|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Florida
|
59-1578329
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
5350 Tech Data Drive
Clearwater, Florida
|
33760
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Large accelerated filer
|
x
|
Accelerated Filer
|
¨
|
|
|
|
|
Non-accelerated Filer
|
¨
|
Smaller Reporting Company Filer
|
¨
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Class
|
Outstanding at March 26, 2014
|
Common stock, par value $.0015 per share
|
38,176,879
|
|
|
|
|
|
|
|
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
|
|
|
|
|
ITEM 5.
|
||
ITEM 6.
|
||
ITEM 7.
|
||
ITEM 7A.
|
||
ITEM 8.
|
||
ITEM 9.
|
||
ITEM 9A.
|
||
ITEM 9B.
|
||
|
|
|
|
|
|
|
|
|
ITEM 10
|
||
ITEM 11
|
||
ITEM 12
|
||
ITEM 13
|
||
ITEM 14.
|
||
|
|
|
|
|
|
ITEM 15.
|
||
|
|
|
Exhibits
|
|
|
Certifications
|
|
ITEM 1.
|
Business.
|
•
|
Broadline - We define our broadline category to include, among other products, notebooks, tablets, desktop systems, printers, supplies and components.
|
•
|
Data Center - We define our data center category to include products such as servers, server accessories, networking products, storage hardware and networking support services.
|
•
|
Software
-
We define our software category as a broad variety of applications containing computer instructions or data that can be stored electronically. We offer a variety of software products, such as virtualization software, security software (firewalls, intrusion, detection and encryption), desktop application software, operating system software, utilities software and software service and support.
|
•
|
Mobility - We define our mobility category to include mobile handsets, navigation devices, aircards, SIM cards and other mobility-related accessories.
|
•
|
Consumer Electronics -
We define our consumer electronics category to include car and home audio / visual equipment, blue-ray and DVD players, televisions and related accessories, cameras and related accessories, gaming and home appliances.
|
|
2014
|
2013
|
||
VARs
|
51
|
%
|
52
|
%
|
Direct marketers and retailers
|
28
|
%
|
27
|
%
|
Corporate resellers
|
21
|
%
|
21
|
%
|
Name
|
|
Age
|
|
Title
|
Robert M. Dutkowsky
|
|
59
|
|
Chief Executive Officer
|
Jeffery P. Howells
|
|
56
|
|
Executive Vice President and Chief Financial Officer
|
Néstor Cano
|
|
49
|
|
President, Europe
|
Joseph H. Quaglia
|
|
49
|
|
President, the Americas
|
John A. Tonnison
|
|
45
|
|
Executive Vice President and Chief Information Officer
|
Alain Amsellem
|
|
54
|
|
Senior Vice President and Chief Financial Officer, Europe
|
Charles V. Dannewitz
|
|
59
|
|
Senior Vice President and Chief Financial Officer, the Americas
|
Joseph B. Trepani
|
|
53
|
|
Senior Vice President and Corporate Controller
|
David R. Vetter
|
|
54
|
|
Senior Vice President, General Counsel and Secretary
|
ITEM 1B.
|
Unresolved Staff Comments.
|
ITEM 2.
|
Properties.
|
ITEM 3.
|
Legal Proceedings.
|
ITEM 4.
|
Mine Safety Disclosures
.
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
Tech Data Corporation
|
100
|
|
225
|
|
259
|
|
287
|
|
281
|
|
298
|
NASDAQ Stock Market (U.S.) Index
|
100
|
|
146
|
|
186
|
|
198
|
|
226
|
|
299
|
SIC Code 5045 – Computer and Peripheral Equipment and Software
|
100
|
|
151
|
|
179
|
|
164
|
|
161
|
|
206
|
ITEM 6.
|
Selected Financial Data.
|
|
Year ended January 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income statement data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
26,821,904
|
|
|
$
|
25,358,329
|
|
|
$
|
25,647,313
|
|
|
$
|
23,619,938
|
|
|
$
|
22,089,258
|
|
Gross profit
|
1,362,346
|
|
|
1,303,054
|
|
|
1,377,441
|
|
|
1,278,253
|
|
|
1,163,704
|
|
|||||
Operating income
(2) (3) (4)
|
227,513
|
|
|
263,720
|
|
|
304,546
|
|
|
321,408
|
|
|
267,968
|
|
|||||
Consolidated net income
(3) (5) (6) (7)
|
179,932
|
|
|
183,040
|
|
|
201,202
|
|
|
212,992
|
|
|
192,205
|
|
|||||
Net income attributable to noncontrolling interest
(8)
|
0
|
|
|
(6,785
|
)
|
|
(10,452
|
)
|
|
(4,620
|
)
|
|
(1,045
|
)
|
|||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
179,932
|
|
|
$
|
176,255
|
|
|
$
|
190,750
|
|
|
$
|
208,372
|
|
|
$
|
191,160
|
|
Net income per share attributable to shareholders of Tech Data Corporation—basic
|
$
|
4.73
|
|
|
$
|
4.53
|
|
|
$
|
4.36
|
|
|
$
|
4.29
|
|
|
$
|
3.78
|
|
Net income per share attributable to shareholders of Tech Data Corporation—diluted
|
$
|
4.71
|
|
|
$
|
4.50
|
|
|
$
|
4.30
|
|
|
$
|
4.25
|
|
|
$
|
3.75
|
|
Dividends per common share
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Balance sheet data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(9)
|
$
|
1,851,447
|
|
|
$
|
1,700,485
|
|
|
$
|
1,720,564
|
|
|
$
|
1,899,124
|
|
|
$
|
2,252,713
|
|
Total assets
|
7,169,666
|
|
|
6,830,960
|
|
|
5,796,268
|
|
|
6,524,639
|
|
|
5,748,103
|
|
|||||
Revolving credit loans and current maturities of long-term debt, net
|
43,481
|
|
|
167,522
|
|
|
48,490
|
|
|
434,435
|
|
|
70,846
|
|
|||||
Long-term debt, net
|
354,121
|
|
|
354,458
|
|
|
57,253
|
|
|
60,076
|
|
|
337,384
|
|
|||||
Equity attributable to shareholders of Tech Data Corporation
|
2,098,611
|
|
|
1,918,369
|
|
|
1,953,804
|
|
|
2,108,451
|
|
|
2,088,589
|
|
(1)
|
See further discussion in Note 5 of Notes to Consolidated Financial Statements of the Company’s acquisition of SDG in fiscal 2013.
|
(2)
|
During fiscal 2014, the Company incurred $53.8 million of restatement-related expenses and recorded a gain of $35.5 million associated with legal settlements with certain manufacturers of LCD flat panel displays (see further discussion in Note 1 of Notes to Consolidated Financial Statements).
|
(3)
|
During fiscal 2013, the Company increased an accrual for various VAT matters in one of its subsidiaries in Spain by $41.0 million, including operating expenses of $29.5 million in relation to the assessment and penalties and $11.5 million for associated interest expense (see further discussion in Note 13 of Notes to Consolidated Financial Statements).
|
(4)
|
During fiscal 2012, the Company incurred a $28.3 million loss on disposal of subsidiaries related to the closure of certain of the Company’s operations in Latin America (see further discussion in Note 6 of Notes to Consolidated Financial Statements).
|
(5)
|
During fiscal 2014, the Company recorded income tax benefits of $45.3 million for the reversal of deferred tax valuation allowances primarily related to certain jurisdictions in Europe.
|
(6)
|
During fiscal 2013, the Company recorded a $25.1 million reversal of deferred tax valuation allowances related to a specific jurisdiction in Europe.
|
(7)
|
During fiscal 2012, the Company recorded a $13.6 million reversal of deferred tax valuation allowances which was substantially offset by the write-off of deferred income tax assets associated with the closure of Brazil’s commercial operations. During fiscal 2010, the Company recorded a $5.4 million decrease in the deferred tax valuation allowance.
|
(8)
|
During fiscal 2013, the Company completed the acquisition of Brightstar Corp.’s fifty percent ownership interest in Brightstar Europe Limited, which was a consolidated joint venture between Tech Data and Brightstar Corp (see further discussion in Note 5 of Notes to Consolidated Financial Statements).
|
(9)
|
Working capital represents total current assets less total current liabilities in the Consolidated Balance Sheet.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
2014
|
|
% of net sales
|
|
2013
|
|
% of net sales
|
|
2012
|
|
% of net sales
|
||||||
Net sales by geographic region ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
10,188,618
|
|
|
38.0%
|
|
$
|
9,823,515
|
|
|
38.7%
|
|
$
|
10,405,428
|
|
|
40.6%
|
Europe
|
16,633,286
|
|
|
62.0%
|
|
15,534,814
|
|
|
61.3%
|
|
15,241,885
|
|
|
59.4%
|
|||
Total
|
$
|
26,821,904
|
|
|
100.0%
|
|
$
|
25,358,329
|
|
|
100.0%
|
|
$
|
25,647,313
|
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year-over-year increase (decrease) in net sales (%):
|
2014 vs. 2013
|
|
|
|
2013 vs. 2012
|
|
|
|
|
|
|
||||||
Americas (US$)
|
3.7%
|
|
|
|
(5.6)%
|
|
|
|
|
|
|
||||||
Europe (US$)
|
7.1%
|
|
|
|
1.9%
|
|
|
|
|
|
|
||||||
Europe (Euro)
|
3.7%
|
|
|
|
9.3%
|
|
|
|
|
|
|
||||||
Total (US$)
|
5.8%
|
|
|
|
(1.1)%
|
|
|
|
|
|
|
|
2014
|
|
% of net sales
|
|
2013
|
|
% of net sales
|
|
2012
|
|
% of net sales
|
|||||||||
Operating income ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas
|
$
|
156,143
|
|
|
1.53
|
%
|
|
$
|
150,055
|
|
|
1.53
|
%
|
|
$
|
173,978
|
|
|
1.67
|
%
|
Europe
|
80,228
|
|
|
0.48
|
%
|
|
127,281
|
|
|
0.82
|
%
|
|
142,562
|
|
|
0.94
|
%
|
|||
Stock-based compensation expense
|
(8,858
|
)
|
|
(0.03
|
)%
|
|
(13,616
|
)
|
|
(0.05
|
)%
|
|
(11,994
|
)
|
|
(0.05
|
)%
|
|||
Total
|
$
|
227,513
|
|
|
0.85
|
%
|
|
$
|
263,720
|
|
|
1.04
|
%
|
|
$
|
304,546
|
|
|
1.19
|
%
|
|
2014
|
|
% of net sales
|
|
2013
|
|
% of net sales
|
|
2012
|
|
% of net sales
|
|||||||||
Non-GAAP operating income ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas
|
$
|
134,029
|
|
|
1.32
|
%
|
|
$
|
150,055
|
|
|
1.53
|
%
|
|
$
|
202,272
|
|
|
1.94
|
%
|
Europe
|
149,766
|
|
|
0.90
|
%
|
|
173,817
|
|
|
1.12
|
%
|
|
156,467
|
|
|
1.03
|
%
|
|||
Stock-based compensation expense
|
(8,858
|
)
|
|
(0.03
|
)%
|
|
(13,616
|
)
|
|
(0.05
|
)%
|
|
(11,994
|
)
|
|
(0.05
|
)%
|
|||
Total
|
$
|
274,937
|
|
|
1.03
|
%
|
|
$
|
310,256
|
|
|
1.22
|
%
|
|
$
|
346,745
|
|
|
1.35
|
%
|
|
Year ended January 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
GAAP to non-GAAP reconciliation of operating income - Americas:
|
|
|
|
|
|
||||||
Operating income - Americas
|
$
|
156,143
|
|
|
$
|
150,055
|
|
|
$
|
173,978
|
|
Restatement-related expenses and LCD settlements
(1)
|
(22,284
|
)
|
|
0
|
|
|
0
|
|
|||
Loss on disposal of subsidiaries
(3)
|
0
|
|
|
0
|
|
|
28,294
|
|
|||
Acquisition-related intangible assets amortization expense
(4)
|
170
|
|
|
0
|
|
|
0
|
|
|||
Non-GAAP operating income - Americas
|
$
|
134,029
|
|
|
$
|
150,055
|
|
|
$
|
202,272
|
|
|
|
|
|
|
|
||||||
