x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
94-2703333
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(State or other jurisdiction of
incorporation or organization)
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|
(IRS Employer
Identification No.)
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|
|
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44201 Nobel Drive
Fremont, California
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94538
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(Address of principal executive offices)
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(Zip Code)
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Title of each classes:
|
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Name of Stock Exchange on which registered:
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Common Stock, par value $0.001 per share
|
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Product Category:
|
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Peripherals
|
29% - 34%
|
IT Systems
|
29%
|
System Components and Integration Solutions
|
20% - 25%
|
Software
|
11%
|
Networking Equipment
|
6% - 7%
|
•
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the impact of the business acquisitions and dispositions we make;
|
•
|
general economic conditions and level of IT and CE spending and outsourced business services;
|
•
|
the loss or consolidation of one or more of our significant OEM suppliers or customers;
|
•
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consolidation of our Concentrix competitors, including insourcing by clients;
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•
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market acceptance, quality, pricing, availability and useful life of our products and services, as well as the mix of our products and services sold;
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•
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competitive conditions in our industry;
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•
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pricing, margin and other terms with our OEM suppliers;
|
•
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decline in inventory value as a result of product obsolescence and market acceptance;
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•
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variations in our levels of excess inventory, vendor reserves and doubtful accounts;
|
•
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fluctuations in rates in the currencies in which we transact;
|
•
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changes in the terms of OEM supplier-inventory protections, such as price protection and return rights; and
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•
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the expansion of our design and integration solutions sales and operations, globally.
|
•
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a government controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi;
|
•
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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, OEM supplier relationships, products, services and businesses with our operations;
|
•
|
risk that the acquired businesses will fail to maintain the quality of services that we have historically provided;
|
•
|
loss of key employees of acquired operations or inability to hire key employees necessary for our expansion;
|
•
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diversion of our capital and management attention away from other business issues;
|
•
|
increase in our expenses and working capital requirements;
|
•
|
in the case of acquisitions that we may make outside of the United States, difficulty in operating in foreign countries and over significant geographical distances;
|
•
|
other financial risks, such as potential liabilities of the businesses we acquire; and
|
•
|
our due diligence process may fail to identify significant issues with the acquired company’s product and service quality, financial disclosures, accounting practices or internal control deficiencies.
|
•
|
incur additional indebtedness;
|
•
|
make investments;
|
•
|
pay dividends or make certain other restricted payments;
|
•
|
repurchase common stock;
|
•
|
consummate certain asset sales or acquisitions;
|
•
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enter into certain transactions with affiliates; and
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•
|
merge, consolidate or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets.
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•
|
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;
|
•
|
fluctuation in foreign currency exchange rates;
|
•
|
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
|
|
53
|
|
|
President, Chief Executive Officer and a Director
|
|
Dennis Polk
|
|
50
|
|
|
Chief Operating Officer and a Director
|
|
Peter Larocque
|
|
55
|
|
|
President, North American Technology Solutions
|
|
Marshall Witt
|
|
51
|
|
|
Chief Financial Officer
|
|
Christopher Caldwell
|
|
44
|
|
|
Executive Vice President; President, Concentrix Corporation
|
|
Simon Leung
|
|
51
|
|
|
Senior Vice President; General Counsel and Corporate Secretary
|
|
Fiscal Years Ended
|
||||||||||||||||||||||
|
11/30/2011
|
|
11/30/2012
|
|
11/30/2013
|
|
11/30/2014
|
|
11/30/2015
|
|
11/30/2016
|
||||||||||||
SYNNEX Corporation
|
$
|
100.00
|
|
|
$
|
112.50
|
|
|
$
|
225.42
|
|
|
$
|
243.92
|
|
|
$
|
324.23
|
|
|
$
|
406.78
|
|
NYSE Composite Index
|
$
|
100.00
|
|
|
$
|
113.56
|
|
|
$
|
143.74
|
|
|
$
|
158.56
|
|
|
$
|
154.54
|
|
|
$
|
165.47
|
|
S&P Midcap 400 Index
|
$
|
100.00
|
|
|
$
|
114.93
|
|
|
$
|
152.08
|
|
|
$
|
170.69
|
|
|
$
|
175.67
|
|
|
$
|
198.91
|
|
Computers & Peripheral Equipment
|
$
|
100.00
|
|
|
$
|
94.44
|
|
|
$
|
140.10
|
|
|
$
|
157.21
|
|
|
$
|
180.18
|
|
|
$
|
218.58
|
|
Concentrix Peer Group
|
$
|
100.00
|
|
|
$
|
120.61
|
|
|
$
|
144.29
|
|
|
$
|
162.55
|
|
|
$
|
206.05
|
|
|
$
|
230.72
|
|
|
Fiscal Years Ended November 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statements of Operations Data: (in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
14,061,837
|
|
|
$
|
13,338,397
|
|
|
$
|
13,839,590
|
|
|
$
|
10,845,164
|
|
|
$
|
10,285,507
|
|
Gross profit
|
1,282,965
|
|
|
1,191,791
|
|
|
1,099,004
|
|
|
654,970
|
|
|
656,737
|
|
|||||
Operating income
|
379,596
|
|
|
354,552
|
|
|
308,507
|
|
|
240,828
|
|
|
255,012
|
|
|||||
Net income
|
235,005
|
|
|
208,607
|
|
|
180,150
|
|
|
152,322
|
|
|
152,503
|
|
|||||
Net income attributable to SYNNEX Corporation
|
234,946
|
|
|
208,525
|
|
|
180,034
|
|
|
152,237
|
|
|
151,376
|
|
|||||
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
5.91
|
|
|
$
|
5.28
|
|
|
$
|
4.61
|
|
|
$
|
4.06
|
|
|
$
|
4.08
|
|
Diluted:
|
$
|
5.88
|
|
|
$
|
5.24
|
|
|
$
|
4.57
|
|
|
$
|
3.02
|
|
|
$
|
3.96
|
|
Cash dividends declared per share
|
$
|
0.85
|
|
|
$
|
0.58
|
|
|
$
|
0.13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of November 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data: (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
380,717
|
|
|
$
|
336,072
|
|
|
$
|
180,143
|
|
|
$
|
151,622
|
|
|
$
|
163,699
|
|
Working capital
|
1,567,281
|
|
|
1,731,624
|
|
|
1,178,260
|
|
|
1,142,355
|
|
|
1,085,754
|
|
|||||
Total assets
|
5,223,263
|
|
|
4,444,147
|
|
|
4,713,042
|
|
|
3,325,889
|
|
|
2,963,262
|
|
|||||
Borrowings, current
|
363,737
|
|
|
92,093
|
|
|
716,257
|
|
|
252,523
|
|
|
194,134
|
|
|||||
Long-term borrowings
|
603,229
|
|
|
638,798
|
|
|
264,246
|
|
|
65,405
|
|
|
81,152
|
|
|||||
Total equity
|
1,975,798
|
|
|
1,799,897
|
|
|
1,653,985
|
|
|
1,411,641
|
|
|
1,319,355
|
|
|
Fiscal Years Ended November 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Other Data: (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
121,293
|
|
|
$
|
103,510
|
|
|
$
|
91,699
|
|
|
$
|
24,462
|
|
|
$
|
24,630
|
|
Statements of Operations Data:
|
Fiscal Years Ended November 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Products revenue
|
88.83
|
%
|
|
89.49
|
%
|
|
92.17
|
%
|
Services revenue
|
11.17
|
|
|
10.51
|
|
|
7.83
|
|
Total revenue
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
Cost of products revenue
|
(84.03
|
)
|
|
(84.54
|
)
|
|
(87.26
|
)
|
Cost of services revenue
|
(6.85
|
)
|
|
(6.52
|
)
|
|
(4.80
|
)
|
Gross profit
|
9.12
|
|
|
8.94
|
|
|
7.94
|
|
Selling, general and administrative expenses
|
(6.42
|
)
|
|
(6.28
|
)
|
|
(5.71
|
)
|
Operating income
|
2.70
|
|
|
2.66
|
|
|
2.23
|
|
Interest expense and finance charges, net
|
(0.21
|
)
|
|
(0.20
|
)
|
|
(0.19
|
)
|
Other income (expense), net
|
0.04
|
|
|
(0.01
|
)
|
|
0.01
|
|
Income before income taxes
|
2.53
|
|
|
2.45
|
|
|
2.05
|
|
Provision for income taxes
|
(0.86
|
)
|
|
(0.89
|
)
|
|
(0.75
|
)
|
Net income
|
1.67
|
|
|
1.56
|
|
|
1.30
|
|
Net income attributable to noncontrolling interest
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
Net income attributable to SYNNEX Corporation
|
1.67
|
|
|
1.56
|
|
|
1.30
|
|
•
|
Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of our business performance. Revenue in constant currency is calculated by translating the revenue of fiscal years
2016
and
2015
in local currency using their comparable prior year’s currency conversion rate. This approach is used for countries where the functional currency is the local currency. Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates or adjusting for currency will be higher or lower than growth reported at actual exchange rates.
|
•
|
Non-GAAP operating income, which is operating income as adjusted to exclude acquisition-related and integration expenses, restructuring costs and amortization of intangible assets.
|
•
|
Non-GAAP operating margin, which is non-GAAP operating income (as defined above) divided by revenue.
|
•
|
Adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, which is non-GAAP operating income as defined above after excluding depreciation.
|
•
|
Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax effected impact of (i) acquisition-related and integration expenses, (ii) restructuring costs, and (iii) amortization of intangible assets.
