Acquisition, Integration and Restructuring Expenses Costs

12 Months Ended

Nov. 30, 2023

Restructuring and Related Activities [Abstract]

AQUISITION, INTEGRATION AND RESTRUCTURING COSTS

ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger and costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”).

The Merger

The Company incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, long-lived assets charges and termination fees, and stock-based compensation expense. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs, as well as costs related to the settlement of certain outstanding long-term cash incentive awards for Tech Data upon closing of the Merger. Long-lived asset charges and termination fees include accelerated depreciation and amortization expense of $17.4 million and $64.4 million during fiscal years 2023 and 2022, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems. Long-lived asset charges and termination fees also include $24.4 million recorded during fiscal year 2023 for termination fees related to certain IT systems, $4.7 million for impairment charges recorded during fiscal year 2022, and an impairment charge of $22.2 million recorded during fiscal year 2021 for the write-off of capitalized costs associated with Tech Data’s tdONE program. Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 5 – Share Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

In July 2023, the Company offered a voluntary severance program ("VSP") to certain co-workers in the United States as part of the Company's cost optimization efforts related to the Merger. The Company incurred $52.1 million of costs in connection with the VSP during the fiscal year ended November 30, 2023, including $42.3 million of severance costs and $9.8 million of duplicative labor costs.

To date, acquisition and integration expenses related to the Merger were composed of the following:


	Fiscal Years Ended November 30,
	2023		2022		2021
	(currency in thousands)
Professional services costs	$	20,775	$	29,352	$	22,288
Personnel and other costs	46,464		40,220		33,716
Long-lived assets charges and termination fees	41,812		69,053		22,166
Stock-based compensation	35,709		52,171		20,113
Voluntary severance program costs	52,091		—		—
Total	$	196,851	$	190,796	$	98,283

GBO 2 Program

Prior to the Merger, Tech Data implemented its GBO 2 Program that includes investments to optimize and standardize processes and apply data and analytics to be more agile in a rapidly evolving environment, increasing productivity, profitability and optimizing net-working capital. TD SYNNEX continued this program in conjunction with the Company’s integration activities. Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other costs. Restructuring costs are comprised of severance costs and other associated exit costs, including certain consulting costs. Other costs are primarily comprised of personnel costs, facilities costs and certain professional services fees not related to restructuring activities.

The Company incurred acquisition, integration, and restructuring costs under the GBO 2 Program of $9.4 million, $31.5 million and $13.9 million during the fiscal years ended November 30, 2023, 2022, and 2021, respectively. The GBO 2 Program was completed as of November 30, 2023. Accrued restructuring balances related to the GBO 2 Program were not material as of November 30, 2023 and 2022.