GAAP to non-GAAP reconciliation of operating income - Europe:
|
|
|
|
|
|
||||||
Operating income - Europe
|
$
|
80,228
|
|
|
$
|
127,281
|
|
|
$
|
142,562
|
|
Restatement-related expenses
(1)
|
40,564
|
|
|
0
|
|
|
0
|
|
|||
Value added tax assessment
(2)
|
0
|
|
|
29,462
|
|
|
0
|
|
|||
Acquisition-related intangible assets amortization expense
(4)
|
28,974
|
|
|
17,074
|
|
|
13,905
|
|
|||
Non-GAAP operating income - Europe
|
$
|
149,766
|
|
|
$
|
173,817
|
|
|
$
|
156,467
|
|
|
|
|
|
|
|
||||||
Consolidated GAAP to non-GAAP reconciliation of operating income:
|
|
|
|
|
|
||||||
Operating income
|
$
|
227,513
|
|
|
$
|
263,720
|
|
|
$
|
304,546
|
|
Restatement-related expenses and LCD settlements
(1)
|
18,280
|
|
|
0
|
|
|
0
|
|
|||
Value added tax assessment
(2)
|
0
|
|
|
29,462
|
|
|
0
|
|
|||
Loss on disposal of subsidiaries
(3)
|
0
|
|
|
0
|
|
|
28,294
|
|
|||
Acquisition-related intangible assets amortization expense
(4)
|
29,144
|
|
|
17,074
|
|
|
13,905
|
|
|||
Non-GAAP operating income
|
$
|
274,937
|
|
|
$
|
310,256
|
|
|
$
|
346,745
|
|
|
|
|
|
|
|
||||||
GAAP to non-GAAP reconciliation of net income attributable to shareholders of Tech Data Corporation:
|
|
|
|
|
|
||||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
179,932
|
|
|
$
|
176,255
|
|
|
$
|
190,750
|
|
Restatement-related expenses and LCD settlements, net of tax
(1)
|
17,021
|
|
|
0
|
|
|
0
|
|
|||
Reversal of deferred tax valuation allowances
(5)
|
(45,303
|
)
|
|
(25,128
|
)
|
|
0
|
|
|||
Value added tax assessment and interest expense, net of tax
(2)
|
0
|
|
|
33,766
|
|
|
0
|
|
|||
Loss on disposal of subsidiaries, net of tax
(3)
|
0
|
|
|
0
|
|
|
19,221
|
|
|||
Acquisition-related intangible assets amortization expense, net of tax
(4)
|
21,305
|
|
|
12,559
|
|
|
10,521
|
|
|||
Non-GAAP net income attributable to shareholders of Tech Data Corporation
|
$
|
172,955
|
|
|
$
|
197,452
|
|
|
$
|
220,492
|
|
|
|
|
|
|
|
||||||
GAAP to non-GAAP reconciliation of net income per share attributable to shareholders of Tech Data Corporation—diluted:
|
|
|
|
|
|
||||||
Net income per share attributable to shareholders of Tech Data Corporation—diluted
|
$
|
4.71
|
|
|
$
|
4.50
|
|
|
$
|
4.30
|
|
Restatement-related expenses and LCD settlements, net of tax
(1)
|
0.44
|
|
|
0.00
|
|
|
0.00
|
|
|||
Reversal deferred tax valuation allowances
(5)
|
(1.19
|
)
|
|
(0.64
|
)
|
|
0.00
|
|
|||
Value added tax assessment and interest expense, net of tax
(2)
|
0.00
|
|
|
0.86
|
|
|
0.00
|
|
|||
Loss on disposal of subsidiaries, net of tax
(3)
|
0.00
|
|
|
0.00
|
|
|
0.43
|
|
|||
Acquisition-related intangible assets amortization expense, net of tax
(4)
|
0.56
|
|
|
0.32
|
|
|
0.24
|
|
|||
Non-GAAP net income per share attributable to shareholders of Tech Data Corporation—diluted
|
$
|
4.52
|
|
|
$
|
5.04
|
|
|
$
|
4.97
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
100.00
|
|
%
|
|
100.00
|
|
%
|
|
100.00
|
|
%
|
Cost of products sold
|
94.92
|
|
|
|
94.86
|
|
|
|
94.63
|
|
|
Gross profit
|
5.08
|
|
|
|
5.14
|
|
|
|
5.37
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
4.16
|
|
|
|
3.98
|
|
|
|
4.07
|
|
|
Restatement-related expenses and LCD settlements, net
|
0.07
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
Value added tax assessment
|
0.00
|
|
|
|
0.12
|
|
|
|
0.00
|
|
|
Loss on disposal of subsidiaries
|
0.00
|
|
|
|
0.00
|
|
|
|
0.11
|
|
|
|
4.23
|
|
|
|
4.10
|
|
|
|
4.18
|
|
|
Operating income
|
0.85
|
|
|
|
1.04
|
|
|
|
1.19
|
|
|
Interest expense
|
0.10
|
|
|
|
0.12
|
|
|
|
0.12
|
|
|
Other (income) expense, net
|
(0.01
|
)
|
|
|
0.02
|
|
|
|
0.01
|
|
|
Income before income taxes
|
0.76
|
|
|
|
0.90
|
|
|
|
1.06
|
|
|
Provision for income taxes
|
0.09
|
|
|
|
0.18
|
|
|
|
0.28
|
|
|
Consolidated net income
|
0.67
|
|
|
|
0.72
|
|
|
|
0.78
|
|
|
Net income attributable to noncontrolling interest
|
0.00
|
|
|
|
(0.02
|
)
|
|
|
(0.04
|
)
|
|
Net income attributable to shareholders of Tech Data Corporation
|
0.67
|
|
%
|
|
0.70
|
|
%
|
|
0.74
|
|
%
|
|
Years ended January 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
379,148
|
|
|
$
|
123,694
|
|
|
$
|
525,241
|
|
Investing activities
|
(24,011
|
)
|
|
(348,618
|
)
|
|
(69,457
|
)
|
|||
Financing activities
|
(127,311
|
)
|
|
80,294
|
|
|
(670,841
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,711
|
|
|
(1,068
|
)
|
|
(21,279
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
229,537
|
|
|
$
|
(145,698
|
)
|
|
$
|
(236,336
|
)
|
|
As of January 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Days of sales outstanding
|
37
|
|
39
|
|
37
|
Days of supply in inventory
|
29
|
|
29
|
|
27
|
Days of purchases outstanding
|
(47)
|
|
(47)
|
|
(43)
|
Cash conversion cycle (days)
|
19
|
|
21
|
|
21
|
|
Operating leases
|
|
Capital lease
|
|
Debt (1)
|
|
Total
|
||||||||
Fiscal year:
|
|
|
|
|
|
|
|
||||||||
2015
|
$
|
56,300
|
|
|
$
|
719
|
|
|
$
|
56,039
|
|
|
$
|
113,058
|
|
2016
|
47,900
|
|
|
700
|
|
|
13,125
|
|
|
61,725
|
|
||||
2017
|
31,800
|
|
|
664
|
|
|
13,125
|
|
|
45,589
|
|
||||
2018
|
28,500
|
|
|
664
|
|
|
358,271
|
|
|
387,435
|
|
||||
2019
|
22,700
|
|
|
664
|
|
|
0
|
|
|
23,364
|
|
||||
Thereafter
|
46,800
|
|
|
3,773
|
|
|
0
|
|
|
50,573
|
|
||||
Total payments
|
234,000
|
|
|
7,184
|
|
|
440,560
|
|
|
681,744
|
|
||||
Less amounts representing interest
|
0
|
|
|
(1,522
|
)
|
|
(47,646
|
)
|
|
(49,168
|
)
|
||||
Total principal payments
|
$
|
234,000
|
|
|
$
|
5,662
|
|
|
$
|
392,914
|
|
|
$
|
632,576
|
|
(1)
|
Amounts include interest on the Senior Notes calculated at the fixed rate of 3.75% per year and excludes estimated interest on the committed and uncommitted revolving credit facilities as these facilities are at variable rates of interest.
|
|
VaR
|
||||||
|
as of January 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Foreign currency exchange rate sensitive financial instruments
|
$
|
(2,251
|
)
|
|
$
|
(2,205
|
)
|
Interest rate sensitive financial instruments
|
(707
|
)
|
|
(661
|
)
|
||
Combined portfolio
|
$
|
(2,958
|
)
|
|
$
|
(2,866
|
)
|
ITEM 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
Financial Statements
|
|
|
|
Report of Independent Registered Certified Public Accounting Firm
|
|
|
|
Consolidated Balance Sheet
|
|
|
|
Consolidated Statement of Income
|
|
|
|
Consolidated Statement of Comprehensive Income
|
|
|
|
Consolidated Statement of Shareholders’ Equity
|
|
|
|
Consolidated Statement of Cash Flows
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Financial Statement Schedule
|
|
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
January 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
570,101
|
|
|
$
|
340,564
|
|
Accounts receivable, less allowances of $58,754 and $58,284
|
3,215,729
|
|
|
3,215,920
|
|
||
Inventories
|
2,450,782
|
|
|
2,254,510
|
|
||
Prepaid expenses and other assets
|
232,423
|
|
|
334,431
|
|
||
Total current assets
|
6,469,035
|
|
|
6,145,425
|
|
||
Property and equipment, net
|
77,631
|
|
|
84,395
|
|
||
Other assets, net
|
623,000
|
|
|
601,140
|
|
||
Total assets
|
$
|
7,169,666
|
|
|
$
|
6,830,960
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,959,410
|
|
|
$
|
3,657,251
|
|
Accrued expenses and other liabilities
|
614,697
|
|
|
620,167
|
|
||
Revolving credit loans and current maturities of long-term debt, net
|
43,481
|
|
|
167,522
|
|
||
Total current liabilities
|
4,617,588
|
|
|
4,444,940
|
|
||
Long-term debt, less current maturities
|
354,121
|
|
|
354,458
|
|
||
Other long-term liabilities
|
99,346
|
|
|
113,193
|
|
||
Total liabilities
|
5,071,055
|
|
|
4,912,591
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $.0015; 200,000,000 shares authorized; 59,239,085 shares issued at January 31, 2014 and 2013
|
89
|
|
|
89
|
|
||
Additional paid-in capital
|
675,597
|
|
|
680,715
|
|
||
Treasury stock, at cost (21,177,130 and 21,436,566 shares at January 31, 2014 and 2013)
|
(894,936
|
)
|
|
(905,900
|
)
|
||
Retained earnings
|
1,993,290
|
|
|
1,813,358
|
|
||
Accumulated other comprehensive income
|
324,571
|
|
|
330,107
|
|
||
Total shareholders' equity
|
2,098,611
|
|
|
1,918,369
|
|
||
Total liabilities and shareholders' equity
|
$
|
7,169,666
|
|
|
$
|
6,830,960
|
|
|
Year ended January 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
26,821,904
|
|
|
$
|
25,358,329
|
|
|
$
|
25,647,313
|
|
Cost of products sold
|
25,459,558
|
|
|
24,055,275
|
|
|
24,269,872
|
|
|||
Gross profit
|
1,362,346
|
|
|
1,303,054
|
|
|
1,377,441
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
1,116,553
|
|
|
1,009,872
|
|
|
1,044,601
|
|
|||
Restatement-related expenses and LCD settlements, net (Note 1)
|
18,280
|
|
|
0
|
|
|
0
|
|
|||
Value added tax assessment (Note 13)
|
0
|
|
|
29,462
|
|
|
0
|
|
|||
Loss on disposal of subsidiaries (Note 6)
|
0
|
|
|
0
|
|
|
28,294
|
|
|||
|
1,134,833
|
|
|
1,039,334
|
|
|
1,072,895
|
|
|||
Operating income
|
227,513
|
|
|
263,720
|
|
|
304,546
|
|
|||
Interest expense
|
26,606
|
|
|
30,126
|
|
|
31,377
|
|
|||
Other (income) expense, net
|
(3,402
|
)
|
|
4,128
|
|
|
858
|
|
|||
Income before income taxes
|
204,309
|
|
|
229,466
|
|
|
272,311
|
|
|||
Provision for income taxes
|
24,377
|
|
|
46,426
|
|
|
71,109
|
|
|||
Consolidated net income
|
179,932
|
|
|
183,040
|
|
|
201,202
|
|
|||
Net income attributable to noncontrolling interest
|
0
|
|
|
(6,785
|
)
|
|
(10,452
|
)
|
|||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
179,932
|
|
|
$
|
176,255
|
|
|
$
|
190,750
|
|
Net income per share attributable to shareholders of Tech Data Corporation
|
|
|
|
|
|
||||||
Basic
|
$
|
4.73
|
|
|
$
|
4.53
|
|
|
$
|
4.36
|
|
Diluted
|
$
|
4.71
|
|
|
$
|
4.50
|
|
|
$
|
4.30
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
38,020
|
|
|
38,871
|
|
|
43,749
|
|
|||
Diluted
|
38,228
|
|
|
39,180
|
|
|
44,327
|
|
|
Year ended January 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Consolidated net income
|
$
|
179,932
|
|
|
$
|
183,040
|
|
|
$
|
201,202
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(5,536
|
)
|
|
47,590
|
|
|
(76,819
|
)
|
|||
Total comprehensive income
|
174,396
|
|
|
230,630
|
|
|
124,383