|
Non-GAAP Financial Information:
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Consolidated
|
|
|
|
|
|
||||||
Revenue
|
$
|
14,061,837
|
|
|
$
|
13,338,397
|
|
|
$
|
13,839,590
|
|
Foreign currency translation
|
37,268
|
|
|
439,229
|
|
|
—
|
|
|||
Revenue in constant currency
|
$
|
14,099,105
|
|
|
$
|
13,777,626
|
|
|
$
|
13,839,590
|
|
|
|
|
|
|
|
||||||
Operating income
|
$
|
379,596
|
|
|
$
|
354,552
|
|
|
$
|
308,507
|
|
Acquisition-related and integration expenses
|
10,393
|
|
|
10,109
|
|
|
43,036
|
|
|||
Restructuring costs
|
4,255
|
|
|
—
|
|
|
—
|
|
|||
Amortization of intangibles
|
55,490
|
|
|
54,756
|
|
|
55,161
|
|
|||
Non-GAAP operating income
|
$
|
449,734
|
|
|
$
|
419,417
|
|
|
$
|
406,704
|
|
Depreciation
|
65,803
|
|
|
48,754
|
|
|
36,538
|
|
|||
Adjusted EBITDA
|
$
|
515,537
|
|
|
$
|
468,171
|
|
|
$
|
443,242
|
|
|
|
|
|
|
|
||||||
Operating margin
|
2.70
|
%
|
|
2.66
|
%
|
|
2.23
|
%
|
|||
Non-GAAP operating margin
|
3.20
|
%
|
|
3.14
|
%
|
|
2.94
|
%
|
|||
|
|
|
|
|
|
||||||
Technology Solutions
|
|
|
|
|
|
||||||
Operating income
|
$
|
315,485
|
|
|
$
|
302,950
|
|
|
$
|
305,499
|
|
Amortization of intangibles
|
2,657
|
|
|
2,630
|
|
|
3,538
|
|
|||
Non-GAAP operating income
|
$
|
318,142
|
|
|
$
|
305,580
|
|
|
$
|
309,037
|
|
Depreciation
|
13,935
|
|
|
12,475
|
|
|
10,817
|
|
|||
Adjusted EBITDA
|
$
|
332,077
|
|
|
$
|
318,055
|
|
|
$
|
319,854
|
|
|
|
|
|
|
|
||||||
Concentrix
|
|
|
|
|
|
||||||
Operating income
|
$
|
63,877
|
|
|
$
|
51,127
|
|
|
$
|
2,455
|
|
Acquisition-related and integration expenses
|
10,393
|
|
|
10,109
|
|
|
43,036
|
|
|||
Restructuring costs
|
4,255
|
|
|
—
|
|
|
—
|
|
|||
Amortization of intangibles
|
52,833
|
|
|
52,126
|
|
|
51,623
|
|
|||
Non-GAAP operating income
|
$
|
131,358
|
|
|
$
|
113,362
|
|
|
$
|
97,114
|
|
Depreciation
|
52,102
|
|
|
36,755
|
|
|
25,953
|
|
|||
Adjusted EBITDA
|
$
|
183,460
|
|
|
$
|
150,117
|
|
|
$
|
123,067
|
|
|
|
|
|
|
|
||||||
Diluted EPS
|
$
|
5.88
|
|
|
$
|
5.24
|
|
|
$
|
4.57
|
|
Acquisition-related and integration expenses
|
0.26
|
|
|
0.25
|
|
|
1.09
|
|
|||
Restructuring costs
|
0.11
|
|
|
—
|
|
|
—
|
|
|||
Amortization of intangibles
|
1.39
|
|
|
1.38
|
|
|
1.40
|
|
|||
Income taxes related to the above
(1)
|
(0.60
|
)
|
|
(0.59
|
)
|
|
(0.91
|
)
|
|||
Non-GAAP diluted EPS
(2)
|
$
|
7.04
|
|
|
$
|
6.28
|
|
|
$
|
6.16
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 to 2015
|
|
2015 to 2014
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
14,061,837
|
|
|
$
|
13,338,397
|
|
|
$
|
13,839,590
|
|
|
5.4
|
%
|
|
(3.6
|
)%
|
Technology Solutions revenue
|
12,490,718
|
|
|
11,936,660
|
|
|
12,755,514
|
|
|
4.6
|
%
|
|
(6.4
|
)%
|
|||
Concentrix revenue
|
1,587,736
|
|
|
1,416,670
|
|
|
1,096,214
|
|
|
12.1
|
%
|
|
29.2
|
%
|
|||
Inter-segment elimination
|
(16,617
|
)
|
|
(14,933
|
)
|
|
(12,138
|
)
|
|
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 to 2015
|
|
2015 to 2014
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
1,282,965
|
|
|
$
|
1,191,791
|
|
|
$
|
1,099,004
|
|
|
7.7
|
%
|
|
8.4
|
%
|
Gross margin
|
9.12
|
%
|
|
8.94
|
%
|
|
7.94
|
%
|
|
|
|
|
|||||
Technology Solutions gross profit
|
675,239
|
|
|
659,830
|
|
|
679,631
|
|
|
2.3
|
%
|
|
(2.9
|
)%
|
|||
Technology Solutions gross margin
|
5.41
|
%
|
|
5.53
|
%
|
|
5.33
|
%
|
|
|
|
|
|||||
Concentrix gross profit
|
615,447
|
|
|
538,314
|
|
|
423,897
|
|
|
14.3
|
%
|
|
27.0
|
%
|
|||
Concentrix gross margin
|
38.76
|
%
|
|
38.00
|
%
|
|
38.67
|
%
|
|
|
|
|
|||||
Inter-segment elimination
|
(7,721
|
)
|
|
(6,353
|
)
|
|
(4,524
|
)
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 to 2015
|
|
2015 to 2014
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Selling, general and administrative expenses
|
$
|
903,369
|
|
|
$
|
837,239
|
|
|
$
|
790,497
|
|
|
7.9
|
%
|
|
5.9
|
%
|
Percentage of revenue
|
6.42
|
%
|
|
6.28
|
%
|
|
5.71
|
%
|
|
|
|
|
|||||
Technology Solutions selling, general and administrative expenses
|
359,754
|
|
|
356,880
|
|
|
374,133
|
|
|
0.8
|
%
|
|
(4.6
|
)%
|
|||
Technology Solutions percentage of revenue
|
2.88
|
%
|
|
2.99
|
%
|
|
2.93
|
%
|
|
|
|
|
|||||
Concentrix selling, general and administrative expenses
|
551,570
|
|
|
487,187
|
|
|
421,442
|
|
|
13.2
|
%
|
|
15.6
|
%
|
|||
Concentrix percentage of revenue
|
34.74
|
%
|
|
34.39
|
%
|
|
38.45
|
%
|
|
|
|
|
|||||
Inter-segment elimination
|
(7,955
|
)
|
|
(6,828
|
)
|
|
(5,078
|
)
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 to 2015
|
|
2015 to 2014
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
379,596
|
|
|
$
|
354,552
|
|
|
$
|
308,507
|
|
|
7.1
|
%
|
|
14.9
|
%
|
Operating margin
|
2.70
|
%
|
|
2.66
|
%
|
|
2.23
|
%
|
|
|
|
|
|||||
Technology Solutions operating income
|
315,485
|
|
|
302,950
|
|
|
305,499
|
|
|
4.1
|
%
|
|
(0.8
|
)%
|
|||
Technology Solutions operating margin
|
2.53
|
%
|
|
2.54
|
%
|
|
2.40
|
%
|
|
|
|
|
|||||
Concentrix operating income
|
63,877
|
|
|
51,127
|
|
|
2,455
|
|
|
24.9
|
%
|
|
1,982.6
|
%
|
|||
Concentrix operating margin
|
4.02
|
%
|
|
3.61
|
%
|
|
0.22
|
%
|
|
|
|
|
|||||
Inter-segment elimination
|
234
|
|
|
475
|
|
|
553
|
|
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 to 2015
|
|
2015 to 2014
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|||||||
Interest expense and finance charges, net
|
$
|
28,993
|
|
|
$
|
26,296
|
|
|
$
|
25,187
|
|
|
10.3
|
%
|
|
4.4
|
%
|
Percentage of revenue
|
0.21
|
%
|
|
0.20
|
%
|
|
0.19
|
%
|
|
|
|
|
|
Fiscal Years Ended November 30,
|
|
Percent Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 to 2015
|
|
2015 to 2014
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Other income (expense), net
|
$
|
5,461
|
|
|
$
|
(1,061
|
)
|
|
$
|
962
|
|
|
614.7
|
%
|
|
(210.3
|
)%
|
Percentage of revenue
|
0.04
|
%
|
|
(0.01
|
)%
|
|
0.01
|
%
|
|
|
|
|
|
Three Months Ended
|
||||||||||
|
November 30, 2016
|
|
November 30, 2015
|
|
November 30, 2014
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Days sales outstanding
|
|
|
|
|
|
||||||
Revenue (products and services)
|
$
|
3,886,902
|
|
|
$
|
3,549,617
|
|
|
$
|
3,823,869
|
|
Accounts receivable, including receivable from related parties
|
1,756,596
|
|
|
1,759,605
|
|
|
2,091,843
|
|
|||
Days sales outstanding
|
41
|
|
|
45
|
|
|
50
|
|
|||
|
|
|
|
|
|
||||||
Days inventory outstanding
|
|
|
|
|
|
||||||
Cost of revenue (products and services)
|
$
|
3,508,116
|
|
|
$
|
3,236,881
|
|
|
$
|
3,510,247
|
|
Inventories
|
1,741,734
|
|
|
1,328,967
|
|
|
1,398,463
|
|
|||
Days inventory outstanding
|
45
|
|
|
37
|
|
|
36
|
|
|||
|
|
|
|
|
|
||||||
Days payable outstanding
|
|
|
|
|
|
||||||
Cost of revenue (products and services)
|
$
|
3,508,116
|
|
|
$
|
3,236,881
|
|
|
$
|
3,510,247
|
|
Accounts payable, including payable to related parties
|
1,713,834
|
|
|
1,452,855
|
|
|
1,590,735
|
|
|||
Days payable outstanding
|
44
|
|
|
41
|
|
|
41
|
|
|||
|
|
|
|
|
|
||||||
Cash conversion cycle
|
42
|
|
|
41
|
|
|
45
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
> 5
Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal debt payments
|
$
|
966,927
|
|
|
$
|
363,725
|
|
|
$
|
165,701
|
|
|
$
|
437,501
|
|
|
$
|
—
|
|
Interest on debt
|
65,024
|
|
|
19,672
|
|
|
37,629
|
|
|
7,723
|
|
|
—
|
|
|||||
Non-cancellable capital leases
|
39
|
|
|
12
|
|
|
24
|
|
|
3
|
|
|
—
|
|
|||||
Non-cancellable operating leases
|
374,965
|
|
|
81,395
|
|
|
134,347
|
|
|
81,931
|
|
|
77,292
|
|
|||||
Total
|
$
|
1,406,955
|
|
|
$
|
464,804
|
|
|
$
|
337,701
|
|
|
$
|
527,158
|
|
|
$
|
77,292
|
|
|
As of November 30, 2016
|
|
|
(shares in thousands)
|
|
MiTAC Holdings
(1)
|
5,449
|
|
Synnex Technology International Corp.
