|
|
|
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
|
¨
|
Class
|
March 11, 2015
|
Common stock, par value $.0015 per share
|
36,631,255
|
|
|
|
|
|
|
|
|
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
|
|
•
|
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.
|
|
2015
|
2014
|
2013
|
VARs
|
45%
|
51%
|
52%
|
Direct marketers and retailers
|
30%
|
28%
|
27%
|
Corporate resellers
|
25%
|
21%
|
21%
|
Name
|
|
Age
|
|
Title
|
Robert M. Dutkowsky
|
|
60
|
|
Chief Executive Officer
|
Jeffery P. Howells
|
|
57
|
|
Executive Vice President and Chief Financial Officer
|
Néstor Cano
|
|
50
|
|
President, Europe
|
Joseph H. Quaglia
|
|
50
|
|
President, the Americas
|
John A. Tonnison
|
|
46
|
|
Executive Vice President and Chief Information Officer
|
Alain Amsellem
|
|
55
|
|
Senior Vice President and Chief Financial Officer, Europe
|
Charles V. Dannewitz
|
|
60
|
|
Senior Vice President and Chief Financial Officer, the Americas
|
Joseph B. Trepani
|
|
54
|
|
Senior Vice President and Corporate Controller
|
David R. Vetter
|
|
55
|
|
Senior Vice President, General Counsel and Secretary
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
Tech Data Corporation
|
100
|
|
115
|
|
127
|
|
125
|
|
132
|
|
140
|
NASDAQ Stock Market (U.S.) Index
|
100
|
|
127
|
|
136
|
|
155
|
|
205
|
|
235
|
SIC Code 5045 – Computer and Peripheral Equipment and Software
|
100
|
|
120
|
|
124
|
|
121
|
|
168
|
|
164
|
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
|
|
|
|
|
|
|
|
|
Maximum dollar
|
|||||
|
|
|
|
|
|
|
Total number of shares
|
|
value of shares
|
|||||
|
|
|
|
|
|
|
purchased as part
|
|
that may yet
|
|||||
|
|
Total number of
|
|
Average price paid
|
|
of a publicly announced
|
|
be purchased under
|
||||||
Period
|
|
shares purchased
|
|
per share
|
|
plan or programs
|
|
the plan or programs
|
||||||
November 1 - November 30, 2014
|
|
0
|
|
|
$
|
0
|
|
|
0
|
|
|
$
|
100,000,000
|
|
December 1 - December 31, 2014
|
|
268,009
|
|
|
$
|
61.50
|
|
|
268,009
|
|
|
$
|
83,518,673
|
|
January 1 - January 31, 2015
|
|
628,709
|
|
|
$
|
58.08
|
|
|
628,709
|
|
|
$
|
47,002,593
|
|
Total
|
|
896,718
|
|
|
$
|
59.10
|
|
|
896,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended January 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Income statement data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
27,670,632
|
|
|
$
|
26,821,904
|
|
|
$
|
25,358,329
|
|
|
$
|
25,647,313
|
|
|
$
|
23,619,938
|
|
Gross profit
|
1,393,954
|
|
|
1,362,346
|
|
|
1,303,054
|
|
|
1,377,441
|
|
|
1,278,253
|
|
|||||
Operating income
(2) (3) (4) (5) (6) (7)
|
267,635
|
|
|
227,513
|
|
|
263,720
|
|
|
304,546
|
|
|
321,408
|
|
|||||
Consolidated net income
(6) (8) (9) (10) (11)
|
175,172
|
|
|
179,932
|
|
|
183,040
|
|
|
201,202
|
|
|
212,992
|
|
|||||
Net income attributable to noncontrolling interest
(12)
|
0
|
|
|
0
|
|
|
(6,785
|
)
|
|
(10,452
|
)
|
|
(4,620
|
)
|
|||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
175,172
|
|
|
$
|
179,932
|
|
|
$
|
176,255
|
|
|
$
|
190,750
|
|
|
$
|
208,372
|
|
Net income per share attributable to shareholders of Tech Data Corporation—basic
|
$
|
4.59
|
|
|
$
|
4.73
|
|
|
$
|
4.53
|
|
|
$
|
4.36
|
|
|
$
|
4.29
|
|
Net income per share attributable to shareholders of Tech Data Corporation—diluted
|
$
|
4.57
|
|
|
$
|
4.71
|
|
|
$
|
4.50
|
|
|
$
|
4.30
|
|
|
$
|
4.25
|
|
Dividends per common share
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Balance sheet data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(13)
|
$
|
1,834,997
|
|
|
$
|
1,851,447
|
|
|
$
|
1,700,485
|
|
|
$
|
1,720,564
|
|
|
$
|
1,899,124
|
|
Total assets
|
6,138,246
|
|
|
7,169,666
|
|
|
6,830,960
|
|
|
5,796,268
|
|
|
6,524,639
|
|
|||||
Revolving credit loans and current maturities of long-term debt, net
|
13,303
|
|
|
43,481
|
|
|
167,522
|
|
|
48,490
|
|
|
434,435
|
|
|||||
Long-term debt, less current maturities
|
353,097
|
|
|
354,121
|
|
|
354,458
|
|
|
57,253
|
|
|
60,076
|
|
|||||
Equity attributable to shareholders of Tech Data Corporation
|
1,960,143
|
|
|
2,098,611
|
|
|
1,918,369
|
|
|
1,953,804
|
|
|
2,108,451
|
|
(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 2015, the Company incurred $22.0 million of restatement and remediation related expenses and recorded a gain of $5.1 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 2015, the Company decreased its accrual for various value added tax matters related to its Spanish subsidiary by $6.2 million (see further discussion in Note 13 of Notes to Consolidated Financial Statements).