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
0
|
|
|
(4,881
|
)
|
|
(8,917
|
)
|
|||
Comprehensive income attributable to shareholders of Tech Data Corporation
|
$
|
174,396
|
|
|
$
|
225,749
|
|
|
$
|
115,466
|
|
|
Tech Data Corporation Shareholders
|
|
|
|
|
|||||||||||||||||||||||||
|
Common Stock
|
|
Additional
paid-in capital |
|
Treasury
stock |
|
Retained
earnings |
|
Accumulated other
comprehensive income |
|
Noncontrolling
interest |
|
Total
equity |
|||||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||
Balance—January 31, 2011
|
59,239
|
|
|
$
|
89
|
|
|
$
|
770,221
|
|
|
$
|
(466,635
|
)
|
|
$
|
1,446,353
|
|
|
$
|
358,423
|
|
|
$
|
23,961
|
|
|
$
|
2,132,412
|
|
Purchase of treasury stock, at cost
|
0
|
|
|
0
|
|
|
0
|
|
|
(314,886
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(314,886
|
)
|
|||||||
Issuance of treasury stock for benefit plans and equity-based awards exercised, including related tax benefit of $2,718
|
0
|
|
|
0
|
|
|
(9,128
|
)
|
|
41,907
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
32,779
|
|
|||||||
Stock-based compensation expense
|
0
|
|
|
0
|
|
|
11,994
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
11,994
|
|
|||||||
Total other comprehensive loss
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(75,284
|
)
|
|
(1,535
|
)
|
|
(76,819
|
)
|
|||||||
Declaration of return of capital to joint venture partner
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(4,553
|
)
|
|
(4,553
|
)
|
|||||||
Net income
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
190,750
|
|
|
0
|
|
|
10,452
|
|
|
201,202
|
|
|||||||
Balance—January 31, 2012
|
59,239
|
|
|
89
|
|
|
773,087
|
|
|
(739,614
|
)
|
|
1,637,103
|
|
|
283,139
|
|
|
28,325
|
|
|
1,982,129
|
|
|||||||
Purchase of treasury stock, at cost
|
0
|
|
|
0
|
|
|
0
|
|
|
(185,114
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(185,114
|
)
|
|||||||
Issuance of treasury stock for benefit plan and equity-based awards exercised, including related tax benefit of $5,814
|
0
|
|
|
0
|
|
|
(20,072
|
)
|
|
18,828
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(1,244
|
)
|
|||||||
Stock-based compensation expense
|
0
|
|
|
0
|
|
|
13,616
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
13,616
|
|
|||||||
Total other comprehensive income
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
49,494
|
|
|
(1,904
|
)
|
|
47,590
|
|
|||||||
Declaration of return of capital to joint venture partner
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(4,428
|
)
|
|
(4,428
|
)
|
|||||||
Purchase of noncontrolling interest
|
0
|
|
|
0
|
|
|
(85,916
|
)
|
|
0
|
|
|
0
|
|
|
(2,526
|
)
|
|
(28,778
|
)
|
|
(117,220
|
)
|
|||||||
Net income
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
176,255
|
|
|
0
|
|
|
6,785
|
|
|
183,040
|
|
|||||||
Balance—January 31, 2013
|
59,239
|
|
|
89
|
|
|
680,715
|
|
|
(905,900
|
)
|
|
1,813,358
|
|
|
330,107
|
|
|
0
|
|
|
1,918,369
|
|
|||||||
Issuance of treasury stock for benefit plan and equity-based awards exerc
ised, including related tax benefit of $1,038
|
0
|
|
|
0
|
|
|
(13,976
|
)
|
|
10,964
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(3,012
|
)
|
|||||||
Stock-based compensation expense
|
0
|
|
|
0
|
|
|
8,858
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
8,858
|
|
|||||||
Total other comprehensive loss
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(5,536
|
)
|
|
0
|
|
|
(5,536
|
)
|
|||||||
Net income
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
179,932
|
|
|
0
|
|
|
0
|
|
|
179,932
|
|
|||||||
Balance—January 31, 2014
|
59,239
|
|
|
$
|
89
|
|
|
$
|
675,597
|
|
|
$
|
(894,936
|
)
|
|
$
|
1,993,290
|
|
|
$
|
324,571
|
|
|
$
|
0
|
|
|
$
|
2,098,611
|
|
|
Year ended January 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Cash received from customers
|
$
|
28,253,552
|
|
|
$
|
26,531,396
|
|
|
$
|
27,034,281
|
|
Cash paid to vendors and employees
|
(27,775,887
|
)
|
|
(26,306,835
|
)
|
|
(26,404,749
|
)
|
|||
Interest paid
|
(23,082
|
)
|
|
(11,422
|
)
|
|
(18,313
|
)
|
|||
Income taxes paid
|
(75,435
|
)
|
|
(89,445
|
)
|
|
(85,978
|
)
|
|||
Net cash provided by operating activities
|
379,148
|
|
|
123,694
|
|
|
525,241
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
6,377
|
|
|
(310,253
|
)
|
|
(24,898
|
)
|
|||
Acquisition of trademark
|
(1,519
|
)
|
|
0
|
|
|
0
|
|
|||
Expenditures for property and equipment
|
(15,598
|
)
|
|
(14,871
|
)
|
|
(13,672
|
)
|
|||
Software and software development costs
|
(13,271
|
)
|
|
(23,494
|
)
|
|
(30,887
|
)
|
|||
Net cash used in investing activities
|
(24,011
|
)
|
|
(348,618
|
)
|
|
(69,457
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the reissuance of treasury stock
|
1,139
|
|
|
3,397
|
|
|
35,093
|
|
|||
Cash paid for purchase of treasury stock
|
0
|
|
|
(185,114
|
)
|
|
(314,886
|
)
|
|||
(Repayments) borrowings on long-term loans from joint venture partner
|
0
|
|
|
(49,549
|
)
|
|
460
|
|
|||
Acquisition of noncontrolling interest in joint venture
|
0
|
|
|
(117,220
|
)
|
|
0
|
|
|||
Return of capital to joint venture partner
|
0
|
|
|
(9,074
|
)
|
|
0
|
|
|||
Acquisition earn-out payment
|
(6,183
|
)
|
|
0
|
|
|
0
|
|
|||
Proceeds from issuance of Senior Notes, net of expenses
|
0
|
|
|
345,810
|
|
|
0
|
|
|||
Net (repayments) borrowings on revolving credit loans
|
(122,656
|
)
|
|
87,240
|
|
|
(41,195
|
)
|
|||
Principal payments on long-term debt
|
(538
|
)
|
|
(500
|
)
|
|
(352,316
|
)
|
|||
Excess tax benefit from stock-based compensation
|
927
|
|
|
5,304
|
|
|
2,003
|
|
|||
Net cash (used in) provided by financing activities
|
(127,311
|
)
|
|
80,294
|
|
|
(670,841
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,711
|
|
|
(1,068
|
)
|
|
(21,279
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
229,537
|
|
|
(145,698
|
)
|
|
(236,336
|
)
|
|||
Cash and cash equivalents at beginning of year
|
340,564
|
|
|
486,262
|
|
|
722,598
|
|
|||
Cash and cash equivalents at end of year
|
$
|
570,101
|
|
|
$
|
340,564
|
|
|
$
|
486,262
|
|
|
|
|
|
|
|
||||||
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
179,932
|
|
|
$
|
176,255
|
|
|
$
|
190,750
|
|
Net income attributable to noncontrolling interest
|
0
|
|
|
6,785
|
|
|
10,452
|
|
|||
Consolidated net income
|
179,932
|
|
|
183,040
|
|
|
201,202
|
|
|||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Loss on disposal of subsidiaries
|
0
|
|
|
0
|
|
|
28,294
|
|
|||
Depreciation and amortization
|
72,979
|
|
|
58,353
|
|
|
57,332
|
|
|||
Provision for losses on accounts receivable
|
11,725
|
|
|
9,653
|
|
|
10,813
|
|
|||
Stock-based compensation expense
|
8,858
|
|
|
13,616
|
|
|
11,994
|
|
|||
Accretion of debt discount on Senior Notes and convertible senior debentures
|
264
|
|
|
88
|
|
|
8,994
|
|
|||
Deferred income taxes
|
(53,484
|
)
|
|
(22,759
|
)
|
|
(33,952
|
)
|
|||
Excess tax benefit from stock-based compensation
|
(927
|
)
|
|
(5,304
|
)
|
|
(2,003
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(36,031
|
)
|
|
(103,538
|
)
|
|
(10,744
|
)
|
|||
Inventories
|
(209,383
|
)
|
|
(151,713
|
)
|
|
457,190
|
|
|||
Prepaid expenses and other assets
|
77,737
|
|
|
(102,139
|
)
|
|
(37,766
|
)
|
|||
Accounts payable
|
321,254
|
|
|
218,618
|
|
|
(124,577
|
)
|
|||
Accrued expenses and other liabilities
|
6,224
|
|
|
25,779
|
|
|
(41,536
|
)
|
|||
Total adjustments
|
199,216
|
|
|
(59,346
|
)
|
|
324,039
|
|
|||
Net cash provided by operating activities
|
$
|
379,148
|
|
|
$
|
123,694
|
|
|
$
|
525,241
|
|
|
|
|
|
|
|
Years
|
||
Buildings and improvements
|
|
|
|
|
|
15
|
-
|
39
|
Leasehold improvements
|
|
|
|
|
|
3
|
-
|
10
|
Furniture, fixtures and equipment
|
|
|
|
|
|
3
|
-
|
10
|
|
|
|
Year ended January 31,
|
||||||||||
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(In thousands, except per share data)
|
||||||||||
Net income attributable to shareholders of Tech Data Corporation
|
|
|
$
|
179,932
|
|
|
$
|
176,255
|
|
|
$
|
190,750
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares - basic
|
|
|
38,020
|
|
|
38,871
|
|
|
43,749
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||
Equity-based awards
|
|
|
208
|
|
|
309
|
|
|
578
|
|
|||
Weighted-average common shares - diluted
|
|
|
38,228
|
|
|
39,180
|
|
|
44,327
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to shareholders of Tech Data Corporation
|
|
|
|
|
|
|
|
||||||
Basic
|
|
|
$
|
4.73
|
|
|
$
|
4.53
|
|
|
$
|
4.36
|
|
Diluted
|
|
|
$
|
4.71
|
|
|
$
|
4.50
|
|
|
$
|
4.30
|
|
|
|
|
January 31,
|
||||||
|
|
|
2014
|
|
2013
|
||||
|
|
|
(In thousands)
|
||||||
Land
|
|
|
$
|
5,778
|
|
|
$
|
5,804
|
|
Buildings and leasehold improvements
|
|
|
84,362
|
|
|
82,607
|
|
||
Furniture, fixtures and equipment
|
|
|
323,266
|
|
|
348,694
|
|
||
Property and equipment
|
|
|
413,406
|
|
|
437,105
|
|
||
Less: accumulated depreciation
|
|
|
(335,775
|
)
|
|
(352,710
|
)
|
||
Property and equipment, net
|
|
|
$
|
77,631
|
|
|
$
|
84,395
|
|
|
Americas
|
|
Europe
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Balance as of February 1, 2013
|
$
|
2,966
|
|
|
$
|
222,079
|
|
|
$
|
225,045
|
|
Goodwill acquired during the year
|
1,922
|
|
|
2,463
|
|
|
4,385
|
|
|||
Foreign currency translation adjustment
|
0
|
|
|
1,042
|
|
|
1,042
|
|
|||
Balance as of January 31, 2014
|
$
|
4,888
|
|
|
$
|
225,584
|
|
|
$
|
230,472
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||||||||||||||||
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Net book
value |
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Net book
value |
||||||||||||
|
|
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||||||
Capitalized software and
development costs |
$
|
328,456
|
|
|
$
|
255,946
|
|
|
$
|
72,510
|
|
|
$
|
330,116
|
|
|
$
|
248,013
|
|
|
$
|
82,103
|
|
Customer and vendor relationships
|
209,685
|
|
|
74,461
|
|
|
135,224
|
|
|
206,415
|
|
|
52,608
|
|
|
153,807
|
|
||||||
Preferred supplier agreement
|
32,120
|
|
|
7,622
|
|
|
24,498
|
|
|
31,536
|
|
|
1,549
|
|
|
29,987
|
|
||||||
Other intangible assets
|
13,485
|
|
|
7,814
|
|
|
5,671
|
|
|
10,007
|
|
|
6,346
|
|
|
3,661
|
|
||||||
Total
|
$
|
583,746