(2)
|
4,209
|
|
Total
|
9,658
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
374 thousand
shares directly held by Matthew Miau and
218 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, 2016
|
$
|
(15,259
|
)
|
|
$
|
(9,310
|
)
|
|
$
|
(3,986
|
)
|
|
$
|
721
|
|
|
$
|
5,140
|
|
|
$
|
9,080
|
|
|
$
|
12,678
|
|
Forward contracts at November 30, 2015
|
$
|
(22,488
|
)
|
|
$
|
(13,664
|
)
|
|
$
|
(5,769
|
)
|
|
$
|
1,287
|
|
|
$
|
7,766
|
|
|
$
|
13,611
|
|
|
$
|
18,947
|
|
|
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
|
$
|
6,233
|
|
|
$
|
6,408
|
|
|
$
|
6,583
|
|
|
$
|
6,759
|
|
|
$
|
6,934
|
|
|
$
|
7,109
|
|
|
$
|
7,284
|
|
SYNNEX Infotec
|
694
|
|
|
701
|
|
|
709
|
|
|
716
|
|
|
723
|
|
|
731
|
|
|
738
|
|
|||||||
Indian subsidiaries
|
138
|
|
|
146
|
|
|
154
|
|
|
162
|
|
|
170
|
|
|
178
|
|
|
186
|
|
|||||||
Total for the year ended November 30, 2016
|
$
|
7,065
|
|
|
$
|
7,255
|
|
|
$
|
7,446
|
|
|
$
|
7,637
|
|
|
$
|
7,827
|
|
|
$
|
8,018
|
|
|
$
|
8,208
|
|
|
Interest Expense Given an Interest
Rate Decrease by X Percent
|
|
Actual Interest
Expense Assuming
No Change in
Interest Rate
|
|
Interest Expense Given an Interest
Rate Increase by X Percent
|
||||||||||||||||||||||
|
15%
|
|
10%
|
|
5%
|
|
5%
|
|
10%
|
|
15%
|
||||||||||||||||
SYNNEX US
|
$
|
4,924
|
|
|
$
|
4,989
|
|
|
$
|
5,055
|
|
|
$
|
5,122
|
|
|
$
|
5,188
|
|
|
$
|
5,255
|
|
|
$
|
5,320
|
|
SYNNEX Canada
|
285
|
|
|
302
|
|
|
319
|
|
|
336
|
|
|
352
|
|
|
369
|
|
|
386
|
|
|||||||
SYNNEX Infotec
|
833
|
|
|
843
|
|
|
852
|
|
|
822
|
|
|
870
|
|
|
879
|
|
|
889
|
|
|||||||
Total for the year ended November 30, 2015
|
$
|
6,042
|
|
|
$
|
6,134
|
|
|
$
|
6,226
|
|
|
$
|
6,280
|
|
|
$
|
6,410
|
|
|
$
|
6,503
|
|
|
$
|
6,595
|
|
|
|
|
Page
|
Consolidated Financial Statements of SYNNEX Corporation
|
|
Consolidated Balance Sheets as of November 30,
2016 and 2015
|
|
|
|
Financial Statement Schedule
|
|
|
November 30,
2016 |
|
November 30,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
380,717
|
|
|
$
|
336,072
|
|
Restricted cash
|
6,265
|
|
|
88,558
|
|
||
Short-term investments
|
5,109
|
|
|
5,546
|
|
||
Accounts receivable, net
|
1,756,494
|
|
|
1,759,491
|
|
||
Receivable from related parties
|
102
|
|
|
114
|
|
||
Inventories
|
1,741,734
|
|
|
1,328,967
|
|
||
Current deferred tax assets
|
49,116
|
|
|
40,510
|
|
||
Other current assets
|
105,572
|
|
|
90,523
|
|
||
Total current assets
|
4,045,109
|
|
|
3,649,781
|
|
||
Property and equipment, net
|
312,716
|
|
|
248,627
|
|
||
Goodwill
|
486,239
|
|
|
298,785
|
|
||
Intangible assets, net
|
298,550
|
|
|
166,567
|
|
||
Deferred tax assets
|
14,448
|
|
|
19,849
|
|
||
Other assets
|
66,201
|
|
|
60,538
|
|
||
Total assets
|
$
|
5,223,263
|
|
|
$
|
4,444,147
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings, current
|
$
|
363,737
|
|
|
$
|
92,093
|
|
Accounts payable
|
1,683,155
|
|
|
1,445,194
|
|
||
Payable to related parties
|
30,679
|
|
|
7,661
|
|
||
Accrued compensation and benefits
|
165,585
|
|
|
135,453
|
|
||
Other accrued liabilities
|
217,575
|
|
|
218,687
|
|
||
Income taxes payable
|
17,097
|
|
|
19,069
|
|
||
Total current liabilities
|
2,477,828
|
|
|
1,918,157
|
|
||
Long-term borrowings
|
603,229
|
|
|
638,798
|
|
||
Other long-term liabilities
|
103,217
|
|
|
76,582
|
|
||
Deferred tax liabilities
|
63,191
|
|
|
10,713
|
|
||
Total liabilities
|
3,247,465
|
|
|
2,644,250
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
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, 40,816 and 40,350 shares issued as of November 30, 2016 and 2015, respectively
|
41
|
|
|
40
|
|
||
Additional paid-in capital
|
440,713
|
|
|
411,687
|
|
||
Treasury stock, 1,339 and 1,161 shares as of November 30, 2016 and 2015, respectively
|
(67,262
|
)
|
|
(51,287
|
)
|
||
Accumulated other comprehensive income (loss)
|
(93,116
|
)
|
|
(55,237
|
)
|
||
Retained earnings
|
1,695,400
|
|
|
1,494,178
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
1,975,776
|
|
|
1,799,381
|
|
||
Noncontrolling interest
|
22
|
|
|
516
|
|
||
Total equity
|
1,975,798
|
|
|
1,799,897
|
|
||
Total liabilities and equity
|
$
|
5,223,263
|
|
|
$
|
4,444,147
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Products
|
$
|
12,490,427
|
|
|
$
|
11,936,282
|
|
|
$
|
12,755,264
|
|
Services
|
1,571,410
|
|
|
1,402,115
|
|
|
1,084,326
|
|
|||
Total revenue
|
14,061,837
|
|
|
13,338,397
|
|
|
13,839,590
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Products
|
(11,815,479
|
)
|
|
(11,276,819
|
)
|
|
(12,075,828
|
)
|
|||
Services
|
(963,393
|
)
|
|
(869,787
|
)
|
|
(664,758
|
)
|
|||
Gross profit
|
1,282,965
|
|
|
1,191,791
|
|
|
1,099,004
|
|
|||
Selling, general and administrative expenses
|
(903,369
|
)
|
|
(837,239
|
)
|
|
(790,497
|
)
|
|||
Operating income
|
379,596
|
|
|
354,552
|
|
|
308,507
|
|
|||
Interest expense and finance charges, net
|
(28,993
|
)
|
|
(26,296
|
)
|
|
(25,187
|
)
|
|||
Other income (expense), net
|
5,461
|
|
|
(1,061
|
)
|
|
962
|
|
|||
Income before income taxes
|
356,064
|
|
|
327,195
|
|
|
284,282
|
|
|||
Provision for income taxes
|
(121,059
|
)
|
|
(118,588
|
)
|
|
(104,132
|
)
|
|||
Net income
|
235,005
|
|
|
208,607
|
|
|
180,150
|
|
|||
Net income attributable to noncontrolling interest
|
(59
|
)
|
|
(82
|
)
|
|
(116
|
)
|
|||
Net income attributable to SYNNEX Corporation
|
$
|
234,946
|
|
|
$
|
208,525
|
|
|
$
|
180,034
|
|
Earnings attributable to SYNNEX Corporation per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.91
|
|
|
$
|
5.28
|
|
|
$
|
4.61
|
|
Diluted
|
$
|
5.88
|
|
|
$
|
5.24
|
|
|
$
|
4.57
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
39,321
|
|
|
39,061
|
|
|
38,490
|
|
|||
Diluted
|
39,530
|
|
|
39,352
|
|
|
38,845
|
|
|||
Cash dividends declared per share
|
$
|
0.85
|
|
|
$
|
0.58
|
|
|
$
|
0.13
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
235,005
|
|
|
$
|
208,607
|
|
|
$
|
180,150
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0, $(87) and $(387) for fiscal years ended November 30, 2016, 2015 and 2014, respectively
|
(234
|
)
|
|
125
|
|
|
280
|
|
|||
Change in unrealized gains (losses) of defined benefit plans, net of taxes of $557, $0 and $(159) for fiscal years ended November 30, 2016, 2015 and 2014, respectively
|
(1,067
|
)
|
|
(103
|
)
|
|
685
|
|
|||
Unrealized losses on cash flow hedges, net of taxes of $540 and $2,250 for fiscal years ended November 30, 2016 and 2015, respectively
|
(919
|
)
|
|
(3,539
|
)
|
|
—
|
|
|||
Foreign currency translation adjustments, net of taxes of $(952), $3,349 and $1,020 for fiscal years ended November 30, 2016, 2015 and 2014, respectively
|
(35,634
|
)
|
|
(45,097
|
)
|
|
(26,781
|
)
|
|||
Other comprehensive loss
|
(37,854
|
)
|
|
(48,614
|
)
|
|
(25,816
|
)
|
|||
Comprehensive income:
|
197,151
|
|
|
159,993
|
|
|
154,334
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(84
|
)
|
|
(77
|
)
|
|
(96
|
)
|
|||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
197,067
|
|
|
$
|
159,916
|
|
|
$
|
154,238
|
|
|
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, 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 equity awards
|
—
|
|
|
—
|
|
|
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
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
13,644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,644
|
|
|||||||
Tax benefits from equity awards
|
—
|
|
|
—
|
|
|
7,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,487
|
|
|||||||
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
|
503
|
|
|
—
|
|
|
5,959
|
|
|
118
|
|
|
(9,828
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,869
|
)
|
|||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
(8,736
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,736
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,591
|
)
|
|
—
|
|
|
(22,591
|
)
|
|||||||
Changes in ownership of noncontrolling interests
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(16
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,609
|
)
|
|
—
|
|
|
(5
|
)
|
|
(48,614
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208,525
|
|
|
82
|
|
|
208,607
|
|
|||||||
Balances, November 30, 2015
|
40,350
|
|
|
40
|
|
|
411,687
|
|
|
1,161
|
|
|
(51,287
|
)
|
|
(55,237
|
)
|
|
1,494,178
|
|
|
516
|
|
|
1,799,897
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
13,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,971
|
|
|||||||
Tax benefits from equity awards
|
—
|
|
|
—
|
|
|
8,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,134
|
|
|||||||
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
|
466
|
|
|
1
|
|
|
7,549
|
|
|
91
|
|
|