|
(4)
|
During fiscal 2015, the Company incurred a $1.3 million loss on disposal of subsidiaries related to the plan to sell 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 incurred $53.8 million of restatement and remediation 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).
|
(6)
|
During fiscal 2013, the Company increased its accrual for various value added tax matters related to its Spanish subsidiary 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).
|
(7)
|
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.
|
(8)
|
During fiscal 2015, the Company recorded income tax benefits of $19.2 million primarily related to the reversal of deferred tax valuation allowances in certain jurisdictions in Europe, partially offset by income tax expenses of $5.6 million related to undistributed earnings on assets held for sale in certain Latin American jurisdictions (see further discussion in Note 8 of Notes to Consolidated Financial Statements).
|
(9)
|
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 (see further discussion in Note 8 of Notes to Consolidated Financial Statements).
|
(10)
|
During fiscal 2013, the Company recorded a $25.1 million reversal of deferred tax valuation allowances related to a specific jurisdiction in Europe (see further discussion in Note 8 of Notes to Consolidated Financial Statements).
|
(11)
|
During fiscal 2012, the Company recorded a $13.6 million reversal of deferred tax valuation allowances which was substantially offset by the write-off of deferred income tax assets associated with the closure of Brazil’s commercial operations.
|
(12)
|
During fiscal 2013, the Company completed the acquisition of Brightstar Corp.’s fifty percent ownership interest in Brightstar Europe Limited, which was a consolidated joint venture between Tech Data and Brightstar Corp (see further discussion in Note 5 of Notes to Consolidated Financial Statements).
|
(13)
|
Working capital represents total current assets less total current liabilities in the Consolidated Balance Sheet.
|
|
2015
|
|
% of net sales
|
|
2014
|
|
% of net sales
|
|
2013
|
|
% of net sales
|
|
|||||||||
Net sales by geographic region ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas
|
$
|
10,406,209
|
|
|
37.6
|
|
%
|
$
|
10,188,618
|
|
|
38.0
|
|
%
|
$
|
9,823,515
|
|
|
38.7
|
|
%
|
Europe
|
17,264,423
|
|
|
62.4
|
|
%
|
16,633,286
|
|
|
62.0
|
|
%
|
15,534,814
|
|
|
61.3
|
|
%
|
|||
Total
|
$
|
27,670,632
|
|
|
100.0
|
|
%
|
$
|
26,821,904
|
|
|
100.0
|
|
%
|
$
|
25,358,329
|
|
|
100.0
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year-over-year increase in net sales (%):
|
2015 vs. 2014
|
|
|
|
2014 vs. 2013
|
|
|
|
|
|
|
|
|||||||||
Americas (US$)
|
2.1
|
|
%
|
|
|
3.7
|
|
%
|
|
|
|
|
|
|
|||||||
Europe (US$)
|
3.8
|
|
%
|
|
|
7.1
|
|
%
|
|
|
|
|
|
|
|||||||
Europe (Euro)
|
6.0
|
|
%
|
|
|
3.7
|
|
%
|
|
|
|
|
|
|
|||||||
Total (US$)
|
3.2
|
|
%
|
|
|
5.8
|
|
%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
2015
|
|
% of net sales
|
|
2014
|
|
% of net sales
|
|
2013
|
|
% of net sales
|
|
|||||||||
Operating income ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas
|
$
|
145,107
|
|
|
1.39
|
|
%
|
$
|
156,143
|
|
|
1.53
|
|
%
|
$
|
150,055
|
|
|
1.53
|
|
%
|
Europe
|
136,196
|
|
|
0.79
|
