|
|
36,783
|
|
|
36,965
|
|
|
37,139
|
|
||||||||
Weighted-average common shares outstanding - diluted
|
38,065
|
|
|
39,011
|
|
|
39,068
|
|
|
39,223
|
|
|
37,904
|
|
|
37,713
|
|
|
37,346
|
|
|
37,566
|
|
|
Balances at
Beginning of
Fiscal Year
|
|
Additions
Charged to
Revenue and
Expense
|
|
Reclassifications,
Write-offs and
Deductions
|
|
Balances at
End of Fiscal Year
|
||||||||
Fiscal Year Ended November 30, 2012
|
|
|
|
|
|
|
|
||||||||
Allowance for sales returns-gross
|
$
|
35,475
|
|
|
$
|
6,394
|
|
|
$
|
611
|
|
|
$
|
42,480
|
|
Allowance for deferred tax assets
|
7,989
|
|
|
(1,044
|
)
|
|
(523
|
)
|
|
6,422
|
|
||||
Fiscal Year Ended November 30, 2013
|
|
|
|
|
|
|
|
||||||||
Allowance for sales returns-gross
|
$
|
42,480
|
|
|
$
|
33,266
|
|
|
$
|
(1,030
|
)
|
|
$
|
74,716
|
|
Allowance for deferred tax assets
|
6,422
|
|
|
(1,031
|
)
|
|
1,949
|
|
|
7,340
|
|
||||
Fiscal Year Ended November 30, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for sales returns-gross
|
$
|
74,716
|
|
|
$
|
(18,528
|
)
|
|
$
|
(879
|
)
|
|
$
|
55,309
|
|
Allowance for deferred tax assets
|
7,340
|
|
|
(74
|
)
|
|
(165
|
)
|
|
7,101
|
|
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
|
750,000
|
|
(1)
|
$
|
34.17
|
|
|
2,164,073
|
|
(2)(3)
|
(1)
|
Includes the number of shares to be issued under our Amended and Restated 2003 Stock Incentive Plan (“2003 Stock Incentive Plan”) and the 2013 Stock Incentive Plan. Please see Note 4 - Stockholders' Equity of the Notes to the Consolidated Financial Statements for further information regarding the 2003 Stock Incentive Plan and the 2013 Stock Incentive Plan.
|
(2)
|
Includes the number of shares reserved for issuance under our 2013 Stock Incentive Plan. The number of shares authorized for issuance under our 2013 Stock Incentive Plan will not exceed the sum of (1) 1,696,409 shares of common stock plus (2)
any shares under the 2003 Stock Incentive Plan that are subject to outstanding awards to the extent those awards expire, terminate or are canceled for any reason prior to exercise without the issuance or delivery of such shares, any shares subject to vesting restrictions that are subsequently forfeited, and any reserved shares not issued or subject to outstanding awards, up to a maximum of 2,750,000 shares. Please see Note 4 - Stockholders' Equity of the Notes to the Consolidated Financial Statements for further information regarding the 2013 Stock Incentive Plan.
|
(3)
|
Includes
18,087
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 4-Stockholders' Equity of the Notes to the Consolidated Financial Statements for further information regarding the 2003 Employee Stock Purchase Plan.
|
(1)
|
Financial Statements
|
(2)
|
Financial Statements Schedule
|
(3)
|
Exhibits
|
Exhibit
Number
|
|
Description of Document
|
2.01
|
|
Master Asset Purchase Agreement dated as of September 10, 2013, by and between the Company and International Business Machines Corporation, a New York corporation (incorporated by reference to Exhibit 2.01 to the Company’s Current Report on Form 8-K filed on September 10, 2013).
|
|
|
|
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).
|
Exhibit
Number
|
|
Description of Document
|
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
|
|
Credit Agreement, dated as of November 27, 2013, by and among the Company, the subsidiaries of the Company named therein, 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 27, 2013).
|
|
|
|
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#
|
|
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).
|
|
|
|
10.11#
|
|
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).
|
|
|
|
10.12#
|
|
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).
|
|
|
|
10.13#
|
|
Offer Letter between the Company and Marshall Witt dated April 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2013).
|
|
|
|
10.14#
|
|
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).
|
|
|
|
10.15#
|
|
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).
|
|
|
|
10.16#
|
|
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).
|
|
|
|
10.17#
|
|
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).
|
|
|
|
10.18#
|
|
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).
|
|
|
|
10.19#
|
|
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).
|
10.20
|
|
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).