(9,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,508
|
)
|
|||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
(6,917
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,917
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,724
|
)
|
|
—
|
|
|
(33,724
|
)
|
|||||||
Changes in ownership of noncontrolling interests
|
—
|
|
|
—
|
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(578
|
)
|
|
(1,206
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,879
|
)
|
|
—
|
|
|
25
|
|
|
(37,854
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,946
|
|
|
59
|
|
|
235,005
|
|
|||||||
Balances, November 30, 2016
|
40,816
|
|
|
$
|
41
|
|
|
$
|
440,713
|
|
|
1,339
|
|
|
$
|
(67,262
|
)
|
|
$
|
(93,116
|
)
|
|
$
|
1,695,400
|
|
|
$
|
22
|
|
|
$
|
1,975,798
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
235,005
|
|
|
$
|
208,607
|
|
|
$
|
180,150
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
121,293
|
|
|
103,510
|
|
|
91,699
|
|
|||
Share-based compensation
|
13,971
|
|
|
13,644
|
|
|
14,076
|
|
|||
Excess tax benefit from share-based compensation
|
(8,308
|
)
|
|
(7,780
|
)
|
|
(5,513
|
)
|
|||
Deferred income taxes
|
(7,409
|
)
|
|
(5,497
|
)
|
|
(25,863
|
)
|
|||
Unrealized foreign exchange (gains) losses
|
(3,009
|
)
|
|
16,029
|
|
|
—
|
|
|||
Others, net
|
2,890
|
|
|
492
|
|
|
6,581
|
|
|||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
|
|
||||||
Accounts receivable, including from related parties
|
97,538
|
|
|
293,080
|
|
|
(528,133
|
)
|
|||
Inventories
|
(410,162
|
)
|
|
40,121
|
|
|
(330,153
|
)
|
|||
Accounts payable, including to related parties
|
265,609
|
|
|
(23,482
|
)
|
|
206,363
|
|
|||
Other assets and liabilities
|
19,533
|
|
|
4,885
|
|
|
156,021
|
|
|||
Net cash provided by (used in) operating activities
|
326,951
|
|
|
643,609
|
|
|
(234,772
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of investments
|
(92,264
|
)
|
|
(10,066
|
)
|
|
(14,069
|
)
|
|||
Proceeds from sale and maturity of investments
|
92,452
|
|
|
11,698
|
|
|
23,004
|
|
|||
Acquisition of businesses, net of cash acquired and refunds
|
(414,801
|
)
|
|
37,299
|
|
|
(384,867
|
)
|
|||
Purchases of property and equipment
|
(123,233
|
)
|
|
(100,106
|
)
|
|
(57,377
|
)
|
|||
(Advances to) repayment by third parties of loans and deposits, net
|
3,428
|
|
|
(539
|
)
|
|
2,836
|
|
|||
Changes in restricted cash, net of acquisition of businesses
|
82,473
|
|
|
(54,435
|
)
|
|
(11,178
|
)
|
|||
Net cash used in investing activities
|
(451,945
|
)
|
|
(116,149
|
)
|
|
(441,651
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings, net of issuance costs
|
3,503,516
|
|
|
2,847,261
|
|
|
4,311,359
|
|
|||
Repayments of borrowings
|
(3,285,687
|
)
|
|
(3,092,506
|
)
|
|
(3,632,603
|
)
|
|||
Dividends paid
|
(33,724
|
)
|
|
(22,591
|
)
|
|
(4,927
|
)
|
|||
Excess tax benefit from share-based compensation
|
8,308
|
|
|
7,780
|
|
|
5,513
|
|
|||
Increase (decrease) in book overdrafts
|
(2,499
|
)
|
|
(82,236
|
)
|
|
27,762
|
|
|||
Repurchases of common stock
|
(6,917
|
)
|
|
(8,736
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
7,550
|
|
|
5,959
|
|
|
7,600
|
|
|||
Repurchases of common stock for tax withholdings on equity awards
|
(9,058
|
)
|
|
(9,828
|
)
|
|
(5,273
|
)
|
|||
Others, net
|
(1,337
|
)
|
|
(170
|
)
|
|
(7,506
|
)
|
|||
Net cash provided by (used in) financing activities
|
180,152
|
|
|
(355,067
|
)
|
|
701,925
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(10,513
|
)
|
|
(16,464
|
)
|
|
3,019
|
|
|||
Net increase in cash and cash equivalents
|
44,645
|
|
|
155,929
|
|
|
28,521
|
|
|||
Cash and cash equivalents at beginning of year
|
336,072
|
|
|
180,143
|
|
|
151,622
|
|
|||
Cash and cash equivalents at end of year
|
$
|
380,717
|
|
|
$
|
336,072
|
|
|
$
|
180,143
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|||||
Interest paid
|
$
|
17,821
|
|
|
$
|
16,319
|
|
|
$
|
15,443
|
|
Income taxes paid
|
$
|
101,953
|
|
|
$
|
140,962
|
|
|
$
|
87,163
|
|
|
|
|
|
|
|
||||||
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
|
$
|
2,534
|
|
|
$
|
9,856
|
|
|
$
|
3,563
|
|
Customer relationships and lists
|
4-10 years
|
Vendor lists
|
4-10 years
|
Technology
|
5-10 years
|
Other intangible assets
|
1-10 years
|
Preliminary purchase price allocation:
|
Fair Value
|
||
Cash and cash equivalents
|
$
|
20,492
|
|
Accounts receivable (Gross accounts receivable: $94,560)
|
92,875
|
|
|
Other current assets
|
22,678
|
|
|
Property and equipment
|
20,276
|
|
|
Goodwill
|
196,514
|
|
|
Intangible assets
|
193,400
|
|
|
Other assets
|
5,945
|
|
|
Borrowings, current
|
(7,974
|
)
|
|
Accounts payable
|
(1,985
|
)
|
|
Accrued compensation and benefits
|
(26,726
|
)
|
|
Other accrued liabilities
|
(17,110
|
)
|
|
Income taxes payable
|
(698
|
)
|
|
Other long-term liabilities
|
(2,005
|
)
|
|
Deferred tax liabilities, noncurrent
|
(60,047
|
)
|
|
Cash consideration paid
|
$
|
435,635
|
|
|
|
Preliminary
Fair Value
|
|
Weighted Average Useful Life
|
||
Customer relationships
|
|
$
|
190,000
|
|
|
10 years
|
Technology
|
|
3,400
|
|
|
5 years
|
|
Total intangibles acquired
|
|
$
|
193,400
|
|
|
|
Purchase consideration:
|
|
Fair Value
|
||
Cash
|
|
$
|
352,249
|
|
Common stock issued
|
|
71,106
|
|
|
Fair value of equity awards assumed
|
|
2,335
|
|
|
|
|
$
|
425,690
|
|
Purchase price allocation:
|
|
Fair Value
|
||
Cash
|
|
$
|
5,320
|
|
Accounts receivable
|
|
22,683
|
|
|
Other current assets
|
|
24,678
|
|
|
Property and equipment
|
|
44,245
|
|
|
Goodwill
|
|
134,191
|
|
|
Intangible assets
|
|
269,001
|
|
|
Other assets
|
|
17,028
|
|
|
Accounts payable
|
|
(29,349
|
)
|
|
Accrued liabilities
|
|
(35,635
|
)
|
|
Other long-term liabilities
|
|
(12,680
|
)
|
|
Deferred tax liabilities, noncurrent
|
|
(13,792
|
)
|
|
|
|
$
|
425,690
|
|
|
|
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 attributable to SYNNEX Corporation per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
4.73
|
|
|
$
|
4.11
|
|
Diluted
|
|
$
|
4.69
|
|
|
$
|
3.10
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenue
|
$
|
43
|
|
|
$
|
571
|
|
|
$
|
646
|
|
Selling, general and administrative expenses
|
13,980
|
|
|
13,133
|
|
|
13,430
|
|
|||
Total share-based compensation
|
14,023
|
|
|
13,704
|
|
|
14,076
|
|
|||
Tax effect on share-based compensation
|
(4,768
|
)
|
|
(4,967
|
)
|
|
(5,156
|
)
|
|||
Net effect on net income
|
$
|
9,255
|
|
|
$
|
8,737
|
|
|
$
|
8,920
|
|
|
Fiscal Years Ended November 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Stock option plan:
|
|
|
|
|
|
|||
Expected life (years)
|
5.8
|
|
|
5.9
|
|
|
5.5
|
|
Risk free interest rate
|
1.43
|
%
|
|
1.63
|
%
|
|
1.74
|
%
|
Expected volatility
|
31.44
|
%
|
|
31.78
|
%
|
|
33.40
|
%
|
Dividend yield
|
0.89
|
%
|
|
0.90
|
%
|
|
0.80
|
%
|
Employee stock purchase plan:
|
|
|
|
|
|
|||
Expected life (years)
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Risk free interest rate
|
0.22% - 0.32%
|
|
|
0.00% - 0.03%
|
|
|
0.02%-0.07%
|
|
Expected volatility
|
28.13% - 29.87%
|
|
|
29.68% - 38.63%
|
|
|
28.39% - 37.40%
|
|
Dividend yield
|
0.21% - 0.23%
|
|
|
0.16% - 0.24%
|
|
|
0.00% - 0.02%
|
|
|
Shares Available
for Grant |
|
Options Outstanding
|
||||||
Number of
Shares |
|
Weighted-Average
Exercise Price Per Share |
|||||||
Balances, November 30, 2015
|
1,968
|
|
|
657
|
|
|
$
|
43.50
|
|
Restricted stock awards granted
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
Restricted stock units granted
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
Restricted stock cancelled/forfeited
|
71
|
|
|
—
|
|
|
—
|
|
|
Options granted
|
(100
|
)
|
|
100
|
|
|
$
|
112.08
|
|
Options exercised
|
—
|
|
|
(186
|
)
|
|
$
|
27.80
|
|
Balances, November 30, 2016
|
1,696
|
|
|
571
|
|
|
$
|
60.64
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Intrinsic value of options exercised
|
$
|
11,918
|
|
|
$
|
9,338
|
|
|
$
|
11,500
|
|
Cash received from exercise of options
|
$
|
5,157
|
|
|
$
|
3,984
|
|
|
$
|
5,873
|
|
|
Number of
shares |
|
Weighted-average,
grant-date fair value per share |
Nonvested as of November 30, 2015
|
719
|
|
$58.36
|
Awards granted
|
140
|
|
$109.45
|
Units granted
(1)
|
103
|
|
$86.57
|
Awards and units vested
|
(251)
|
|
$49.06
|
Awards and units cancelled/forfeited
(2)
|
(71)
|
|
$54.66
|
Nonvested as of November 30, 2016
|
640
|
|
$79.65
|
(1)
|
For performance-based restricted stock units, the maximum number of shares that can be awarded upon full vesting of the grants is included.
|
(2)
|
For performance-based restricted stock units, the difference between maximum awards and the actual number of shares issued upon full vesting is included.