|
%
|
80,228
|
|
|
0.48
|
|
%
|
127,281
|
|
|
0.82
|
|
%
|
|||
Stock-based compensation expense
|
(13,668
|
)
|
|
(0.05
|
)
|
%
|
(8,858
|
)
|
|
(0.03
|
)
|
%
|
(13,616
|
)
|
|
(0.05
|
)
|
%
|
|||
Total
|
$
|
267,635
|
|
|
0.97
|
|
%
|
$
|
227,513
|
|
|
0.85
|
|
%
|
$
|
263,720
|
|
|
1.04
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
2015
|
|
% of net sales
|
|
2014
|
|
% of net sales
|
|
2013
|
|
% of net sales
|
|
|||||||||
Non-GAAP operating income ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas
|
$
|
146,031
|
|
|
1.40
|
|
%
|
$
|
134,029
|
|
|
1.32
|
|
%
|
$
|
150,055
|
|
|
1.53
|
|
%
|
Europe
|
175,622
|
|
|
1.02
|
|
%
|
149,766
|
|
|
0.90
|
|
%
|
173,817
|
|
|
1.12
|
|
%
|
|||
Stock-based compensation expense
|
(13,668
|
)
|
|
(0.05
|
)
|
%
|
(8,858
|
)
|
|
(0.03
|
)
|
%
|
(13,616
|
)
|
|
(0.05
|
)
|
%
|
|||
Total
|
$
|
307,985
|
|
|
1.11
|
|
%
|
$
|
274,937
|
|
|
1.03
|
|
%
|
$
|
310,256
|
|
|
1.22
|
|
%
|
|
Year ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
GAAP to non-GAAP reconciliation of operating income - Americas:
|
|
|
|
|
|
||||||
Operating income - Americas
|
$
|
145,107
|
|
|
$
|
156,143
|
|
|
$
|
150,055
|
|
Restatement and remediation related expenses
|
3,973
|
|
|
13,227
|
|
|
0
|
|
|||
LCD settlements
|
(5,059
|
)
|
|
(35,511
|
)
|
|
0
|
|
|||
Loss on disposal of subsidiaries
|
1,330
|
|
|
0
|
|
|
0
|
|
|||
Acquisition-related intangible assets amortization expense
|
680
|
|
|
170
|
|
|
0
|
|
|||
Non-GAAP operating income - Americas
|
$
|
146,031
|
|
|
$
|
134,029
|
|
|
$
|
150,055
|
|
|
|
|
|
|
|
||||||
GAAP to non-GAAP reconciliation of operating income - Europe:
|
|
|
|
|
|
||||||
Operating income - Europe
|
$
|
136,196
|
|
|
$
|
80,228
|
|
|
$
|
127,281
|
|
Restatement and remediation related expenses
|
18,070
|
|
|
40,564
|
|
|
0
|
|
|||
Value added tax assessment
|
(6,229
|
)
|
|
0
|
|
|
29,462
|
|
|||
Acquisition-related intangible assets amortization expense
|
27,585
|
|
|
28,974
|
|
|
17,074
|
|
|||
Non-GAAP operating income - Europe
|
$
|
175,622
|
|
|
$
|
149,766
|
|
|
$
|
173,817
|
|
|
|
|
|
|
|
||||||
Consolidated GAAP to non-GAAP reconciliation of operating income:
|
|
|
|
|
|
||||||
Operating income
|
$
|
267,635
|
|
|
$
|
227,513
|
|
|
$
|
263,720
|
|
Restatement and remediation related expenses
|
22,043
|
|
|
53,791
|
|
|
0
|
|
|||
LCD settlements
|
(5,059
|
)
|
|
(35,511
|
)
|
|
0
|
|
|||
Value added tax assessment
|
(6,229
|
)
|
|
0
|
|
|
29,462
|
|
|||
Loss on disposal of subsidiaries
|
1,330
|
|
|
0
|
|
|
0
|
|
|||
Acquisition-related intangible assets amortization expense
|
28,265
|
|
|
29,144
|
|
|
17,074
|
|
|||
Non-GAAP operating income
|
$
|
307,985
|
|
|
$
|
274,937
|
|
|
$
|
310,256
|
|
|
|
|
|
|
|
||||||
GAAP to non-GAAP reconciliation of net income attributable to shareholders of Tech Data Corporation:
|
|
|
|
|
|
||||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
175,172
|
|
|
$
|
179,932
|
|
|
$
|
176,255
|
|
Restatement and remediation related expenses, net of tax
|
16,517
|
|
|
39,038
|
|
|
0
|
|
|||
LCD settlements, net of tax
|
(3,162
|
)
|
|
(22,017
|
)
|
|
0
|
|
|||
Value added tax assessment and interest expense, net of tax
|
(6,229
|
)
|
|
0
|
|
|
33,766
|
|
|||
Loss on disposal of subsidiaries, net of tax
|
1,330
|
|
|