|
|
|
$
|
345,843
|
|
|
$
|
237,903
|
|
|
$
|
578,074
|
|
|
$
|
308,516
|
|
|
$
|
269,558
|
|
Fiscal year:
|
Capitalized software and development costs
|
Acquired intangible assets
|
Total
|
||||||
2015
|
$
|
19,800
|
|
$
|
28,900
|
|
$
|
48,700
|
|
2016
|
14,300
|
|
25,000
|
|
39,300
|
|
|||
2017
|
10,700
|
|
24,000
|
|
34,700
|
|
|||
2018
|
7,800
|
|
22,100
|
|
29,900
|
|
|||
2019
|
5,200
|
|
15,900
|
|
21,100
|
|
Cash
|
$
|
65,000
|
|
Accounts receivable
|
260,800
|
|
|
Inventories
|
126,100
|
|
|
Tangible assets (includes property and equipment, deferred tax assets and other assets)
|
6,200
|
|
|
Goodwill
|
122,600
|
|
|
Identifiable intangible assets
|
134,300
|
|
|
Accounts payable
|
(265,200
|
)
|
|
Liabilities (includes accrued expenses, deferred tax liability and other liabilities)
|
(91,800
|
)
|
|
|
$
|
358,000
|
|
|
|
Fiscal Year Ended January 31,
|
||
|
|
2013
|
||
|
|
(In thousands, unaudited)
|
||
|
|
|
||
Net sales
|
|
|
||
As reported
|
|
$
|
25,358,329
|
|
Proforma
|
|
$
|
27,099,438
|
|
|
|
|
||
Net income attributable to shareholders of Tech Data Corporation
|
|
|
||
As reported
|
|
$
|
176,255
|
|
Proforma
|
|
$
|
188,265
|
|
|
January 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Senior Notes, interest at 3.75% payable semi-annually, due September 21, 2017
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Less—unamortized debt discount
|
(974
|
)
|
|
(1,238
|
)
|
||
Senior Notes, net
|
349,026
|
|
|
348,762
|
|
||
Capital leases
|
5,662
|
|
|
6,243
|
|
||
Other committed and uncommitted revolving credit facilities, average interest rate of 6.15% and 2.09% at January 31, 2014 and January 31, 2013, respectively, expiring on various dates through fiscal 2017
|
42,914
|
|
|
166,975
|
|
||
|
397,602
|
|
|
521,980
|
|
||
Less—current maturities (included as “Revolving credit loans and current maturities of long-term debt, net”)
|
(43,481
|
)
|
|
(167,522
|
)
|
||
Total long-term debt
|
$
|
354,121
|
|
|
$
|
354,458
|
|
Fiscal year:
|
|
|
||
2015
|
|
$
|
43,633
|
|
2016
|
|
700
|
|
|
2017
|
|
664
|
|
|
2018
|
|
350,664
|
|
|
2019
|
|
664
|
|
|
Thereafter
|
|
3,773
|
|
|
Total payments
|
|
400,098
|
|
|
Less - amounts representing interest on capital leases
|
|
(1,522
|
)
|
|
Total principal payments
|
|
$
|
398,576
|
|
|
Year ended January 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
0.8
|
|
|
1.2
|
|
|
0.4
|
|
Net changes in deferred tax valuation allowances
|
(19.5
|
)
|
|
(9.0
|
)
|
|
(3.4
|
)
|
Tax on foreign earnings different than U.S. rate
|
(11.7
|
)
|
|
(9.9
|
)
|
|
(9.9
|
)
|
Nondeductible penalties
|
0.0
|
|
|
0.5
|
|
|
0.0
|
|
Nondeductible interest
|
6.4
|
|
|
0.8
|
|
|
1.6
|
|
Reserve established for foreign income tax contingencies
|
0.3
|
|
|
0.5
|
|
|
0.1
|
|
Reversal of previously accrued income tax reserves
|
0.0
|
|
|
0.0
|
|
|
(0.4
|
)
|
Effect of company-owned life insurance
|
(0.6
|
)
|
|
(0.4
|
)
|
|
0.0
|
|
Disposal of subsidiaries
|
0.0
|
|
|
0.0
|
|
|
3.2
|
|
Other, net
|
1.2
|
|
|
1.4
|
|
|
(0.5
|
)
|
|
11.9
|
%
|
|
20.1
|
%
|
|
26.1
|
%
|
|
January 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
70,800
|
|
|
$
|
81,679
|
|
Capitalized marketing program costs
|
4,722
|
|
|
3,456
|
|
||
Goodwill
|
6,108
|
|
|
4,004
|
|
||
Deferred costs currently deductible
|
6,094
|
|
|
4,870
|
|
||
Other, net
|
7,491
|
|
|
5,074
|
|
||
Total deferred tax liabilities
|
95,215
|
|
|
99,083
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
50,665
|
|
|
50,039
|
|
||
Loss carryforwards
|
125,914
|
|
|
124,536
|
|
||
Amortizable goodwill
|
11,915
|
|
|
15,253
|
|
||
Depreciation and amortization
|
7,699
|
|
|
6,706
|
|
||
Disallowed interest expense
|
38,481
|
|
|
28,069
|
|
||
Other, net
|
10,149
|
|
|
12,908
|
|
||
|
244,823
|
|
|
237,511
|
|
||
Less: valuation allowances
|
(101,340
|
)
|
|
(142,375
|
)
|
||
Total deferred tax assets
|
143,483
|
|
|
95,136
|
|
||
Net deferred tax asset (liability)
|
$
|
48,268
|
|
|
$
|
(3,947
|
)
|
Gross unrecognized tax benefits at January 31, 2011
|
$
|
5,075
|
|
Increases in tax positions for prior years
|
1,590
|
|
|
Decreases in tax positions for prior years
|
(208
|
)
|
|
Increases in tax positions for current year
|
56
|
|
|
Expiration of statutes of limitation
|
(791
|
)
|
|
Settlements
|
(1,990
|
)
|
|
Changes due to translation of foreign currencies
|
(47
|
)
|
|
Gross unrecognized tax benefits at January 31, 2012
|
3,685
|
|
|
Increases in tax positions for prior years
|
2,890
|
|
|
Decreases in tax positions for prior years
|
(127
|
)
|
|
Increases in tax positions for current year
|
171
|
|
|
Expiration of statutes of limitation
|
(38
|
)
|
|
Settlements
|
(1,106
|
)
|
|
Changes due to translation of foreign currencies
|
124
|
|
|
Gross unrecognized tax benefits at January 31, 2013
|
5,599
|
|
|
Increases in tax positions for prior years
|
1,956
|
|
|
Decreases in tax positions for prior years
|
(420
|
)
|
|
Increases in tax positions for current year
|
93
|
|
|
Expiration of statutes of limitation
|
(77
|
)
|
|
Settlements
|
(1,295
|
)
|
|
Changes due to translation of foreign currencies
|
3
|
|
|
Gross unrecognized tax benefits at January 31, 2014
|
$
|
5,859
|
|
|
Shares
|
|
Weighted-
average grant date fair value |
|||
Outstanding at January 31, 2013
|
606,767
|
|
|
$
|
49.18
|
|
Vested
|
(277,139
|
)
|
|
46.49
|
|
|
Canceled
|
(45,424
|
)
|
|
51.37
|
|
|
Outstanding at January 31, 2014
|
284,204
|
|
|
$
|
51.45
|
|
|
Shares
|
|
Weighted-
average exercise price |
|
Weighted-
Average remaining contractual term (in years) |
|
Aggregate
intrinsic value (in thousands) |
|||||
Outstanding at January 31, 2013
|
502,225
|
|
|
$
|
33.33
|
|
|
|
|
|
||
Exercised
|
(169,246
|
)
|
|
23.70
|
|
|
|
|
|
|||
Canceled
|
(3,191
|
)
|
|
29.38
|
|
|
|
|
|
|||
Outstanding at January 31, 2014
|
329,788
|
|
|
38.31
|
|
|
1.1
|
|
$
|
5,148
|
|
|
Vested and expected to vest at January 31, 2014
|
329,416
|
|
|
38.29
|
|
|
1.1
|
|
5,148
|
|
||
Exercisable at January 31, 2014
|
325,111
|
|
|
38.09
|
|
|
1.0
|
|
5,148
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||
Range of exercise prices
|
Number
outstanding at 1/31/14 |
|
Weighted-
average remaining contractual life (years) |
|
Weighted-
average exercise price |
|
Number
exercisable at 1/31/14 |
|
Weighted-
average exercise price |
||||
$21.13 – $21.13
|
33,355
|
|
4.8
|
|
$
|
21.13
|
|
|
33,355
|
|
$
|
21.13
|
|
24.69 – 31.63
|
13,963
|
|
0.4
|
|
27.90
|
|
|
13,963
|
|
27.90
|
|
||
37.04 – 37.04
|
29,000
|
|
2.2
|
|
37.04
|
|
|
29,000
|
|
37.04
|
|
||
37.06 – 40.69
|
32,347
|
|
1.8
|
|
38.15
|
|
|
32,347
|
|
38.15
|
|
||
41.08 – 41.08
|
200,410
|
|
0.2
|
|
41.08
|
|
|
200,410
|
|
41.08
|
|
||
41.55 – 45.72
|
11,257
|
|
0.9
|
|
44.89
|
|
|
11,257
|
|
44.89
|
|
||
48.79 – 54.03
|
9,456
|
|
5.4
|
|
52.25
|
|
|
4,779
|
|
50.50
|
|
||
|
329,788
|
|
1.1
|
|
38.31
|
|
|
325,111
|
|
38.09
|
|
|
Shares
|
|
Weighted-
average price per share |
|||
Treasury stock balance at January 31, 2012
|
18,166,761
|
|
|
$
|
40.71
|
|
Shares of common stock repurchased under share repurchase programs
|
3,878,548
|
|
|
49.33
|
|
|
Shares of treasury stock reissued
|
(608,743
|
)
|
|
|
||
Treasury stock balance at January 31, 2013
|
21,436,566
|
|
|
42.26
|
|
|
Shares of treasury stock reissued
|
(259,436
|
)
|
|
|
||
Treasury stock balance at January 31, 2014
|
21,177,130
|
|
|
42.26
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||||||||
|
Fair value measurement category
|
|
Fair value measurement category
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
6,160
|
|
|
|
|
$
|
19,835
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
2,423
|
|
|
|
|
$
|
19,628
|
|
|
||||
Acquisition-related contingent consideration
|
|
|
$
|
10,571
|
|
|
|
|
$
|
18,147
|
|
Fiscal year:
|
|
||
2015
|
$
|
56,300
|
|
2016
|
47,900
|
|
|
2017
|
31,800
|
|
|
2018
|
28,500
|
|
|
2019
|
22,700
|
|
|
Thereafter
|
46,800
|
|
|
Total payments
|
$
|
234,000
|
|
|
Year ended January 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Net sales to unaffiliated customers
|
|
|
|
|
|
||||||
Americas
(1)
|
$
|
10,188,618
|
|
|
$
|
9,823,515
|
|
|
$
|
10,405,428
|
|
Europe
|
16,633,286
|
|
|
15,534,814
|
|
|
15,241,885
|
|
|||
Total
|
$
|
26,821,904
|
|
|
$
|
25,358,329
|
|
|
$
|
25,647,313
|
|
|
|
|
|
|
|
||||||
Operating income
|
|
|
|
|
|
||||||
Americas
(2) (3)
|
$
|
156,143
|
|
|
$
|
150,055
|
|
|
$
|
173,978
|
|
Europe
(4) (5)
|
80,228
|
|
|
127,281
|
|
|
142,562
|
|
|||
Stock-based compensation expense
|
(8,858
|
)
|
|
(13,616
|
)
|
|
(11,994
|
)
|
|||
Total
|
$
|
227,513
|
|
|
$
|
263,720
|
|
|
$
|
304,546
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Americas
|
$
|
16,763
|
|
|
$
|
16,210
|
|
|
$
|
16,338
|
|
Europe
|
56,216
|
|
|
42,143
|
|
|
40,994
|
|
|||
Total
|
$
|
72,979
|
|
|
$
|
58,353
|
|
|
$
|
57,332
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Americas
|
$
|
9,530
|
|
|
$
|
19,842
|
|
|
$
|
29,240
|
|
Europe
|
19,339
|
|
|
18,523
|
|
|
15,319
|
|
|||
Total
|
$
|
28,869
|
|
|
$
|
38,365
|
|
|
$
|
44,559
|
|
|
As of
|
||||||
|
January 31, 2014
|
|
January 31, 2013
|
||||
|
(In thousands)
|
||||||
Identifiable assets:
|
|
|
|
||||
Americas
|
$
|
1,984,895
|
|
|
$
|
2,004,295
|
|
Europe
|
5,184,771
|
|
|
4,826,665
|
|
||
Total
|
$
|
7,169,666
|
|
|
$
|
6,830,960
|
|
|
|
|
|
||||
Long-lived assets:
|
|
|
|
||||
Americas
(1)
|
$
|
28,091
|
|
|
$
|
30,492
|
|
Europe
|
49,540
|
|
|
53,903
|
|
||
Total
|
$
|
77,631
|
|
|
$
|
84,395
|
|
|
|
|
|
||||
Goodwill & acquisition-related intangible assets, net:
|
|
|
|
||||
Americas
|
$
|
8,936
|
|
|
$
|
2,966
|
|
Europe
|
386,919
|
|
|
409,534
|
|
||
Total
|
$
|
395,855
|
|
|
$
|
412,500
|
|
(1)
|
Net sales to unaffiliated customers in the United States represented
86%
,
85%
and
83%
, respectively, of the total Americas' net sales to unaffiliated customers for the fiscal years ended January 31, 2014, 2013 and 2012, respectively. Total long-lived assets excluding goodwill, intangible assets and investments in subsidiaries in the United States represented
90%
of the Americas' total long-lived assets at both January 31, 2014 and 2013.