|
|
As of November 30,
|
||||||
|
2016
|
|
2015
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
1,820,049
|
|
|
$
|
1,818,123
|
|
Less: Allowance for doubtful accounts
|
(13,564
|
)
|
|
(14,417
|
)
|
||
Less: Allowance for sales returns
|
(49,991
|
)
|
|
(44,215
|
)
|
||
|
$
|
1,756,494
|
|
|
$
|
1,759,491
|
|
|
As of November 30,
|
||||||
|
2016
|
|
2015
|
||||
Property and equipment, net:
|
|
|
|
||||
Land
|
$
|
23,629
|
|
|
$
|
21,581
|
|
Equipment, computers and software
|
255,400
|
|
|
202,310
|
|
||
Furniture and fixtures
|
51,767
|
|
|
45,470
|
|
||
Buildings, building improvements and leasehold improvements
|
219,780
|
|
|
167,893
|
|
||
Construction-in-progress
|
12,007
|
|
|
11,799
|
|
||
Total property and equipment, gross
|
562,583
|
|
|
449,053
|
|
||
Less: Accumulated depreciation
|
(249,867
|
)
|
|
(200,426
|
)
|
||
|
$
|
312,716
|
|
|
$
|
248,627
|
|
Goodwill:
|
Fiscal Year Ended November 30, 2016
|
|
Fiscal Year Ended November 30, 2015
|
||||||||||||||||||||
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
||||||||||||
Balance, beginning of year
|
$
|
95,947
|
|
|
$
|
202,838
|
|
|
$
|
298,785
|
|
|
$
|
102,911
|
|
|
$
|
211,302
|
|
|
$
|
314,213
|
|
Additions/Adjustments from acquisitions (See Note 3-Acquisitions)
|
—
|
|
|
196,514
|
|
|
196,514
|
|
|
—
|
|
|
(98
|
)
|
|
(98
|
)
|
||||||
Foreign exchange translation
|
465
|
|
|
(9,525
|
)
|
|
(9,060
|
)
|
|
(6,964
|
)
|
|
(8,366
|
)
|
|
(15,330
|
)
|
||||||
Balance, end of year
|
$
|
96,412
|
|
|
$
|
389,827
|
|
|
$
|
486,239
|
|
|
$
|
95,947
|
|
|
$
|
202,838
|
|
|
$
|
298,785
|
|
Intangible assets, net:
|
As of November 30, 2016
|
|
As of November 30, 2015
|
||||||||||||||||||||
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
||||||||||||
Customer relationships and lists
|
$
|
448,008
|
|
|
$
|
(160,033
|
)
|
|
$
|
287,975
|
|
|
$
|
277,122
|
|
|
$
|
(120,478
|
)
|
|
$
|
156,644
|
|
Vendor lists
|
36,815
|
|
|
(34,793
|
)
|
|
2,022
|
|
|
36,815
|
|
|
(33,255
|
)
|
|
3,560
|
|
||||||
Technology
|
10,900
|
|
|
(3,227
|
)
|
|
7,673
|
|
|
7,500
|
|
|
(2,000
|
)
|
|
5,500
|
|
||||||
Other intangible assets
|
5,827
|
|
|
(4,947
|
)
|
|
880
|
|
|
6,598
|
|
|
(5,735
|
)
|
|
863
|
|
||||||
|
$
|
501,550
|
|
|
$
|
(203,000
|
)
|
|
$
|
298,550
|
|
|
$
|
328,035
|
|
|
$
|
(161,468
|
)
|
|
$
|
166,567
|
|
|
|
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
Unrecognized defined benefit plan costs, net of taxes
|
|
Unrealized losses on cash flow hedges, net of taxes
|
|
Foreign currency translation adjustment, net of taxes
|
|
Total
|
||||||||||
Balance, beginning of year
|
|
$
|
946
|
|
|
$
|
217
|
|
|
$
|
(3,539
|
)
|
|
$
|
(52,861
|
)
|
|
$
|
(55,237
|
)
|
Other comprehensive loss
|
|
(233
|
)
|
|
(1,067
|
)
|
|
(919
|
)
|
|
(35,660
|
)
|
|
(37,879
|
)
|
|||||
Balance, end of year
|
|
$
|
713
|
|
|
$
|
(850
|
)
|
|
$
|
(4,458
|
)
|
|
$
|
(88,521
|
)
|
|
$
|
(93,116
|
)
|
|
As of November 30, 2016
|
|
As of November 30, 2015
|
||||||||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Carrying
Value |
|
Cost Basis
|
|
Unrealized
Gains |
|
Carrying
Value |
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity investments
|
$
|
5,109
|
|
|
$
|
—
|
|
|
$
|
5,109
|
|
|
$
|
5,546
|
|
|
$
|
—
|
|
|
$
|
5,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term investments in “Other assets:”
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
928
|
|
|
$
|
955
|
|
|
$
|
1,883
|
|
|
$
|
837
|
|
|
$
|
1,073
|
|
|
$
|
1,910
|
|
Cost-method investments
|
3,884
|
|
|
—
|
|
|
3,884
|
|
|
4,555
|
|
|
—
|
|
|
4,555
|
|
|
|
Fair Value as of
|
||||||
Balance Sheet Line Item
|
|
November 30, 2016
|
|
November 30, 2015
|
||||
Derivative instruments not designated as hedging instruments
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
|
|
|
||||
Other current assets
|
|
$
|
1,700
|
|
|
$
|
1,753
|
|
Other accrued liabilities
|
|
$
|
979
|
|
|
$
|
466
|
|
Derivative instruments designated as cash flow hedges
|
|
|
|
|
||||
Interest rate swaps
|
|
|
|
|
||||
Other current assets
|
|
$
|
—
|
|
|
$
|
19
|
|
Other current liabilities
|
|
$
|
706
|
|
|
$
|
—
|
|
Other long-term liabilities
|
|
$
|
6,542
|
|
|
$
|
5,808
|
|
|
As of November 30, 2016
|
|
As of November 30, 2015
|
||||||||||||||||||||||||||||
|
Fair value measurement category
|
|
Fair value measurement category
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
$
|
38,066
|
|
|
$
|
38,066
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208,597
|
|
|
$
|
208,597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
8,552
|
|
|
8,552
|
|
|
—
|
|
|
—
|
|
|
88,558
|
|
|
88,558
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities
|
1,883
|
|
|
1,883
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
|
1,910
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
|
1,753
|
|
|
—
|
|
|
1,753
|
|
|
—
|
|
||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
979
|
|
|
$
|
—
|
|
|
$
|
979
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
$
|
—
|
|
Interest rate swaps
|
7,248
|
|
|
—
|
|
|
7,248
|
|
|
—
|
|
|
5,808
|
|
|
—
|
|
|
5,808
|
|
|
—
|
|
||||||||
Acquisition-related contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
433
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of November 30
|
||||||
|
2016
|
|
2015
|
||||
SYNNEX AR arrangement (see Note 10 - Accounts Receivable Arrangements)
|
$
|
262,900
|
|
|
$
|
—
|
|
SYNNEX U.S. credit agreement
|
585,938
|
|
|
617,188
|
|
||
SYNNEX Canada term loan and revolver
|
4,064
|
|
|
14,449
|
|
||
SYNNEX Infotec credit facility
|
81,251
|
|
|
96,662
|
|
||
India credit facilities
|
12,000
|
|
|
—
|
|
||
Other borrowings and capital leases
|
20,813
|
|
|
2,592
|
|
||
Total borrowings
|
966,966
|
|
|
730,891
|
|
||
Less: Current portion
|
(363,737
|
)
|
|
(92,093
|
)
|
||
Noncurrent portion
|
$
|
603,229
|
|
|
$
|
638,798
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Net income attributable to SYNNEX Corporation
|
$
|
234,946
|
|
|
$
|
208,525
|
|
|
$
|
180,034
|
|
Less: net income allocated to participating securities
(1)
|
(2,419
|
)
|
|
(2,429
|
)
|
|
(2,407
|
)
|
|||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
232,527
|
|
|
$
|
206,096
|
|
|
$
|
177,627
|
|
Weighted-average number of common shares - basic
|
39,321
|
|
|
39,061
|
|
|
38,490
|
|
|||
Basic earnings attributable to SYNNEX Corporation per common share
|
$
|
5.91
|
|
|
$
|
5.28
|
|
|
$
|
4.61
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Net income attributable to SYNNEX Corporation
|
$
|
234,946
|
|
|
$
|
208,525
|
|
|
$
|
180,034
|
|
Less: net income allocated to participating securities
(1)
|
(2,408
|
)
|
|
(2,413
|
)
|
|
(2,386
|
)
|
|||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
232,538
|
|
|
$
|
206,112
|
|
|
$
|
177,648
|
|
Weighted average number of common shares - basic
|
39,321
|
|
|
39,061
|
|
|
38,490
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock units
|
209
|
|
|
291
|
|
|
355
|
|
|||
Weighted-average number of common shares - diluted
|
39,530
|
|
|
39,352
|
|
|
38,845
|
|
|||
Diluted earnings attributable to SYNNEX Corporation per common share
|
$
|
5.88
|
|
|
$
|
5.24
|
|
|
$
|
4.57
|
|
|
|
|
|
|
|
||||||
Anti-dilutive shares excluded from diluted earnings per share calculation
|
11
|
|
|
3
|
|
|
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, 2016:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
12,490,718
|
|
|
$
|
1,587,736
|
|
|
$
|
(16,617
|
)
|
|
$
|
14,061,837
|
|
External Revenue
|
12,490,427
|
|
|
1,571,410
|
|
|
|
|
14,061,837
|
|
|||||
Operating income
|
315,485
|
|
|
63,877
|
|
|
234
|
|
|
379,596
|
|
||||
Depreciation and amortization expense
|
16,592
|
|
|
104,935
|
|
|
(234
|
)
|
|
121,293
|
|
||||
Total assets
|
$
|
4,850,504
|
|
|
$
|
1,627,303
|
|
|
$
|
(1,254,544
|
)
|
|
$
|
5,223,263
|
|
Fiscal Year ended November 30, 2015:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
11,936,660
|
|
|
$
|
1,416,670
|
|
|
$
|
(14,933
|
)
|
|
$
|
13,338,397
|
|
External Revenue
|
11,936,282
|
|
|
1,402,115
|
|
|
|
|
13,338,397
|
|
|||||
Operating income
|
302,950
|
|
|
51,127
|
|
|
475
|
|
|
354,552
|
|
||||
Depreciation and amortization expense
|
15,105
|
|
|
88,881
|
|
|
(476
|
)
|
|
103,510
|
|
||||
Total assets
|
$
|
4,149,080
|
|
|
$
|
1,057,880
|
|
|
$
|
(762,813
|
)
|
|
$
|
4,444,147
|
|
Fiscal Year ended November 30, 2014:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
12,755,514
|
|
|
$
|
1,096,214
|
|
|
$
|
(12,138
|
)
|
|
$
|
13,839,590
|
|
External Revenue
|
12,755,264
|
|
|
1,084,326
|
|
|
|
|
13,839,590
|
|
|||||
Operating income
|
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,
|
||||||
|
2016
|
|
2015
|
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
129,633
|
|
|
$
|
118,766
|
|
India
|
41,285
|
|
|
23,056
|
|
||
Philippines
|
36,219
|
|
|
28,503
|
|
||
Others
|
105,579
|
|
|
78,302
|
|
||
Total
|
$
|
312,716
|
|
|
$
|
248,627
|
|
|
As of November 30, 2016
|
|
MiTAC Holdings
(1)
|
5,449
|
|
Synnex Technology International Corp.