0
|
|
|
0
|
|
|||
Reversal of deferred tax valuation allowances and income taxes on undistributed earnings of assets held for sale
(1)
|
(13,601
|
)
|
|
(45,303
|
)
|
|
(25,128
|
)
|
|||
Acquisition-related intangible assets amortization expense, net of tax
|
20,731
|
|
|
21,305
|
|
|
12,559
|
|
|||
Non-GAAP net income attributable to shareholders of Tech Data Corporation
|
$
|
190,758
|
|
|
$
|
172,955
|
|
|
$
|
197,452
|
|
|
|
|
|
|
|
||||||
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
|
$
|
4.57
|
|
|
$
|
4.71
|
|
|
$
|
4.50
|
|
Restatement and remediation related expenses, net of tax
|
0.43
|
|
|
1.02
|
|
|
0.00
|
|
|||
LCD settlements, net of tax
|
(0.08
|
)
|
|
(0.58
|
)
|
|
0.00
|
|
|||
Value added tax assessment and interest expense, net of tax
|
(0.16
|
)
|
|
0.00
|
|
|
0.86
|
|
|||
Loss on disposal of subsidiaries, net of tax
|
0.03
|
|
|
0.00
|
|
|
0.00
|
|
|||
Reversal of deferred tax valuation allowances and income taxes on undistributed earnings of assets held for sale
|
(0.36
|
)
|
|
(1.19
|
)
|
|
(0.64
|
)
|
|||
Acquisition-related intangible assets amortization expense, net of tax
|
0.54
|
|
|
0.56
|
|
|
0.32
|
|
|||
Non-GAAP net income per share attributable to shareholders of Tech Data Corporation—diluted
|
$
|
4.97
|
|
|
$
|
4.52
|
|
|
$
|
5.04
|
|
(1)
|
During fiscal 2015, the Company recorded income tax benefits of $19.2 million primarily related to the reversal of deferred tax valuation allowances in certain jurisdictions in Europe, partially offset by income tax expenses of $5.6 million related to undistributed earnings on assets held for sale in certain Latin American jurisdictions (see further discussion in Note 8 of Notes to Consolidated Financial Statements).
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
100.00
|
|
%
|
|
100.00
|
|
%
|
|
100.00
|
|
%
|
Cost of products sold
|
94.96
|
|
|
|
94.92
|
|
|
|
94.86
|
|
|
Gross profit
|
5.04
|
|
|
|
5.08
|
|
|
|
5.14
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
4.03
|
|
|
|
4.16
|
|
|
|
3.98
|
|
|
Restatement and remediation related expenses
|
0.08
|
|
|
|
0.20
|
|
|
|
0.00
|
|
|
LCD settlements
|
(0.02
|
)
|
|
|
(0.13
|
)
|
|
|
0.00
|
|
|
Value added tax assessment
|
(0.02
|
)
|
|
|
0.00
|
|
|
|
0.12
|
|
|
Loss on disposal of subsidiaries
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
4.07
|
|
|
|
4.23
|
|
|
|
4.10
|
|
|
Operating income
|
0.97
|
|
|
|
0.85
|
|
|
|
1.04
|
|
|
Interest expense
|
0.10
|
|
|
|
0.10
|
|
|
|
0.12
|
|
|
Other expense (income), net
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
0.02
|
|
|
Income before income taxes
|
0.86
|
|
|
|
0.76
|
|
|
|
0.90
|
|
|
Provision for income taxes
|
0.23
|
|
|
|
0.09
|
|
|
|
0.18
|
|
|
Consolidated net income
|
0.63
|
|
|
|
0.67
|
|
|
|
0.72
|
|
|
Net income attributable to noncontrolling interest
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.02
|
)
|
|
Net income attributable to shareholders of Tech Data Corporation
|
0.63
|
|
%
|
|
0.67
|
|
%
|
|
0.70
|
|
%
|
|
Years ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
119,381
|
|
|
$
|
379,148
|
|
|
$
|
123,694
|
|
Investing activities
|
(21,054
|
)
|
|
(24,011
|
)
|
|
(348,618
|
)
|
|||
Financing activities
|
(49,129
|
)
|
|
(127,311
|
)
|
|
80,294
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(72,057