|
(2)
|
Operating income in the Americas for the fiscal year ended January 31, 2014 includes a gain associated with legal settlements of
$35.5 million
and restatement-related expenses of
$13.2 million
. See Note 1 - Business and Summary of Significant Accounting Policies.
|
(3)
|
During fiscal 2012, the Company incurred a
$28.3 million
loss on disposal of subsidiaries related to the closure of the operations in Brazil and Colombia (see further discussion in Note 6 - Loss on Disposal of Subsidiaries).
|
(4)
|
Operating income in Europe for the fiscal year ended January 31, 2014 includes
$40.6 million
of restatement-related expenses.
|
(5)
|
Operating income in Europe for the fiscal year ended January 31, 2013 includes a VAT assessment of
$29.5 million
in relation to an assessment and penalties for various VAT matters in one of the Company’s subsidiaries in Spain (see further discussion in Note 13 - Commitments and Contingencies).
|
|
Quarter ended
|
||||||||||||||
|
April 30
(1)
|
|
July 31
(1)
|
|
October 31
(1) (2)
|
|
January 31
(1)(2)(3)
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Fiscal year 2014:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
6,147,757
|
|
|
$
|
6,327,476
|
|
|
$
|
6,373,564
|
|
|
$
|
7,973,107
|
|
Gross profit
|
322,414
|
|
|
315,840
|
|
|
326,076
|
|
|
398,016
|
|
||||
Operating income
|
36,031
|
|
|
29,859
|
|
|
63,880
|
|
|
97,743
|
|
||||
Consolidated net income
|
17,760
|
|
|
14,695
|
|
|
37,716
|
|
|
109,761
|
|
||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
17,760
|
|
|
$
|
14,695
|
|
|
$
|
37,716
|
|
|
$
|
109,761
|
|
Net income per share attributable to shareholders of Tech Data Corporation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.47
|
|
|
$
|
0.39
|
|
|
$
|
0.99
|
|
|
$
|
2.88
|
|
Diluted
|
$
|
0.47
|
|
|
$
|
0.38
|
|
|
$
|
0.99
|
|
|
$
|
2.87
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
||||||||||||||
|
April 30
|
|
July 31
|
|
October 31
|
|
January 31
(4) (5)
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Fiscal year 2013:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,910,063
|
|
|
$
|
5,968,419
|
|
|
$
|
6,037,475
|
|
|
$
|
7,442,372
|
|
Gross profit
|
323,408
|
|
|
302,593
|
|
|
306,079
|
|
|
370,974
|
|
||||
Operating income
|
82,458
|
|
|
60,311
|
|
|
63,595
|
|
|
57,356
|
|
||||
Consolidated net income
|
56,012
|
|
|
38,527
|
|
|
44,060
|
|
|
44,441
|
|
||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
54,178
|
|
|
$
|
34,699
|
|
|
$
|
42,937
|
|
|
$
|
44,441
|
|
Net income per share attributable to shareholders of Tech Data Corporation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.32
|
|
|
$
|
0.89
|
|
|
$
|
1.14
|
|
|
$
|
1.18
|
|
Diluted
|
$
|
1.30
|
|
|
$
|
0.89
|
|
|
$
|
1.13
|
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
(1)
|
During the first, second, third and fourth quarters of fiscal 2014, the Company recorded
$3.0 million
,
$11.0 million
,
$15.0 million
and
$24.8 million
of restatement-related expenses, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).
|
(2)
|
During the third and fourth quarters of fiscal 2014, the Company recorded gains of
$22.9 million
and
$12.6 million
, respectively, associated with legal settlements (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).
|
(3)
|
During the fourth quarter of fiscal 2014, the Company recorded a
$45.3 million
reversal of deferred tax valuation allowances primarily related to certain jurisdictions in Europe (see further discussion in Note 8 - Income Taxes).
|
(4)
|
During the fourth quarter of fiscal 2013, the Company recorded a
$41.0 million
increase in an accrual for various VAT matters in one of the Company’s subsidiaries in Spain (see further discussion in Note 13 - Commitments and Contingencies).
|
(5)
|
During the fourth quarter of fiscal 2013, the Company recorded an income tax benefit of
$25.1 million
for the reversal of deferred tax valuation allowances related to a specific jurisdiction in Europe (see further discussion in Note 8 - Income Taxes).
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
ITEM 9A.
|
Controls and Procedures.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that the receipts and expenditures of the Company are being made only in accordance with appropriate authorization of management and the board of directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
•
|
Certain personnel are no longer employed by the Company.
|
•
|
The Audit Committee, Board and executives have increased communication to all employees regarding the ethical values of the Company, requirement to comply with laws, the Code of Conduct and the Company's accounting policies.
|
•
|
The Company has engaged external experts to perform the internal audit function and to assist with the implementation of specific fraud detection procedures.
|
•
|
The accounting organization is adding resources to address standardization, training and competencies related to the use of accounting systems and to enhance all accounting personnel's understanding of accounting policy.
|
•
|
The Company has implemented changes to its compensation programs to better motivate accurate financial reporting and compliance.
|
•
|
The Company is implementing changes in various processes, including: tools to document, support and review manual journal entries; new financial statement review and audit programs; and centralization of various control and finance processes.
|
•
|
The Company is in the process of evaluating potential enhancements to the accounting and enterprise computer systems to improve systematic controls and account reconciliation processes.
|
•
|
The Company evaluated its organizational structure, and has changed roles and responsibilities to enhance controls and compliance.
|
•
|
The Company has appointed a Chief Ethics and Compliance Officer and is evaluating additional enhancements to its compliance structure and organization.
|
ITEM 9B.
|
Other Information
|
ITEM 11.
|
Executive Compensation.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Plan category
|
Number of
shares to be issued upon exercise of outstanding equity-based incentives (1) |
|
Weighted average exercise
price per share of outstanding equity-based incentives (2) |
|
Number of shares
remaining available for future issuance under equity compensation plans (3) |
||||
Equity compensation plans approved by shareholders for:
|
|
|
|
|
|
||||
Employee equity compensation
|
598,992
|
|
|
$
|
20.27
|
|
|
3,043,947
|
|
Employee stock purchase
|
0
|
|
|
0
|
|
|
516,462
|
|
|
Non-employee directors’ equity compensation
|
15,000
|
|
|
32.69
|
|
|
0
|
|
|
Total
|
613,992
|
|
|
20.58
|
|
|
3,560,409
|
|
(1)
|
The equity-based incentives outstanding include 11,467 maximum value stock-settled stock appreciation rights (“MV Stock-settled SARs”) at an average exercise price of $38.39. Assuming the maximum cap of $20 per share is reached, the maximum number of shares that would be issued from the exercise of MV Stock-settled SARs would be approximately 4,000 shares. The total of equity-based incentives outstanding also includes 22,859 shares outstanding for non-employee directors.
|
(2)
|
The calculation of the weighted average exercise price includes restricted stock awards that do not have an exercise price. Excluding the restricted stock awards, the weighted average exercise price of outstanding options and MV Stock-settled SARs would be $38.31 per share for equity compensation plans approved by security holders.
|
(3)
|
All employee and non-employee director share-based equity incentive awards are issued under the shareholder-approved 2009 Equity Incentive Plan of Tech Data Corporation.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
ITEM 14.
|
Principal Accountant Fees and Services.
|
ITEM 15.
|
Exhibits, Financial Statement Schedules.
|
(a)
|
See index to financial statements and schedules included in Item 8.
|
(b)
|
The exhibit numbers on the following list correspond to the numbers in the exhibit table required pursuant to Item 601 of Regulation S-K.