(2)
|
4,209
|
|
Total
|
9,658
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
374
shares directly held by Matthew Miau and
218
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 Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
185,936
|
|
|
$
|
197,406
|
|
|
$
|
198,687
|
|
Foreign
|
170,128
|
|
|
129,789
|
|
|
85,595
|
|
|||
|
$
|
356,064
|
|
|
$
|
327,195
|
|
|
$
|
284,282
|
|
|
Fiscal Years Ended November 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
68,309
|
|
|
$
|
65,101
|
|
|
$
|
81,927
|
|
State
|
8,241
|
|
|
15,179
|
|
|
15,020
|
|
|||
Foreign
|
51,918
|
|
|
43,805
|
|
|
33,048
|
|
|||
|
$
|
128,468
|
|
|
$
|
124,085
|
|
|
$
|
129,995
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
3,383
|
|
|
$
|
(3,536
|
)
|
|
$
|
(13,847
|
)
|
State
|
(1,608
|
)
|
|
(173
|
)
|
|
(2,606
|
)
|
|||
Foreign
|
(9,184
|
)
|
|
(1,788
|
)
|
|
(9,410
|
)
|
|||
|
$
|
(7,409
|
)
|
|
$
|
(5,497
|
)
|
|
$
|
(25,863
|
)
|
|
|
|
|
|
|
||||||
Total tax provision
|
$
|
121,059
|
|
|
$
|
118,588
|
|
|
$
|
104,132
|
|
|
As of November 30,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets - current
|
$
|
49,116
|
|
|
$
|
40,510
|
|
Deferred tax assets - noncurrent
|
14,448
|
|
|
19,849
|
|
||
Deferred tax liabilities - current
|
(448
|
)
|
|
(1,667
|
)
|
||
Deferred tax liabilities - noncurrent
|
(63,191
|
)
|
|
(10,713
|
)
|
||
Total net deferred tax assets (liabilities)
|
$
|
(75
|
)
|
|
$
|
47,979
|
|
|
As of November 30,
|
||||||
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Inventory reserves
|
$
|
10,804
|
|
|
$
|
9,829
|
|
Allowance for doubtful accounts and sales return reserves
|
10,444
|
|
|
8,040
|
|
||
Other reserves and accruals
|
21,950
|
|
|
21,340
|
|
||
State tax credits
|
5,345
|
|
|
3,798
|
|
||
Deferred and prepaid compensation
|
10,569
|
|
|
9,321
|
|
||
Net operating losses
|
19,243
|
|
|
17,580
|
|
||
Deferred revenue
|
4,255
|
|
|
72
|
|
||
Share-based compensation expense
|
6,558
|
|
|
6,290
|
|
||
Unrealized losses on cash flow hedges
|
2,920
|
|
|
2,250
|
|
||
Others
|
1,529
|
|
|
3,473
|
|
||
Gross deferred tax assets
|
93,617
|
|
|
81,993
|
|
||
Valuation allowance
|
(21,176
|
)
|
|
(16,891
|
)
|
||
Total deferred tax assets
|
$
|
72,441
|
|
|
$
|
65,102
|
|
Liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
(6,231
|
)
|
|
$
|
(5,374
|
)
|
Intangible assets
|
(66,285
|
)
|
|
(11,131
|
)
|
||
Others
|
—
|
|
|
(618
|
)
|
||
Total deferred tax liabilities
|
$
|
(72,516
|
)
|
|
$
|
(17,123
|
)
|
Net deferred tax assets (liabilities)
|
$
|
(75
|
)
|
|
$
|
47,979
|
|
|
Fiscal Years Ended November 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal income tax benefit
|
2.3
|
|
|
2.5
|
|
|
2.8
|
|
Foreign taxes
|
(4.7
|
)
|
|
(1.3
|
)
|
|
(2.2
|
)
|
Others
|
1.4
|
|
|
—
|
|
|
1.0
|
|
Effective income tax rate
|
34.0
|
%
|
|
36.2
|
%
|
|
36.6
|
%
|
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
|
|
|
Additions based on tax positions related to the current year
|
3,485
|
|
|
Additions for tax positions of prior years
|
923
|
|
|
Lapse of statute of limitations
|
(3,441
|
)
|
|
Changes due to translation of foreign currencies
|
(26
|
)
|
|
Balance as of November 30, 2015
|
22,815
|
|
|
Additions based on tax positions related to the current year
|
6,727
|
|
|
Additions for tax positions of prior years
|
5,613
|
|
|
Lapse of statute of limitations
|
(2,241
|
)
|
|
Changes due to translation of foreign currencies
|
(140
|
)
|
|
Balance as of November 30, 2016
|
$
|
32,774
|
|
Fiscal Years Ending November 30,
|
|
||
2017
|
$
|
81,395
|
|
2018
|
71,601
|
|
|
2019
|
62,746
|
|
|
2020
|
51,319
|
|
|
2021
|
30,612
|
|
|
thereafter
|
77,292
|
|
|
Total minimum lease payments
|
$
|
374,965
|
|
|
Fiscal Year 2016
Three Months Ended
|
|
Fiscal Year 2015
Three Months Ended
|
||||||||||||||||||||||||||||
Statements of Operations Data: (currency and share amounts in thousands except per share amounts)
|
Feb. 29,
2016
|
|
May 31,
2016
|
|
Aug. 31,
2016
|
|
Nov. 30,
2016
|
|
Feb. 28,
2015
|
|
May 31,
2015
|
|
Aug. 31,
2015
|
|
Nov. 30,
2015
|
||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Products
|
$
|
2,784,837
|
|
|
$
|
3,047,638
|
|
|
$
|
3,267,287
|
|
|
$
|
3,390,665
|
|
|
$
|
2,864,131
|
|
|
$
|
2,915,500
|
|
|
$
|
2,976,901
|
|
|
$
|
3,179,750
|
|
Services
|
340,785
|
|
|
331,861
|
|
|
402,527
|
|
|
496,237
|
|
|
338,327
|
|
|
338,285
|
|
|
355,636
|
|
|
369,867
|
|
||||||||
Total revenue
|
3,125,622
|
|
|
3,379,499
|
|
|
3,669,814
|
|
|
3,886,902
|
|
|
3,202,458
|
|
|
3,253,785
|
|
|
3,332,537
|
|
|
3,549,617
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Products
|
(2,631,130
|
)
|
|
(2,880,859
|
)
|
|
(3,096,529
|
)
|
|
(3,206,961
|
)
|
|
(2,704,139
|
)
|
|
(2,743,872
|
)
|
|
(2,816,516
|
)
|
|
(3,012,292
|
)
|
||||||||
Services
|
(210,300
|
)
|
|
(204,610
|
)
|
|
(247,328
|
)
|
|
(301,155
|
)
|
|
(210,101
|
)
|
|
(209,854
|
)
|
|
(225,243
|
)
|
|
(224,589
|
)
|
||||||||
Gross profit
|
284,192
|
|
|
294,030
|
|
|
325,957
|
|
|
378,786
|
|
|
288,218
|
|
|
300,059
|
|
|
290,778
|
|
|
312,736
|
|
||||||||
Selling, general and administrative expenses
|
(208,566
|
)
|
|
(218,724
|
)
|
|
(227,935
|
)
|
|
(248,144
|
)
|
|
(209,271
|
)
|
|
(210,698
|
)
|
|
(209,499
|
)
|
|
(207,771
|
)
|
||||||||
Operating income
|
75,626
|
|
|
75,306
|
|
|
98,022
|
|
|
130,642
|
|
|
78,947
|
|
|
89,361
|
|
|
81,279
|
|
|
104,965
|
|
||||||||
Interest expense and finance charges, net
|
(6,216
|
)
|
|
(6,512
|
)
|
|
(7,517
|
)
|
|
(8,748
|
)
|
|
(6,441
|
)
|
|
(5,815
|
)
|
|
(6,794
|
)
|
|
(7,246
|
)
|
||||||||
Other income (expense), net
|
4,034
|
|
|
949
|
|
|
(378
|
)
|
|
856
|
|
|
67
|
|
|
(1,584
|
)
|
|
(150
|
)
|
|
606
|
|
||||||||
Income before income taxes
|
73,444
|
|
|
69,743
|
|
|
90,127
|
|
|
122,750
|
|
|
72,573
|
|
|
81,962
|
|
|
74,335
|
|
|
98,325
|
|
||||||||
Provision for income taxes
|
(26,807
|
)
|
|
(25,386
|
)
|
|
(31,426
|
)
|
|
(37,440
|
)
|
|
(26,271
|
)
|
|
(30,052
|
)
|
|
(26,164
|
)
|
|
(36,101
|
)
|
||||||||
Net income
|
46,637
|
|
|
44,357
|
|
|
58,701
|
|
|
85,310
|
|
|
46,302
|
|
|
51,910
|
|
|
48,171
|
|
|
62,224
|
|
||||||||
Net (income) loss attributable to noncontrolling interest
|
(75
|
)
|
|
5
|
|
|
3
|
|
|
8
|
|
|
21
|
|
|
(36
|
)
|
|
—
|
|
|
(67
|
)
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
46,562
|
|
|
$
|
44,362
|
|
|
$
|
58,704
|
|
|
$
|
85,318
|
|
|
$
|
46,323
|
|
|
$
|
51,874
|
|
|
$
|
48,171
|
|
|
$
|
62,157
|
|
Earnings attributable to SYNNEX Corporation per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
1.17
|
|
|
$
|
1.12
|
|
|
$
|
1.48
|
|
|
$
|
2.14
|
|
|
$
|
1.17
|
|
|
$
|
1.31
|
|
|
$
|
1.22
|
|
|
$
|
1.57
|
|
Diluted
|
$
|
1.17
|
|
|
$
|
1.11
|
|
|
$
|
1.47
|
|
|
$
|
2.13
|
|
|
$
|
1.16
|
|
|
$
|
1.30
|
|
|
$
|
1.21
|
|
|
$
|
1.56
|
|
Weighted-average common shares outstanding - basic
|
39,224
|
|
|
39,283
|
|
|
39,346
|
|
|
39,431
|
|
|
38,968
|
|
|
39,054
|
|
|
39,082
|
|
|
39,134
|
|
||||||||
Weighted-average common shares outstanding - diluted
|
39,462
|
|
|
39,477
|
|
|
39,534
|
|
|
39,647
|
|
|
39,303
|
|
|
39,343
|
|
|
39,328
|
|
|
39,431
|
|
||||||||
Cash dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.20
|
|
|
Balances at
Beginning of
Fiscal Year
|
|
Additions/Deductions
Charged to
Revenue and
Expense, net
|
|
Reclassifications and
Write-offs
|
|
Balances at
End of Fiscal Year
|
||||||||
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
|
|
||||
Fiscal Year Ended November 30, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for sales returns-gross
|
$
|
55,309
|
|
|
$
|
(11,696
|
)
|
|
$
|
602
|
|
|
$
|
44,215
|
|
Allowance for deferred tax assets
|
7,101
|
|
|
10,476
|
|
|
(686
|
)
|
|
16,891
|
|
||||
Fiscal Year Ended November 30, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for sales returns-gross
|
$
|
44,215
|
|
|
$
|
5,761
|
|
|
$
|
15
|
|
|
$
|
49,991
|
|
Allowance for deferred tax assets
|
16,891
|
|
|
4,651
|
|
|
(366
|
)
|
|
21,176
|
|
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
|
571,257
|
|
(1)
|
$
|
60.64
|
|
|
2,405,797
|
|
(2)(3)
|
(1)
|
Includes the number of shares to be issued under our 2003 Stock Incentive Plan and 2013 Stock Incentive Plan. Please see Note 4 - Stockholders’ Equity of the Notes to the Consolidated Financial Statements for further information regarding the plans.