|
)
|
|
1,711
|
|
|
(1,068
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(22,859
|
)
|
|
$
|
229,537
|
|
|
$
|
(145,698
|
)
|
|
As of January 31,
|
||||
|
2015
|
|
2014
|
|
2013
|
Days of sales outstanding
|
35
|
|
37
|
|
39
|
Days of supply in inventory
|
26
|
|
29
|
|
29
|
Days of purchases outstanding
|
(41)
|
|
(47)
|
|
(47)
|
Cash conversion cycle (days)
|
20
|
|
19
|
|
21
|
|
Operating leases
|
|
Capital lease
|
|
Debt
(1)
|
|
Total
|
||||||||
Fiscal year:
|
|
|
|
|
|
|
|
||||||||
2016
|
$
|
47,500
|
|
|
$
|
544
|
|
|
$
|
25,973
|
|
|
$
|
74,017
|
|
2017
|
31,600
|
|
|
431
|
|
|
13,125
|
|
|
45,156
|
|
||||
2018
|
28,500
|
|
|
431
|
|
|
358,458
|
|
|
387,389
|
|
||||
2019
|
20,300
|
|
|
431
|
|
|
0
|
|
|
20,731
|
|
||||
2020
|
17,900
|
|
|
431
|
|
|
0
|
|
|
18,331
|
|
||||
Thereafter
|
43,900
|
|
|
2,314
|
|
|
0
|
|
|
46,214
|
|
||||
Total payments
|
189,700
|
|
|
4,582
|
|
|
397,556
|
|
|
591,838
|
|
||||
Less amounts representing interest
|
0
|
|
|
(320
|
)
|
|
(34,708
|
)
|
|
(35,028
|
)
|
||||
Total principal payments
|
$
|
189,700
|
|
|
$
|
4,262
|
|
|
$
|
362,848
|
|
|
$
|
556,810
|
|
(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,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Foreign currency exchange rate sensitive financial instruments
|
$
|
(9,108
|
)
|
|
$
|
(2,251
|
)
|
Interest rate sensitive financial instruments
|
(412
|
)
|
|
(707
|
)
|
||
Combined portfolio
|
$
|
(9,520
|
)
|
|
$
|
(2,958
|
)
|
|
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,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
542,995
|
|
|
$
|
570,101
|
|
Accounts receivable, less allowances of $50,143 and $58,754
|
2,811,963
|
|
|
3,215,729
|
|
||
Inventories
|
1,959,627
|
|
|
2,450,782
|
|
||
Prepaid expenses and other assets
|
161,832
|
|
|
232,423
|
|
||
Assets held for sale
|
101,706
|
|
|
0
|
|
||
Total current assets
|
5,578,123
|
|
|
6,469,035
|
|
||
Property and equipment, net
|
63,104
|
|
|
77,631
|
|
||
Other assets, net
|
497,019
|
|
|
623,000
|
|
||
Total assets
|
$
|
6,138,246
|
|
|
$
|
7,169,666
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,119,618
|
|
|
$
|
3,959,410
|
|
Accrued expenses and other liabilities
|
538,758
|
|
|
614,697
|
|
||
Revolving credit loans and current maturities of long-term debt, net
|
13,303
|
|
|
43,481
|
|
||
Liabilities held for sale
|
71,447
|
|
|
0
|
|
||
Total current liabilities
|
3,743,126
|
|
|
4,617,588
|
|
||
Long-term debt, less current maturities
|
353,097
|
|
|
354,121
|
|
||
Other long-term liabilities
|
81,880
|
|
|
99,346
|
|
||
Total liabilities
|
4,178,103
|
|
|
5,071,055
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at January 31, 2015 and 2014
|
89
|
|
|
89
|
|
||
Additional paid-in capital
|
679,973
|
|
|
675,597
|
|
||
Treasury stock, at cost (21,866,069 and 21,177,130 shares at January 31, 2015 and 2014)
|
(939,143
|
)
|
|
(894,936
|
)
|
||
Retained earnings
|
2,168,462
|
|
|
1,993,290
|
|
||
Accumulated other comprehensive income
|
50,762
|
|
|
324,571
|
|
||
Total shareholders' equity
|
1,960,143
|
|
|
2,098,611
|
|
||
Total liabilities and shareholders' equity
|
$
|
6,138,246
|
|
|
$
|
7,169,666
|
|
|
Year ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
27,670,632
|
|
|
$
|