|
|
|
Exhibit
Number
|
|
2-A
(26)
|
Agreement Relating to the Acquisition of the IT Distribution Business of the SCC Group dated as of September 4, 2012
|
|
|
3-N
(19)
|
Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 23, 2009 with the Secretary of the State of Florida
|
|
|
3(ii)
(18)
|
Bylaws of Tech Data Corporation as adopted by the Board of Directors on March 24, 2009 and approved by the Shareholders on June 10, 2009
|
|
|
4 - A
(27)
|
Indenture, dated as of September 21, 2012, between Tech Data Corporation and U.S. Bank National Association, as trustee
|
|
|
4 - B
(27)
|
Form of 3.750% Note due 2017
|
|
|
10-NN
(4)
|
Non-Employee Directors’ 1995 Non-Statutory Stock Option Plan
|
|
|
10-OO
(4)
|
1995 Employee Stock Purchase Plan
|
|
|
10-AAa
(5)
|
Transfer and Administration Agreement dated May 19, 2000
|
|
|
10-AAi
(6)
|
2000 Non-Qualified Stock Option Plan of Tech Data Corporation
|
|
|
10-AAt
(7)
|
Trust Agreement Between Tech Data Corporation and Fidelity Management Trust Company, Tech Data Corporation 401(k) Savings Plan Trust, effective August 1, 2003
|
|
|
10-AAaa
(3)
|
2005 Deferred Compensation Plan
|
|
|
10-AAbb
(2)
|
Amendment Number 8 to Transfer and Administration Agreement dated as of May 19, 2000 (composite through amendment 8, dated as of December 13, 2004)
|
|
|
10-AAac
(28)
|
Amendment Number 9 to Transfer and Administration Agreement dated as of March 7, 2005
|
|
|
10-AAcc
(8)
|
Executive Severance Plan, effective March 31, 2005
|
|
|
10-AAdd
(8)
|
First Amendment to the Tech Data Corporation 2005 Deferred Compensation Plan, effective January 1, 2005
|
|
|
10-AAii
(9)
|
Amendment No. 10 to Transfer and Administration Agreement dated as of September 10. 2005
|
|
|
10-AAjj
(10)
|
Uncommitted Account Receivable Purchase Agreement dated as of January 23, 2006
|
|
|
|
|
10-AAnn
(11)
|
Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation
|
|
|
10-AAoo
(11)
|
First Amendment to the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation
|
|
|
10-AApp
(12)
|
Employment Agreement Between Tech Data Corporation and Robert M. Dutkowsky, dated October 2, 2006
|
|
|
10-AAtt
(13)
|
Amendment Number 11 to Transfer and Administration Agreement dated as of March 20, 2007
|
|
|
10-AAuu
(13)
|
Indenture for New 2.75% Convertible Senior Debentures due 2026 between Tech Data and U.S. Bank National Association
|
|
|
10-AAvv
(14)
|
Equity Incentive Bonus Plan
|
|
|
10-AAyy
(15)
|
Amendment Number 12 to Transfer and Administration Agreement dated as of December 18, 2007
|
|
|
10-BBa
(16)
|
Third Amended and Restated Lease Agreement dated June 27, 2008
|
|
|
10-BBb
(16)
|
Third Amended and Restated Credit Agreement dated June 27, 2008
|
|
|
10-BBc
(16)
|
Third Amended and Restated Participation Agreement dated June 27, 2008
|
|
|
10-BBd
(17)
|
Amendment No. 13 to Transfer and Administration Agreement dated as of October 22, 2008
|
|
|
10-BBe
(19)
|
2009 Equity Incentive Plan of Tech Data Corporation
|
|
|
10-BBf
(20)
|
Amendment Number 14 to Transfer and Administration Agreement dated as of October 16, 2009
|
|
|
10-BBh
(21)
|
Amendment Number 15 to Transfer and Administration Agreement dated as of October 15, 2010
|
|
|
10-BBj
(22)
|
Amendment No. 16 to Transfer and Administration Agreement dated as of August 31, 2011
|
|
|
10-BBk
(22)
|
Credit Agreement dated as of September 27, 2011
|
|
|
10-BBl
(23)
|
Amendment No. 17 to Transfer and Administration Agreement dated as of December 13, 2011
|
|
|
10-BBm
(23)
|
Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) and Amendments 1 through 5
|
|
|
10-BBn
(24)
|
Executive Bonus Plan, approved by Shareholders at 2012 Annual Meeting
|
|
|
10-BBo
(25)
|
Amendment No. 18 to Transfer and Administration Agreement as of October 31, 2012
|
|
|
10-BBp
(25)
|
Consent for Third Amended and Restated Participation Agreement
|
|
|
10-BBq
(29)
|
Amendments 1 through 5 of Trust Agreement Between Fidelity Management Trust Company and Tech Data Corporation
|
|
|
10-BBr
(29)
|
Amendment to the Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) dated December 11, 2012
|
|
|
|
10-BBs
(30)
|
Waiver Agreement to the Third Amended and Restated Participation Agreement, Third Amended and Restated Lease Agreement and Third Amended and Restated Credit Agreement, dated as of April 30, 2013
|
|
|
10-BBt
(30)
|
Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 18 thereto, dated as of April 29, 2013
|
|
|
10-BBu
(30)
|
Waiver Agreement to the Credit Agreement, dated as of April 30, 2013
|
|
|
10-BBv
(31)
|
Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013
|
|
|
10-BBw
(31)
|
Fourth Amended and Restated Credit Agreement, dated as of June 27, 2013
|
|
|
10-BBx
(31)
|
Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013
|
|
|
10-BBy
(31)
|
First Amendment to the Waiver Agreement to the Credit Agreement, dated as of July 29, 2013
|
|
|
10-BBz
(31)
|
Waiver Agreement to the Fourth Amended and Restated Participation Agreement, Fourth Amended and Restated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of July 29, 2013
|
|
|
10-BBaa
(31)
|
First Amendment to the Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 18 thereto, dated as of July 29, 2013
|
|
|
10-BBab
(31)
|
Amendment Number 19 to Transfer and Administration Agreement dated as of August 12, 2013
|
|
|
10-BBac
(32)
|
Second Waiver Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, Fourth Amended and Restated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of October 16, 2013
|
|
|
10-BBad
(32)
|
Second Amendment to the Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 19 thereto, dated as of October 16, 2013
|
|
|
10-BBae
(32)
|
Second Amendment to the Waiver Agreement to the Credit Agreement dated as of October 16, 2013
|
|
|
10-BBaf
(1)
|
Third Waiver Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, Fourth Amended and Restated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of January 27, 2014
|
|
|
10-BBag
(1)
|
Third Amendment to the Waiver Agreement to the Credit Agreement, dated as of January 27, 2014
|
|
|
10-BBah
(1)
|
Third Amendment to the Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 19 thereto, dated as of January 27, 2014
|
|
|
10-BBai
(1)
|
Employment Agreement between Tech Data Corporation and Néstor Cano, dated as of January 17, 2014
|
|
|
10-BBaj
(1)
|
Amendment to the 2009 Equity Incentive Plan of Tech Data Corporation
|
|
|
21-A
(1)
|
Subsidiaries of Registrant
|
|
|
23-A
(1)
|
Consent of Ernst & Young LLP
|
|
|
24
(1)
|
Power of Attorney (included on signature page)
|
|
|
31-A
(1)
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31-B
(1)
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32-A
(1)
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32-B
(1)
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101
(33)
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet as of January 31, 2014 and 2013; (ii) Consolidated Statement of Income for the fiscal years ended January 31, 2014, 2013 and 2012; (iii) Consolidated Statement of Comprehensive Income for the fiscal years ended January 31, 2014, 2013 and 2012; (iv) Consolidated Statement of Shareholders’ Equity for the fiscal years ended January 31, 2014, 2013 and 2012; (v) Consolidated Statement of Cash Flows for the fiscal years ended January 31, 2014, 2013 and 2012; (vi) Notes to Consolidated Financial Statements, detail tagged and (vii) Financial Statement Schedule II, detail tagged.
|
(1)
|
Filed herewith.
|
(2)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated December 31, 2004, File No. 0-14625.
|
(3)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated December 8, 2004, File No. 0-14625.
|
(4)
|
Incorporated by reference to the Exhibits included in the Company’s Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No. 0-14625.
|
(5)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2000, File No. 0-14625.
|
(6)
|
Incorporated by reference to the Exhibits included in the Company’s Registration Statement on Form S-8, File No. 333-59198.
|
(7)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2003, File No. 0-14625.
|
(8)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2005, File No. 0-14625.
|
(9)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2005, File No. 0-14625.
|
(10)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2006, File No. 0-14625.
|
(11)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2006, File No. 0-14625.
|
(12)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2006, File No. 0-14625.
|
(13)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2007, File No. 0-14625.
|
(14)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2007, File No. 0-14625.
|
(15)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2008, File No. 0-14625.
|
(16)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2008, File No. 0-14625.
|
(17)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2008, File No. 0-14625
.
|
(18)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated June 10, 2009, File No. 0-14625.
|
(19)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2009, File No. 0-14625.
|
(20)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2009, File No. 0-14625.
|
(21)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2010, File No. 0-14625.
|
(22)
|
Incorporated by reference to the Exhibits included in the Company’s SC-TO I dated September 27, 2011, File No. 005-37498.
|
(23)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2012, File No. 0-14625
|
(24)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2012, File No. 0-14625.
|
(25)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2012, File No. 0-14625.
|
(26)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated September 4, 2012, File No. 0-14625.
|
(27)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated September 21, 2012, File No. 0-14625.
|
(28)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated March 7, 2005, File No. 0-14625.
|
(29)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2013, File No. 0-14625.
|
(30)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2013, File No. 0-14625.
|
(31)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2013, File No. 0-14625.
|
(32)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2013, File 0-14625.
|
(33)
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statements or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
Activity
|
|
|
||||||||||||||
Allowance for doubtful accounts receivable and sales returns
|
Balance at
beginning of period |
|
Charged to
cost and expenses |
|
Deductions
|
|
Other
(1)
|
|
Balance at
end of period |
||||||||||
January 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
$
|
58,284
|
|
|
$
|
11,725
|
|
|
$
|
(25,187
|
)
|
|
$
|
13,932
|
|
|
$
|
58,754
|
|
2013
|
56,753
|
|
|
9,653
|
|
|
(24,425
|
)
|
|
16,303
|
|
|
58,284
|
|
|||||
2012
|
60,584
|
|
|
10,813
|
|
|
(30,772
|
)
|
|
16,128
|
|
|
56,753
|
|
(1)
|
“Other” primarily includes recoveries, acquisitions and dispositions and the effect of fluctuations in foreign currencies.
|
TECH DATA CORPORATION
|
|
|
|
By
|
/s/ ROBERT M. DUTKOWSKY
|
|
Robert M. Dutkowsky
|
|
Chief Executive Officer
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ R
OBERT
M. D
UTKOWSKY
|
Chief Executive Officer, Director
|
April 9, 2014
|
Robert M. Dutkowsky
|
(principal executive officer)
|
|
|
|
|
/s/ J
EFFERY
P. H
OWELLS
|
Executive Vice President and Chief
|
April 9, 2014
|
Jeffery P. Howells
|
Financial Officer, Director (principal financial officer)
|
|
|
|
|
/s/ J
OSEPH
B. T
REPANI
|
Senior Vice President and Corporate Controller
|
April 9, 2014
|
Joseph B. Trepani
|
(principal accounting officer)
|
|
|
|
|
/s/ S
TEVEN
A. R
AYMUND
|
Chairman of the Board of Directors
|
April 9, 2014
|
Steven A. Raymund
|
|
|
|
|
|
/s/ C
HARLES
E. A
DAIR
|
Director
|
April 9, 2014
|
Charles E. Adair
|
|
|
|
|
|
/s/ H
ARRY
J. H
ARCZAK
, J
R
.
|
Director
|
April 9, 2014
|
Harry J. Harczak, Jr.
|
|
|
|
|
|
/s/ K
ATHLEEN
M
ISUNAS
|
Director
|
April 9, 2014
|
Kathleen Misunas
|
|
|
|
|
|
/s/ T
HOMAS
I. M
ORGAN
|
Director
|
April 9, 2014
|
Thomas I. Morgan
|
|
|
|
|
|
/s/ P
ATRICK
G.