|
(2)
|
Includes the number of shares reserved for issuance under our 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
710,502
shares available-for-sale pursuant to our 2014 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 2014 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)).
|
|
|
|
10.1#
|
|
Amended and Restated 2003 Stock Incentive Plan and form of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.2#
|
|
Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.3#
|
|
Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
10.4
|
|
Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.5#
|
|
Form of Change of Control Severance Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.6
|
|
Joint Sales and Marketing Agreement, dated May 6, 2002, between the Company and MiTAC International Corporation (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.7
|
|
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).
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
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).
|
|
|
|
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).
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
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#
|
|
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).
|
|
|
|
10.31
|
|
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).
|
|
|
|
10.32
|
|
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).
|
|
|
|
10.33
|
|
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).
|
|
|
|
10.34#
|
|
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).
|
|
|
|
10.35#
|
|
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).
|
10.36
|
|
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).
|
|
|
|
10.37
|
|
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).
|
|
|
|
10.38#
|
|
SYNNEX Corporation 2014 Employee Stock Purchase Plan (incorporated by reference to the Company’s 2014 Proxy Statement on Schedule 14A (File No. 001-31892) filed on March 3, 2014).
|
|
|
|
10.39#
|
|
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).
|
|
|
|
10.40#
|
|
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).
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
10.41†
|
|
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).
|
|
|
|
10.42
|
|
Joinder Agreement, dated as of November 29, 2014, by Hyve Solutions Corporation (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2014).
|
|
|
|
10.43
|
|
Second Amendment to Credit Agreement, dated May 21, 2015, by and among SYNNEX Corporation, the subsidiaries of SYNNEX Corporation named therein, the lenders signatories thereto from time to time, and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 22, 2015).
|
|
|
|
10.44
|
|
Fifth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sane and Servicing Agreement, dated as of June 16, 2015, by and among SIT Funding Corporation, SYNNEX Corporation, Hyve Solutions Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2015).
|
|
|
|
10.45
|
|
Facility Agreement dated as of November 25, 2015, by and among SYNNEX Infotec Corporation, SYNNEX Corporation, the financial institutions party thereto, and The Bank of Tokyo-Mitsubishi, UFJ, Ltd, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 25, 2015).
|
|
|
|
10.46
|
|
Third Amendment to Credit Agreement, dated as of January 12, 2016, 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 February 29, 2016).
|
|
|
|
10.47
|
|
Sixth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sane and Servicing Agreement, dated as of January 12, 2016, by and among SIT Funding Corporation, SYNNEX Corporation, Hyve Solutions Corporation, 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 February 29, 2016).
|
|
|
|
10.48†
|
|
Seventh Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sane and Servicing Agreement, dated as of November 3, 2016, by and among SIT Funding Corporation, SYNNEX Corporation, Hyve Solutions 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 9, 2016).
|
|
|
|
10.49
|
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of March 16, 2016, by and among SIT Funding Corporation, 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 February 29, 2016).
|
|
|
|
10.50
|
|
Thirteenth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of June 1, 2016, by and among SIT Funding Corporation, 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, 2016).
|
|
|
|
10.51
|
|
Amendment Agreement, dated August 26, 2016, by and among SYNNEX Infotec Corporation, SYNNEX Corporation, the financial institutions party thereto, and The Bank of Tokyo-Mitsubishi, UFJ, Ltd, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016).
|
|
|
|
10.52#
|
|
Amendment to Offer Letter, dated as of September 26, 2016, 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 September 26, 2016).
|
|
|
|
10.53#
|
|
Amendment No. 3 to SYNNEX Corporation 2013 Stock Incentive Plan.
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
21.1
|
|
Subsidiaries of the Company
|
|
|
|
23.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (see page
95
of this Form 10-K).
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension 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
|
|
Name
|
|
Title
|
|
Date
|
/s/ Kevin M. Murai
|
|
President and Chief Executive Officer (Principal Executive Officer) and Director
|
|
January 26, 2017
|
Kevin M. Murai
|
|
|
|
|
|
|
|
|
|
/s/ Marshall W. Witt
|
|
Chief Financial Officer (Principal Financial and Principal Accounting Officer)
|
|
January 26, 2017
|
Marshall W. Witt
|
|
|
|
|
|
|
|
|
|
/s/ Dwight A. Steffensen
|
|
Chairman of the Board
|
January 26, 2017
|
|
Dwight A. Steffensen
|
|
|
|
|
|
|
|
|
|
/s/ Matthew F.C. Miau
|
|
Chairman Emeritus of the Board
|
January 26, 2017
|
|
Matthew F.C. Miau
|
|
|
|
|
|
|
|
|
|
/s/ Fred A. Breidenbach
|
|
Director
|
January 26, 2017
|
|
Fred A. Breidenbach
|
|
|
|
|
|
|
|
|
|
/s/ Hau Lee
|
|
Director
|
January 26, 2017
|
|
Hau Lee
|
|
|
|
|
|
|
|
|
|
/s/ Dennis Polk
|
|
Director
|
January 26, 2017
|
|
Dennis Polk
|
|
|
|
|
|
|
|
|
|
/s/ Gregory L. Quesnel
|
|
Director
|
January 26, 2017
|
|
Gregory L. Quesnel
|
|
|
|
|
|
|
|
|
|
/s/ Thomas S. Wurster
|
|
Director
|
January 26, 2017
|
|
Thomas S. Wurster
|
|
|
|
|
|
|
|
||
/s/ Duane E. Zitzner
|
|
Director
|
January 26, 2017
|
|
Duane E. Zitzner
|
|
|
|
|
|
|
|
||
/s/ Andrea M. Zulberti
|
|
Director
|
January 26, 2017
|
|
Andrea M. Zulberti
|
|
|
|
|
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)).
|
|
|
|
10.1#
|
|
Amended and Restated 2003 Stock Incentive Plan and form of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.2#
|
|
Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
|
|
|
10.3#
|
|
Amendment to Amended and Restated 2003 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008).
|
10.4
|
|
Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.5#
|
|
Form of Change of Control Severance Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.6
|
|
Joint Sales and Marketing Agreement, dated May 6, 2002, between the Company and MiTAC International Corporation (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-108543)).
|
|
|
|
10.7
|
|
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).
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
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).
|
|
|
|
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#
|
|
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).
|
|
|
|
10.31
|
|
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).
|
|
|
|
10.32
|
|
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
|
|
|
|
10.33
|
|
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).
|
|
|
|
10.34#
|
|
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).
|
|
|
|
10.35#
|
|
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).
|
10.36
|
|
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).
|
|
|
|
10.37
|
|
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).
|
|
|
|
10.38#
|
|
SYNNEX Corporation 2014 Employee Stock Purchase Plan (incorporated by reference to the Company’s 2014 Proxy Statement on Schedule 14A (File No. 001-31892) filed on March 3, 2014).
|
|
|
|
10.39#
|
|
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).
|
|
|
|
10.40#
|
|
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).
|
|
|
|
10.41†
|
|
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).
|
|
|
|
10.42
|
|
Joinder Agreement, dated as of November 29, 2014, by Hyve Solutions Corporation (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended November 30, 2014).
|
|
|
|
10.43
|
|
Second Amendment to Credit Agreement, dated May 21, 2015, by and among SYNNEX Corporation, the subsidiaries of SYNNEX Corporation named therein, the lenders signatories thereto from time to time, and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 22, 2015).
|
|
|
|
10.44
|
|
Fifth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sane and Servicing Agreement, dated as of June 16, 2015, by and among SIT Funding Corporation, SYNNEX Corporation, Hyve Solutions Corporation, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2015).
|
|
|
|
10.45
|
|
Facility Agreement dated as of November 25, 2015, by and among SYNNEX Infotec Corporation, SYNNEX Corporation, the financial institutions party thereto, and The Bank of Tokyo-Mitsubishi, UFJ, Ltd, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 25, 2015).
|
|
|
|
10.46
|
|
Third Amendment to Credit Agreement, dated as of January 12, 2016, 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 February 29, 2016).