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.21
|
|
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).
|
|
|
|
10.22
|
|
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).
|
|
|
|
10.23#
|
|
Amendment to Amended and Restated 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended November 30, 2011).
|
|
|
|
10.24#
|
|
Amendment to SYNNEX Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended November 30, 2011).
|
|
|
|
10.25#
|
|
Amendment to SYNNEX Corporation 2009 Executive Profit Sharing Plan (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended November 30, 2011).
|
|
|
|
10.26
|
|
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).
|
|
|
|
10.27
|
|
Sixth Amendment to Third Amended and Restated Receivables Sales and Servicing Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 24, 2012).
|
|
|
|
10.28
|
|
Third Amendment to the Fourth Amended and Restated Receivables Funding and Administration Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 24, 2012.
|
|
|
|
10.29
|
|
Omnibus amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sales and Servicing Agreement, dated as of September 25, 2013, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on September 25, 2013).
|
|
|
|
10.30#
|
|
Amendment to the Notice of Stock Option Grant and Stock Option Agreement dated November 8, 2012 between the Company and Thomas Alsborg (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2012).
|
|
|
|
10.31#
|
|
Amendment to the Notice of Restricted Stock Award and Restricted Stock Agreement dated November 8, 2012 between the Company and Thomas Alsborg (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2012).
|
|
|
|
10.32
|
|
Facility Agreement dated as of December 7, 2012, by and among SYNNEX Infotec Corporation, the lenders party thereto, The Royal Bank of Scotland PLC as Agent and DB Trust Company Limited Japan as Security Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 18, 2012).
|
|
|
|
10.33#
|
|
SYNNEX Corporation 2013 Stock Incentive Plan (incorporated by reference to the Company’s 2013 Proxy Statement on Schedule 14A (File No. 001-31892) filed on February 22, 2013).
|
|
|
|
10.34#
|
|
Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2013).
|
|
|
|
10.35
|
|
Omnibus amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sales and Servicing Agreement, dated as of September 25, 2013, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 25, 2013).
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
10.36
|
|
Second Omnibus amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sales and Servicing Agreement, dated as of November 27, 2013, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 27, 2013).
|
|
|
|
10.37
|
|
Amendment Agreement dated as of December 12, 2013, by and among SYNNEX Infotec Corporation, the Company and The Royal Bank of Scotland PLC as Agent (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2013).
|
|
|
|
10.38#
|
|
Promotion Letter to Christopher Caldwell dated February 1, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2014).
|
|
|
|
10.39#
|
|
Form of incentive award agreements related to the SYNNEX Corporation 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2014).
|
|
|
|
10.40
|
|
Third Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Services Agreement, dated as of April 25, 2014, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2014).
|
|
|
|
10.41
|
|
First Amendment to Credit Agreement, dated as of May 28, 2014, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto from time to time, and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2014).
|
|
|
|
10.42
|
|
First Amendment to Credit Agreement, dated as of May 28, 2014, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto from time to time, and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2014).
|
|
|
|
10.43#
|
|
Amendment No. 1 to SYNNEX Corporation 2014 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, 2014).
|
|
|
|
10.44#
|
|
Amendment No. 2 to the SYNNEX Corporation 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 2014).
|
|
|
|
10.45†
|
|
Fourth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of November 6, 2014, by and among SIT Funding Corporation, SYNNEX Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 13, 2014).
|
|
|
|
10.46
|
|
Joinder Agreement, dated as of November 29, 2014, by Hyve Solutions Corporation.
|
|
|
|
21.1
|
|
Subsidiaries of the Company
|
|
|
|
23.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (see page
98
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
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition 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.
|
†
|
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
|
By:
|
|
/s/ Kevin M. Murai
|
|
|
|
Kevin M. Murai
President and Chief Executive Officer
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Name
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Title
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Date
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/s/ Kevin M. Murai
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President and Chief Executive Officer (Principal Executive Officer) and Director
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January 29, 2015
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Kevin M. Murai
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/s/ Marshall W. Witt
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Chief Financial Officer (Principal Financial and Principal Accounting Officer)
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January 29, 2015
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Marshall W. Witt
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/s/ Dwight A. Steffensen
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Chairman of the Board
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January 29, 2015
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Dwight A. Steffensen
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/s/ Matthew F.C. Miau
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Chairman Emeritus of the Board
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January 29, 2015
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Matthew F.C. Miau
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/s/ Fred A. Breidenbach
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Director
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January 29, 2015
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Fred A. Breidenbach
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/s/ Hau Lee
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Director
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January 29, 2015
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Hau Lee
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/s/ Dennis Polk
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Director
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January 29, 2015
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Dennis Polk
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/s/ Gregory L. Quesnel
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Director
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January 29, 2015
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Gregory L. Quesnel
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/s/ Thomas S. Wurster
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Director
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January 29, 2015
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Thomas S. Wurster
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/s/ Duane E. Zitzner
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Director
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January 29, 2015
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Duane E. Zitzner
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/s/ Andrea M. Zulberti
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Director
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January 29, 2015
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Andrea M. Zulberti
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Exhibit
Number
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Description of Document
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2.01
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Master Asset Purchase Agreement dated as of September 10, 2013, by and between the Company and International Business Machines Corporation, a New York corporation (incorporated by reference to Exhibit 2.01 to the Company’s Current Report on Form 8-K filed on September 10, 2013).
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3(i).1
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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)).
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3(ii).2
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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).
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4.1
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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)).