S
AYER
|
Director
|
April 9, 2014
|
Patrick G. Sayer
|
|
|
|
|
|
/s/ S
AVIO
W. T
UNG
|
Director
|
April 9, 2014
|
Savio W. Tung
|
|
|
|
|
|
/s/ D
AVID
M. U
PTON
|
Director
|
April 9, 2014
|
David M. Upton
|
|
|
1.
|
TITLE AND RESPONSIBILITIES
|
1.1.
|
The Executive shall hold the position of President, Europe and will manage, with the full responsibility and initiatives pertaining thereto, the Spanish operations as well as the operations run by other European subsidiaries or affiliates of Tech Data Corporation. The Executive will carry out the roles and responsibilities over the management of the Company as directed by the Company from time to time.
|
1.2.
|
The Executive shall also be a Director of the Company.
|
1.3.
|
The holding of positions as Director at the Board of Directors of the Company or of the Board of Directors of other subsidiaries or affiliates of Tech Data Corporation in Europe will be part of the Executive roles and responsibilities and will not require any payment in addition to the compensation and benefits structures set forth in clause 5 of this Agreement.
|
2.
|
RIGHTS AND OBLIGATIONS
|
2.1.
|
The Executive is obliged to comply with all applicable laws, the Articles of Association and bylaws of the Company and Tech Data Corporation, as well as with any decisions of the Board of Directors.
|
2.2.
|
The Executive will further the interests of the Company and Tech Data Corporation to the utmost of his power, skill and ability.
|
2.3.
|
The Executive will perform his responsibilities under this contract on exclusive basis. Therefore, unless the prior written consent of the Board of Directors of Tech Data Corporation is provided, he will not accept any paid functions or time-consuming unpaid functions with or for third parties and will refrain from doing business on his own account, with prejudices of his dedication to the Company and Tech Data Corporation. The breach of such exclusivity undertaking shall constitute grounds for termination of this contract due to serious and culpable breach.
|
2.4.
|
The Executive will perform his duties according to the nature of his job position, with due diligence and pursuant to the principles of good faith, integrity and loyalty.
|
2.5.
|
The Executive will inform the Board of Directors of Tech Data Corporation, as soon as possible, about any situation that may entail a conflict of interests and will abstain from participating in conversations related to matters with whom he may have a personal interest.
|
2.6.
|
The Executive will fully respect the law, complying with his obligations, and will adopt any measure necessary to ensure all employees will do so as well, informing the Board of Directors of Tech Data Corporation of any misconduct that he may have knowledge of.
|
2.7.
|
The Executive will present the Company and any European subsidiary or affiliate of Tech Data Corporation all business opportunities that he is aware of or offered by any third party related to the activities developed by the Company.
|
3.
|
POWERS OF ATTORNEY
|
3.1.
|
For the Executive to comply with his professional obligations and with the targets and duties entrusted to him, the Company will confer upon him the respective notarized powers of attorney that legally authorize him to perform the tasks pertaining to the position to which he has been appointed.
|
4.
|
TERM OF THE CONTRACT
|
4.1.
|
The terms and conditions of this contract of employment will be effective as from the date of signing and both parties mutually agreed to enter into the contract for an indefinite period of time.
|
4.2.
|
The terms and conditions of this Agreement will be in force as from October 1, 2013.
|
5.
|
BASE SALARY
|
5.1.
|
The Executive shall receive a Base Salary, which amounts to EUR 620,823.64 gross per year, payable in 12 equal installments. The Base Salary may be reviewed, but not necessarily increased, at the discretion of the Company from time to time.
|
5.2.
|
The Company shall apply the relevant tax withholdings and social security contributions discounts on behalf of the Executive according to the legislation in force from time to time.
|
6.
|
BONUS
|
6.1.
|
The Executive shall be entitled to participate in the Bonus Plan of Tech Data Corporation in force from time to time from time to time, and subject to the targets and goals set out on an annual basis.
|
6.2.
|
For the fiscal year 2014, the Target Annual Incentive will be 85% of the Base Salary defined in clause 5.1 of this Agreement. The Target Annual Incentive will be weighted as follows:
|
•
|
25% Worldwide EPS
|
•
|
25% Regional OI/CM $
|
•
|
25% Regional OI/CM %
|
•
|
25% Regional ROIC.
|
6.3.
|
The Executive will be entitled to a Bonus payment contingent to the achievement of the targets and the scale provided by the Tech Data Companies from time to time. The scale may provide for multipliers or dividers for the purposes of calculating the Bonus payment.
|
6.4.
|
Bonus plan is normally in force on annual basis. The Executive acknowledges and accepts that participation in one year does not constitute a guarantee to benefit from the terms and conditions of the bonus plan in future years.
|
7.
|
BENEFITS
|
7.1.
|
The Executive will be entitled to a Company car or to a car allowance for both professional and private use in accordance with the Company policy.
|
7.2.
|
The Executive shall be covered by a private health insurance hired by the Company with an insurance company. The Executive and the Executive’s family will be eligible to participate in comprehensive benefits such as Medical, Short and Long Term Disability and Life Insurance. The Company will pay any tax costs associated with the provision of the medical plan. The Executive and family will be eligible to participate in life insurance coverage under the international company Generali.
|
7.3.
|
The Executive may be entitled to participate in the Executive Choice and Long Term Incentive Plan of Tech Data Corporation, and may be entitled to receive equity of Tech Data Corporation in accordance to the terms and conditions of the Long Term Incentive Plan of Tech Data Corporation in force from time to time. The annual Executive Choice Program and grant of equity awards are discretionary and must be specifically approved by the Tech Data Compensation Committee.
|
7.4.
|
The Company shall apply the relevant tax withholdings and social security contributions discounts on behalf of the Executive over the benefits, according to the legislation in force from time to time.
|
7.5.
|
The benefits payable to the Executive under this Agreement are not in lieu of any benefits payable under any employee benefit plan, program or arrangement of the Company, except as provided specifically herein, and upon termination of the relationship, the Executive shall receive such benefits or payments, if any, as the Executive may be entitled to receive pursuant to the terms of such plans, programs and arrangements. Except for the obligations of the Company provided by this contract (including, without limitation, pursuant to the preceding sentence hereof), the Agreement shall have no further obligations to the Executive upon termination of employment.
|
8.
|
EXPENSES
|
8.1.
|
The Company will reimburse the Executive any costs duly justified incurred in the performance of his duties hereby and on behalf or in the interest of the Company. To these effects, the Executive will be obliged to justify the expenses he may incur by presenting an expense sheet, attaching the invoices and receipts, verified and signed by a Board of Directors member or by someone specifically appointed by the Board of Directors for this purpose.
|
9.
|
WORKING TIME AND HOLIDAYS
|
9.1.
|
The Executive, due to the relevance and responsibilities associated to his job position, will work according to the needs and demands of his roles and will not be subject to a specific and scheduled working time. Considering the specific nature of the positions held by the Executive and the senior management nature of this Agreement, the Parties agree that he will not qualify for overtime.
|
9.2.
|
The Executive will be entitled to 30 working days of paid holiday per year.
|
9.3.
|
The Executive will render services, on a regular basis at the headquarters of the Company, currently based in Barcelona. The Executive commits himself to travel anywhere, either around Spain or abroad, if it is necessary for the development of his duties. The Executive also acknowledges that, as part of his roles and responsibilities, he will devote a substantive amount of time in other countries.
|
10.
|
TERMINATION
|
10.1.
|
The Parties shall terminate this contract by the reasons and following the procedures provided in sections 10 and 11 of Royal Decree 1382/1985. In any case of termination except for dismissal due to a serious and guilty breach of the Executive, the Parties shall observe a six (6) months’ notice period effective as of the end of the month.
|
10.2.
|
The Company may terminate the contract, with immediate effects and without observing any previous notice, by dismissal due to a serious and guilty breach by the Executive of his main obligations.
|
10.3.
|
The Parties agree that, in consideration to the entering into this Agreement, the Executive will be entitled to participate in the Severance Plan in force from time to time for Executives of Tech Data Corporation as the Executive has been entitled to prior to the entering into this Agreement (hereinafter, those will be referred to as the “US Severance Plan”). Therefore, the Parties expressly agree that after the entering into this Agreement, the Executive will still be entitled to the same terms and conditions applicable upon a termination of employment as provided in the US Severance Plan as applicable from time to time, but no worse than the current US Severance Plan as attached as Annex 1. In this connection, the Parties expressly represent that the role of the Executive as well as the senior management nature of his employment is fully compatible with the application and observance of the terms and conditions of severance payments –due primarily upon a termination at will or without cause- as provided by the US Severance Plans. For the avoidance of any doubt, the current version of the US Severance Plans is attached as Annex 1 of this Agreement.
|
10.4.
|
The Parties agree that any severance payment hereunder shall be in lieu of any other severance payment to which the Executive would be entitled pursuant to any other provision of Royal Decree 1382/1985, Workers’ Statute Act, severance plan, program, arrangement, or policy of the Company, and shall be considered a part of, and not in addition to, amounts that may be payable to the Executive under any of said laws, rules or regulations.
|
10.5.
|
On the date of termination of the Executive’s relationship with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company, Tech Data Corporation, or any of its subsidiaries and affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).
|
11.
|
SURVIVAL OF THIS AGREEMENT UPON BOARD MEMBERSHIP STATUS
|
11.1.
|
As defined in clause 1.2 of this Agreement, the Parties agree that the Executive will be appointed as member of the Board of Directors of the Company, as well as may be appointed as member of the Board of Directors of any subsidiaries or affiliates of Tech Data Corporation in Europe. The parties agree that said appointment shall not affect the reciprocal obligations arising out of this Agreement. Based on the foregoing, the Company accepts the potential appointment of the Executive as a member of the Board of Directors of the Company will be compatible with the rendering of services as an Executive following this Agreement, and consequently accepts that the terms and conditions of this Agreement, particularly in terms of the Base Salary, Bonus, participation to the Long Term Incentive Plan in the form of equity of Tech Data Corporation, benefits and termination provisions, shall prevail and be applicable without prejudice to the potential appointment of the Executive as a Director of the Company. In this connection, the Company agrees to takes the necessary steps, including a modification of the articles of association of the Company, if required, to implement the surveillance of the terms and provisions on this Agreement even after the appointment of the Executive as a Director of the Company.
|
11.2.
|
Notwithstanding the above mentioned, in the unlikely event that the senior executive relationship provided for in this Agreement is considered incompatible with the simultaneous existence of any other kind of corporate relationship deriving from the appointment of the Executive as member of the Board of Directors of the Company, the Parties, willing to preserve the rights arising from this senior executive relationship, agree that the senior executive relationship shall be understood to be suspended with effects as from the date on which the incompatibility of both relationships is determined and until the cessation of that cause of incompatibility. In accordance with the terms of the foregoing paragraph, upon cessation of cause of the incompatibility, the senior executive relationship shall, automatically and without the need for any notice, have full force and effect again.
|
12.
|
CONFIDENTIALITY
|
12.1.
|
During the course of the Executive’s employment with the Company, the Executive will have access to confidential information of the Company, Tech Data Corporation or any subsidiary or affiliate of Tech Data Corporation. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s employment, either during the period of the Executive’s relationship or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, Tech Data Corporation or any of the subsidiaries or affiliates.
|
12.2.
|
In addition, the Executive shall not, directly or indirectly, whether for the Executive or for any other individual, corporation, partnership, joint venture or other entity, and whether during or after the Executive’s employment with the Company, Tech Data Corporation or any of the subsidiaries or affiliates, participate in any business to the extent that, in connection with such participation, the Executive would be required to employ, reveal or otherwise utilize any trade secrets relating to the Company, Tech Data Corporation or any of the subsidiaries or affiliates.
|
12.3.
|
For the purposes of this contract, Confidential Information shall mean any and all information, including a formula, pattern, compilation, program, device, method, technique or process that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. By way of illustration but not limitation, Confidential Information includes: (i) any and all ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulae, discoveries, patents, copyrights, and all improvements, rights, and claims related to the foregoing that are conceived, developed, or reduced to practice by the Employee alone or with others; (ii) information regarding plans for research, development, current and new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, production, suppliers and customers; (iii) information regarding the skills and compensation of other employees of the Company, Tech Data Corporation or any of the subsidiaries or affiliates; and (iv) information which the Company, Tech Data Corporation or the subsidiaries or affiliates has received or will in the future receive from third parties subject to a confidentiality obligation with such third party.
|
13.
|
NON COMPETITION AND NON SOLICITATION
|
13.1.
|
The Executive acknowledges that he performs services of a unique nature for the Company which also impacts Tech Data Corporation and the subsidiaries and affiliates of Tech Data Corporation. Based on the foregoing, the Executive accepts that rendering services to a competing business after the termination of employment will result in irreparable harm to the Company.
|
13.2.
|
Accordingly, during the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company, Tech Data Corporation or any subsidiary or affiliate or in any other material business in which the Company, Tech Data Corporation and the subsidiaries and affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date.