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
10.47
|
|
Sixth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sane and Servicing Agreement, dated as of January 12, 2016, by and among SIT Funding Corporation, SYNNEX Corporation, Hyve Solutions Corporation, 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 February 29, 2016).
|
|
|
|
10.48†
|
|
Seventh Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sane and Servicing Agreement, dated as of November 3, 2016, by and among SIT Funding Corporation, SYNNEX Corporation, Hyve Solutions 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 9, 2016).
|
|
|
|
10.49
|
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of March 16, 2016, by and among SIT Funding Corporation, 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 February 29, 2016).
|
|
|
|
10.50
|
|
Thirteenth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of June 1, 2016, by and among SIT Funding Corporation, 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, 2016).
|
|
|
|
10.51
|
|
Amendment Agreement, dated August 26, 2016, by and among SYNNEX Infotec Corporation, SYNNEX Corporation, the financial institutions party thereto, and The Bank of Tokyo-Mitsubishi, UFJ, Ltd, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016).
|
|
|
|
10.52#
|
|
Amendment to Offer Letter, dated as of September 26, 2016, 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 September 26, 2016).
|
|
|
|
10.53#
|
|
Amendment No. 3 to SYNNEX Corporation 2013 Stock Incentive Plan.
|
|
|
|
21.1
|
|
Subsidiaries of the Company
|
|
|
|
23.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (see page
95
of this Form 10-K).
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension 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
|
†
|
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
|
Name of the Subsidiary
|
State or Country in Which Organized
|
|
|
2117974 Ontario Inc.
|
Canada
|
|
|
Beijing Jumeng Technology Development Ltd.
|
China
|
|
|
Berwyr S.A.
|
Uruguay
|
|
|
BPO Holdco Coöperatief U.A.
|
The Netherlands
|
|
|
ComputerLand Corporation
|
California
|
|
|
Concentrix Brazil Outsourcing of Processes, Administrative Services and Technologies to Enterprises Ltda.
|
Brazil
|
|
|
Concentrix Business Services UK Limited
|
The United Kingdom
|
|
|
Concentrix (Canada) Limited
|
Canada
|
|
|
Concentrix Coop Holdco Limited
|
Bermuda
|
|
|
Concentrix Corporation
|
New York
|
|
|
Concentrix Costa Rica, S.A.
|
Costa Rica
|
|
|
Concentrix CRM Services Hungary Kft
|
Hungary
|
|
|
Concentrix CRM Services UK Limited
|
The United Kingdom
|
|
|
Concentrix Daksh Services India Private Limited
|
India
|
|
|
Concentrix Daksh Services Philippines Corporation
|
The Philippines
|
|
|
Concentrix Europe Limited
|
The United Kingdom
|
|
|
Concentrix Free Trade Zone, S.A.
|
Costa Rica
|
|
|
Concentrix GBS Limited
|
Bermuda
|
|
|
Concentrix Global Holdings, Inc.
|
Delaware
|
|
|
Concentrix Gmbh
|
Austria
|
|
|
Concentix Hungary KFT
|
Hungary
|
|
|
Concentrix HK Limited
|
Hong Kong, China
|
|
|
Concentrix Insurance Administration Solutions Corporation
|
South Carolina
|
|
|
Concentrix Investment Holdings Corporation
|
British Virgin Islands
|
|
|
Concentrix Investment Holdings Singapore 1 Pte. Ltd
|
Singapore
|
|
|
Concentrix Investment Holdings Singapore 2 Pte. Ltd
|
Singapore
|
|
|
Concentrix Ireland Limited
|
Ireland
|
|
|
Name of the Subsidiary
|
State or Country in Which Organized
|
Concentrix México, S. de R.L. de C.V
|
Mexico
|
|
|
Concentrix NewHK Limited
|
Hong Kong, China
|
|
|
Concentrix New (BVI) Corporation
|
British Virgin Islands
|
|
|
Concentrix Nicaragua S.A.
|
Nicaragua
|
|
|
Concentrix Logistics Corporation
|
British Virgin Islands
|
|
|
Concentrix Services Bulgaria EOOD
|
Bulgaria
|
|
|
Concentrix Services (Canada) Limited
|
Canada
|
|
|
Concentrix Services (Colombia) S.A.S.
|
Colombia
|
|
|
Concentrix Services Corporation
|
British Virgin Islands
|
|
|
Concentrix Services (Dalian) Co., Ltd.
|
China
|
|
|
Concentrix Services (Dalian) Co., Ltd. Beijing Branch
|
China
|
|
|
Concentrix Services (Dalian) Co., Ltd. Shanghai Branch
|
China
|
|
|
Concentrix Services (Germany) GmbH
|
Germany
|
|
|
Concentrix Services India Private Limited
|
India
|
|
|
Concentrix Services (Ireland) Limited
|
Ireland
|
|
|
Concentrix Services Korea Limited
|
Korea
|
|
|
Concentrix Services Mexico, Sociedad Anonima De Capital Variable
|
Mexico
|
|
|
Concentrix Services (Netherlands) B.V.
|
The Netherlands
|
|
|
Concentrix Services (New Zealand) Limited
|
New Zealand
|
|
|
Concentrix Services (Poland) spółlka z o.o.
|
Poland
|
|
|
Concentrix Services Portugal, Sociedade Unipessoal, LDA
|
Portugal
|
|
|
Concentrix Services Pty Ltd
|
Australia
|
|
|
Concentrix Services Pty Ltd ROHQ
|
The Philippines
|
|
|
Concentrix Services (Saudi Arabia) Corporation LLC
|
Saudi Arabia
|
|
|
Concentrix Services (Singapore) Pte. Ltd.
|
Singapore
|
|
|
Concentrix Services Slovakia s.r.o.
|
Slovakia
|
|
|
Concentrix Services (South Africa) (Pty) Ltd
|
South Africa
|
|
|
Concentrix Services Spain, S.L.U.
|
Spain
|
|
|
Concentrix Services Sweden filial
|
Sweden
|
|
|
Concentrix Services UK Limited
|
The United Kingdom
|
|
|
Concentrix Services US, Inc.
|
California
|
Name of the Subsidiary
|
State or Country in Which Organized
|
|
|
Concentrix Technology FZ-LLC
|
The United Arab Emirates
|
|
|
Concentrix Technologies (India) Private Limited
|
India
|
|
|
Concentrix Technologies Limited
|
The United Kingdom
|
|
|
Concentrix Technologies Services (Canada) Limited
|
Canada
|
|
|
CyberLogistics Corporation
|
Japan
|
|
|
Dalian Jumeng Technology Development Ltd.
|
China
|
|
|
EMJ America, Inc.
|
North Carolina
|
|
|
Guiyang Jumeng Technology Development Ltd.
|
China
|
|
|
Hyve Solutions Beijing Information Technologies Ltd
|
China
|
|
|
Hyve Solutions Canada Limited
|
Canada
|
|
|
Hyve Solutions China Limited
|
China
|
|
|
Hyve Solutions Corporation
|
California
|
|
|
Hyve Solutions Europe Limited
|
The United Kingdom
|
|
|
Hyve Solutions HK Limited
|
Hong Kong, China
|
Hyve Solutions India LLP
|
India
|
|
|
Hyve Solutions Japan K.K.
|
Japan
|
|
|
Hyve Solutions Korea Limited
|
Korea
|
|
|
Hyve Solutions Singapore Pte. Ltd
|
Singapore
|
|
|
Hyve Solutions (Taiwan) Corporation
|
Taiwan
|
|
|
Infotec SYNNEX Holdings K.K.
|
Japan
|
|
|
Japan Concentrix KK
|
Japan
|
|
|
Lasting Holdings Corporation
|
California
|
|
|
License Online, Inc
|
California
|
|
|
Maple Investment Holdings 3 Pte. Ltd
|
Singapore
|
|
|
Minacs Mexico S. de R.L. de C.V.
|
Mexico
|
|
|
Minacs Private Limited (UK Branch)
|
The United Kingdom
|
|
|
Minacs Worldwide GmbH
|
Germany
|
|
|
Minacs Worldwide GmbH Branch Belgium
|
Belgium
|
|
|
Minacs Worldwide GmbH (Greece Branch)
|
Greece
|
|
|
Minacs Worldwide GmbH Merkezi Almanya Istanbul Merkez Subesi (Turkey Branch)
|
Turkey
|
|
|
Minacs Worldwide GmbH (Netherlands Branch)
|
The Netherlands
|
Name of the Subsidiary
|
State or Country in Which Organized
|
|
|
Minacs Worldwide GmbH (Portugal Branch)
|
Portugal
|
|
|
Minacs Worldwide GmbH, Rüsselsheim Zug Branch
|
Switzerland
|
|
|
Minacs Worldwide GmbH soggetto estero (Italy Branch)
|
Italy
|
|
|
Minacs Worldwide GmbH - Societe etrangere non immatriculee au RCS (France Branch)
|
France
|
|
|
Minacs Worldwide GmbH SPÓŁLKA Z OGRANICZONA ODPOWIEDZIALNOSCIA ODDZIAŁL W POLSCE (Poland Branch)
|
Poland
|
|
|
Minacs Worldwide Gmbh Sucursal En Espana (Spain Branch)
|
Spain
|
|
|
Minacs Worldwide GmbH, Tyskland filia (Sweden Branch)
|
Sweden
|
|
|
SCGS (Malaysia) SDN. BHD.
|
Malaysia
|
|
|
Sennex Enterprises Limited
|
Hong Kong, China
|
|
|
Shenzhen Shunrong Telecommunication Technologies Ltd. (dba Concentrix China)
|
China
|
|
|
Shenzhen Shunrong Telecommunication Technologies Ltd. Foshan Branch
|
China
|
|
|
Sichuan 86Bridge Information Technology Ltd.
|
China
|
|
|
SIT Funding Corporation
|
Delaware
|
|
|
SYNNEX Canada Limited
|
Canada
|
|
|
SYNNEX-Concentrix UK Limited
|
The United Kingdom
|
|
|
SYNNEX de México, S.A. de C.V.
|
Mexico
|
|
|
SYNNEX Finance Hybrid II, LLC
|
California
|
|
|
SYNNEX Information Technologies (Beijing) Ltd.
|
China
|
|
|
SYNNEX Information Technologies (China) Ltd.
|
China
|
|
|
SYNNEX Information Technologies (Chengdu) Ltd.
|
China
|
|
|
SYNNEX Infotec Corporation
|
Japan
|
|
|
SYNNEX Servicios, S.A. de C.V.
|
Mexico
|
|
|
SYNNEX Software Technologies (HK) Limited
|
Hong Kong, China
|
|
|
The Global Email Trustee Limited
|
The United Kingdom
|
|
|
The Minacs Group Inc. (Philippines)
|
The Philippines
|
|
|
The Minacs Group (N.Z.) Limited
|
New Zealand
|
|
|
Velami Holdings Corporation
|
The Philippines
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Kevin M. Murai
|
|
Kevin M. Murai
|
|
President and Chief Executive Officer
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Marshall W. Witt
|
|
Marshall W. Witt
|
|
Chief Financial Officer
|
|
/s/ Kevin M. Murai
|
|
Kevin M. Murai
|
|
|
|
/s/ Marshall W. Witt
|
|
Marshall W. Witt
|