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4.2
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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).
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10.1#
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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).
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10.2#
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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).
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10.3#
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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).
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10.4
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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)).
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10.5#
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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)).
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10.6
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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)).
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10.7
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Credit Agreement, dated as of November 27, 2013, by and among the Company, the subsidiaries of the Company named therein, 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 27, 2013).
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10.8
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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).
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10.9
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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).
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10.10#
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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).
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10.11#
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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).
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10.12#
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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).
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10.13#
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Offer Letter between the Company and Marshall Witt dated April 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2013).
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Exhibit
Number
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Description of Document
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10.14#
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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).
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10.15#
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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).
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10.16#
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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).
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10.17#
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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).
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10.18#
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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).
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10.19#
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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).
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10.20
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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).
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10.21
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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).
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10.22
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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).
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10.23#
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Amendment to Amended and Restated 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended November 30, 2011).
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10.24#
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Amendment to SYNNEX Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended November 30, 2011).
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10.25#
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Amendment to SYNNEX Corporation 2009 Executive Profit Sharing Plan (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended November 30, 2011).
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10.26
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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).
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10.27
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Sixth Amendment to Third Amended and Restated Receivables and Sales Servicing Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 24, 2012).
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10.28
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Third Amendment to the Fourth Amended and Restated Receivables Funding and Administration Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 24, 2012.
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10.29
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Omnibus amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sales and Servicing Agreement, dated as of September 25, 2013, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 25, 2013).
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10.30#
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Amendment to the Notice of Stock Option Grant and Stock Option Agreement dated November 8, 2012 between the Company and Thomas Alsborg (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2012).
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Exhibit
Number
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Description of Document
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10.31#
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Amendment to the Notice of Restricted Stock Award and Restricted Stock Agreement dated November 8, 2012 between the Company and Thomas Alsborg (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2012).
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10.32
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Facility Agreement dated as of December 7, 2012, by and among SYNNEX Infotec Corporation, the lenders party thereto, The Royal Bank of Scotland PLC as Agent and DB Trust Company Limited Japan as Security Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 18, 2012).
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10.33#
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SYNNEX Corporation 2013 Stock Incentive Plan (incorporated by reference to the Company’s 2013 Proxy Statement on Schedule 14A (File No. 001-31892) filed on February 22, 2013).
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10.34#
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Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2013).
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10.35
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Omnibus amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sales and Servicing Agreement, dated as of September 25, 2013, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 25, 2013).
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10.36
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Second Omnibus amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sales and Servicing Agreement, dated as of November 27, 2013, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 27, 2013).
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10.37
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Amendment Agreement dated as of December 12, 2013, by and among SYNNEX Infotec Corporation, the Company and The Royal Bank of Scotland PLC as Agent (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2013).
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10.38#
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Promotion Letter to Christopher Caldwell dated February 1, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2014).
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10.39#
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Form of incentive award agreements related to the SYNNEX Corporation 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2014).
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10.40
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Third Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Services Agreement, dated as of April 25, 2014, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2014).
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10.41
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First Amendment to Credit Agreement, dated as of May 28, 2014, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto from time to time, and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2014).
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10.42
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First Amendment to Credit Agreement, dated as of May 28, 2014, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto from time to time, and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2014).
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10.43#
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Amendment No. 1 to SYNNEX Corporation 2014 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, 2014).
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10.44#
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Amendment No. 2 to the SYNNEX Corporation 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 2014).
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10.45†
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Fourth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of November 6, 2014, by and among SIT Funding Corporation, SYNNEX Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 13, 2014).
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Exhibit
Number
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Description of Document
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10.46
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Joinder Agreement, dated as of November 29, 2014, by Hyve Solutions Corporation.
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21.1
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Subsidiaries of the Company
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (see page
98
of this Form 10-K).
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31.1
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Rule 13a-14(a) Certification of Chief Executive Officer.
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31.2
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Rule 13a-14(a) Certification of Chief Financial Officer.
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32.1*
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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).
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
|
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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|
XBRL Taxonomy Extension Presentation Linkbase Document
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*
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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.
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†
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Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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As of November 30, 2014
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||
Name of the Subsidiary
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State or Country in Which Organized
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BPO Holdco Coöperatief U.A.
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Netherlands
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Concentrix Corporation
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New York
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Concentrix Global Holdings, Inc.
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Delaware
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Concentrix Services (Netherlands) B.V
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Netherlands
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SYNNEX Canada Limited
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Canada
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SYNNEX Finance Hybrid II, LLC
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California
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SYNNEX GBS Limited
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Bermuda
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SYNNEX Investment Holdings Corporation
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British Virgin Islands
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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
|
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
|
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
|
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;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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
|
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.
|
|
/s/ Marshall W. Witt
|
|
Marshall W. Witt
|
|
Chief Financial Officer
|
|
/s/ Kevin M. Murai
|
|
Kevin M. Murai
|
|
|
|
/s/ Marshall W. Witt
|
|
Marshall W. Witt
|