|
13.3.
|
The non-competition Agreement set forth in this clause will apply to Spain, Europe, the United States of America and in any other country where the Company, Tech Data Corporation or any of the subsidiaries or affiliates of Tech Data Corporation conduct business.
|
13.4.
|
Likewise, during the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company, Tech Data Corporation or any subsidiary or affiliate to purchase goods or services then sold by the Company, Tech Data Corporation or any of the subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company, Tech Data Corporation or any of the subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company, Tech Data Corporation or the subsidiaries or affiliates, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company, Tech Data Corporation or the subsidiaries and affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section while so employed or retained and for a period of six (6) months thereafter.
|
13.5.
|
If the Executive is terminated for cause, or resigns the parties agree that the provisions of clauses 13.2, 13.3 and 13.4 shall not apply and that the Executive shall not be entitled to any payment of severance or non-compete.
|
13.6.
|
If the Executive’s employment terminates by mutual consent, the parties agree that the difference between the payment of two years Base Salary under the US Severance Plan and the payment of two years total cash compensation (total cash compensation being calculated as annual Base Salary plus Bonus at the then current target amount if 100% is attained multiplied by 2) shall be paid to compensate the obligations provided in this clause.
|
13.7.
|
The Executive expressly acknowledges that due to the services rendered by him to the Company, there is an effective and clear interest, both commercial and business-related, in establishing the undertakings provided for in this Section.
|
13.8.
|
Likewise, the Executive expressly acknowledges that the financial consideration agreed in this Section is entirely adequate and amply compensates the limitations arising from it.
|
13.9.
|
In the event of breach of the undertakings set in this Section by the Executive, and irrespective of any potential injunctive relief that may be available in accordance with applicable laws and regulations, the Parties agree that the Executive will (i) return the amount of financial consideration received in connection with the non-compete and non-solicitation obligation as defined under clause 13.6 of this Agreement and (ii) pay the damages caused as a result of his breach, which both parties establish, as a pre-liquidation clause, at an amount equal to two (2) years of the total cash compensation as calculated in clause 13.6, and the profit made by the Executive arising out of the equity associated with the Long Term Incentive Plan in the year prior to the termination date.
|
13.10.
|
If it is determined by a court of competent jurisdiction that any restriction in this clause is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of Spain.
|
13.11.
|
For the avoidance of any doubt, the obligations contained in this clause hereof shall survive the termination of the Executive’s relationship with the Company and shall be fully enforceable thereafter.
|
14.
|
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
|
14.1.
|
The Executive undertakes to assign to Tech Data Corporation and the Company any right apt for exploitation and transfer pursuant to the Intellectual Property Act in force, including the rights of distribution, reproduction, transformation, public communication and making available to the public of any intellectual creation expressed using any means or support, tangible or intangible, which may have been performed by the Executive while this
|
14.2.
|
The Executive acknowledges and agrees that all ideas, methods, inventions, innovations, discoveries, improvements, perfections, processes, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the Executive’s work with Tech Data Corporation and the Company, made or conceived by the Executive, solely or jointly with others, during the course of the Executive’s service with Tech Data Corporation and the Company, or (B) suggested by any work that the Executive performs in connection with Tech Data Corporation and the Company, either while performing the Executive’s duties with Tech Data Corporation or the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an Executive or other service provider to Tech Data Corporation and the Company, shall belong exclusively to Tech Data Corporation and the Company (or its designee), whether or not patent applications are filed thereon.
|
15.
|
GOVERNING LAW AND JURISDICTION
|
15.1.
|
This contract shall be governed and construed, for any matters not agreed herein, by Royal Decree 1382/1985, of August 1, governing the Special Top Executive Employment Relationship and, for any matters not contemplated therein, by the provisions of Spanish civil and corporate law.
|
15.2.
|
The parties expressly waive any right they may have to any other jurisdiction and submit to the jurisdiction of the Courts and Tribunals of Barcelona.
|
16.
|
WAIVER OF BREACH
|
16.1.
|
Any waiver of any breach of this contract shall not be construed to be a continuing waiver or consent to any subsequent breach on the part either of the Executive or of the Company.
|
17.
|
SEVERABILITY
|
17.1.
|
To the extent that any provision of this contract or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of this contract shall be unaffected and shall continue in full force and effect.
|
18.
|
COUNTERPARTS
|
18.1.
|
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument
|
19.
|
ENTIRE AGREEMENT
|
19.1.
|
This Agreement constitutes the entire agreement by the Company, Tech Data Corporation and the Executive with respect to the subject matter hereof, and supersedes any and all prior contracts, agreements or understandings between the Executive and the Tech Data Companies, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by the Executive and the Tech Data Companies.
|
|
|
/s/ R
OBERT
M. D
UTKOWSKY
|
Robert M. Dutkowsky
Chief Executive Officer
|
|
|
/s/ Néstor Cano
|
Néstor Cano
President, Europe
|
|
|
/s/ R
OBERT
M. D
UTKOWSKY
|
Robert M. Dutkowsky
Chief Executive Officer
|
Total Shares Granted
:
|
<shares >
|
Vesting Date
|
Vesting Percentage
|
First Anniversary of Date of Grant
|
25%
|
Second Anniversary of Date of Grant
|
25%
|
Third Anniversary of Date of Grant
|
50%
|
Total Shares Granted
:
|
<shares >
|
Vesting Date
|
Vesting Percentage
|
First Anniversary of Date of Grant
|
25%
|
Second Anniversary of Date of Grant
|
25%
|
Third Anniversary of Date of Grant
|
50%
|
1.
|
Treatment of RSUs upon Termination of Employment
. Notwithstanding any provisions in the Agreement to the contrary, the treatment of the RSUs upon the Participant’s termination of employment shall be governed by the Act on Stock Options in Employment Relations.
|
1.
|
Waiver of Termination Rights
. As a condition to the grant of the RSUs, the Participant hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company and the Employer for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) the Participant ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.
|
|
|
Name of Subsidiary
|
State or Country of Incorporation
|
1250895 Ontario Ltd
|
Canada
|
A.V.C Nederland B.V.
|
Netherlands
|
Azlan European Finance Limited
|
UK (non trading)
|
Azlan GmbH
|
Germany (dormant)
|
Azlan Group Limited
|
UK (non trading)
|
Azlan Limited
|
UK
|
Azlan Logistics Limited
|
UK
|
Azlan Overseas Holdings Ltd.
|
UK (non trading)
|
Azlan Scandinavia AB
|
Sweden
|
Computer 2000 Distribution Ltd.
|
UK
|
Datatechnology Datech Ltd.
|
UK (non trading)
|
Datech 2000 Ltd.
|
UK (non trading)
|
FCB Nominees Limited
|
UK
|
Frontline Distribution Ltd.
|
UK (non trading)
|
Frontline Distribution (Ireland) Ltd.
|
Ireland (non trading)
|
Hakro-Ooseterberg-Nijkerk B.V.
|
Netherlands
|
Horizon Technical Services (UK) Limited
|
UK (non trading)
|
Horizon Technical Services AB
|
Sweden (dormant)
|
Hotlamps Limited
|
UK (non trading)
|
ISI Distribution Ltd.
|
UK
|
Managed Training Services Limited
|
UK (non trading)
|
Maneboard Ltd
|
UK (non trading)
|
Maverick Presentation Products Limited
|
UK (non trading)
|
Quadrangle Technical Services Limited
|
UK (non trading)
|
Screen Expert Limited UK
|
UK (non trading)
|
Specialist Distribution Group (SDG) Limited
|
UK
|
Tech Data Brasil, Ltda
|
Brazil
|
TD Facilities, Ltd. (Partnership)
|
Texas
|
TD Fulfillment Services, LLC
|
Florida
|
TD Tech Data AB
|
Sweden
|
TD Tech Data Portugal Lda
|
Portugal
|
TD United Kingdom Acquisition Limited
|
UK
|
Tech Data (Netherlands) B.V.
|
Netherlands
|
Tech Data (Schweiz) GmbH
|
Switzerland
|
Tech Data bvba/sprl
|
Belgium
|
Tech Data Canada Corporation
|
Canada – Nova Scotia
|
Tech Data Chile S.A.
|
Chile
|
Tech Data Colombia S.A.S.
|
Colombia
|
Tech Data Corporation (“TDC”)
|
Florida
|
Tech Data Denmark ApS
|
Denmark
|
Tech Data Deutschland GmbH
|
Germany (non trading)
|
Tech Data Distribution s.r.o.
|
Czech Republic
|
Tech Data Education, Inc.
|
Florida
|
Tech Data Espana S.L.U.
|
Spain
|
Tech Data Europe GmbH
|
Germany
|
Tech Data Europe Services and Operations, S.L.
|
Spain
|
Tech Data European Management GmbH
|
Germany
|
Tech Data Finance Partner, Inc.
|
Florida
|
|
|
Tech Data Finance SPV, Inc.
|
Delaware
|
Tech Data Financing Corporation
|
Cayman Islands
|
Tech Data Finland OY
|
Finland
|
Tech Data Florida Services, Inc.
|
Florida
|
Tech Data France Holding Sarl
|
France
|
Tech Data France S.A.S
|
France
|
Tech Data GmbH & Co OHG
|
Germany
|
Tech Data Information Technology GmbH
|
Germany (non trading)
|
Tech Data Global Finance LP
|
Cayman Islands
|
Tech Data International Sárl
|
Switzerland
|
Tech Data Italia s.r.l.
|
Italy
|
Tech Data Latin America, Inc.
|
Florida
|
Tech Data Limited
|
UK (non trading)
|
Tech Dara Lux Finance Sarl
|
Luxembourg
|
Tech Data Luxembourg Sárl
|
Luxembourg
|
Tech Data Management GmbH
|
Austria
|
Tech Data Marne SNC
|
France
|
Tech Data Mexico S. de R. L. de C. V.
|
Mexico
|
Tech Data Midrange GmbH
|
Germany (non trading)
|
Tech Data Mobile Acquisition Limited (formerly known as Brightstar Acquisition Limited)
|
UK
|
Tech Data Mobile Austria, GmbH (formerly known as AKL Telecommunications GmbH)
|
Austria
|
Tech Data Mobile Belgium, BVBA (formerly known as M.C.C Belgium BVBA)
|
Belgium
|
Tech Data Mobile Cooperatief WA (formerly known as Brightstar Cooperatief W.A.)
|
Netherlands
|
Tech Data Mobile Limited (formerly known as Brightstar Europe Limited)
|
UK
|
Tech Data Mobile Netherlands B.V. (formerly known as M.C.C BV)
|
Netherlands
|
Tech Data Nederland B.V.
|
Netherlands
|
Tech Data Norge AS
|
Norway
|
Tech Data Operations Center, SA
|
Costa Rica
|
Tech Data Österreich GmbH
|
Austria
|
Tech Data Peru S.A.C.
|
Peru
|
Tech Data Polska Sp.z.o.o.
|
Poland
|
Tech Data Product Management, Inc.
|
Florida
|
Tech Data Resources, LLC
|
Delaware
|
Tech Data Service GmbH
|
Austria
|
Tech Data Servicios, S. de R.L. de C.V.
|
Mexico
|
Tech Data Strategy GmbH
|
Germany
|
Tech Data Tennessee, Inc.
|
Florida
|
Tech Data Uruguay S.A.
|
Uruguay
|
Triade Holding B.V.
|
Netherlands
|
1.
|
I have reviewed this annual report on Form 10-K of Tech Data Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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/ R
OBERT
M. D
UTKOWSKY
|
Robert M. Dutkowsky
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tech Data Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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/ J
EFFERY
P. H
OWELLS
|
Jeffery P. Howells
Executive Vice President and
Chief Financial Officer
|
(i)
|
The Annual Report on Form 10-K of Tech Data Corporation for the annual period ended January 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ R
OBERT
M. D
UTKOWSKY
|
Robert M. Dutkowsky
Chief Executive Officer
|
(i)
|
The Annual Report on Form 10-K of Tech Data Corporation for the annual period ended January 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ J
EFFERY
P. H
OWELLS
|
Jeffery P. Howells
Executive Vice President and
Chief Financial Officer
|