26,821,904
|
|
|
$
|
25,358,329
|
|
Cost of products sold
|
26,276,678
|
|
|
25,459,558
|
|
|
24,055,275
|
|
|||
Gross profit
|
1,393,954
|
|
|
1,362,346
|
|
|
1,303,054
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
1,114,234
|
|
|
1,116,553
|
|
|
1,009,872
|
|
|||
Restatement and remediation related expenses (Note 1)
|
22,043
|
|
|
53,791
|
|
|
0
|
|
|||
LCD settlements (Note 1)
|
(5,059
|
)
|
|
(35,511
|
)
|
|
0
|
|
|||
Value added tax assessment (Note 13)
|
(6,229
|
)
|
|
0
|
|
|
29,462
|
|
|||
Loss on disposal of subsidiaries (Note 6)
|
1,330
|
|
|
0
|
|
|
0
|
|
|||
|
1,126,319
|
|
|
1,134,833
|
|
|
1,039,334
|
|
|||
Operating income
|
267,635
|
|
|
227,513
|
|
|
263,720
|
|
|||
Interest expense
|
26,548
|
|
|
26,606
|
|
|
30,126
|
|
|||
Other expense (income), net
|
1,903
|
|
|
(3,402
|
)
|
|
4,128
|
|
|||
Income before income taxes
|
239,184
|
|
|
204,309
|
|
|
229,466
|
|
|||
Provision for income taxes
|
64,012
|
|
|
24,377
|
|
|
46,426
|
|
|||
Consolidated net income
|
175,172
|
|
|
179,932
|
|
|
183,040
|
|
|||
Net income attributable to noncontrolling interest
|
0
|
|
|
0
|
|
|
(6,785
|
)
|
|||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
175,172
|
|
|
$
|
179,932
|
|
|
$
|
176,255
|
|
Net income per share attributable to shareholders of Tech Data Corporation
|
|
|
|
|
|
||||||
Basic
|
$
|
4.59
|
|
|
$
|
4.73
|
|
|
$
|
4.53
|
|
Diluted
|
$
|
4.57
|
|
|
$
|
4.71
|
|
|
$
|
4.50
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
38,172
|
|
|
38,020
|
|
|
38,871
|
|
|||
Diluted
|
38,354
|
|
|
38,228
|
|
|
39,180
|
|
|
Year ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Consolidated net income
|
$
|
175,172
|
|
|
$
|
179,932
|
|
|
$
|
183,040
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(273,809
|
)
|
|
(5,536
|
)
|
|
47,590
|
|
|||
Total comprehensive (loss) income
|
(98,637
|
)
|
|
174,396
|
|
|
230,630
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
0
|
|
|
0
|
|
|
(4,881
|
)
|
|||
Comprehensive (loss) income attributable to shareholders of Tech Data Corporation
|
$
|
(98,637
|
)
|
|
$
|
174,396
|
|
|
$
|
225,749
|
|
|
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, 2012
|
59,246
|
|
|
$
|
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
|
59,246
|
|
|
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 exercised, 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
|
59,246
|
|
|
89
|
|
|
675,597
|
|
|
(894,936
|
)
|
|
1,993,290
|
|
|
324,571
|
|
|
0
|
|
|
2,098,611
|
|
|||||||
Purchase of treasury stock, at cost
|
0
|
|
|
0
|
|
|
0
|
|
|
(52,997
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(52,997
|
)
|
|||||||
Issuance of treasury stock for benefit plan and equity-based awards exerc
ised, including related tax benefit of $2,302
|
0
|
|
|
0
|
|
|
(9,292
|
)
|
|
8,790
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(502
|
)
|
|||||||
Stock-based compensation expense
|
0
|
|
|
0
|
|
|
13,668
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
13,668
|
|
|||||||
Total other comprehensive loss
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(273,809
|
)
|
|
0
|
|
|
(273,809
|
)
|
|||||||
Net income
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
175,172
|
|
|
0
|
|
|
0
|
|
|
175,172
|
|
|||||||
Balance—January 31, 2015
|
59,246
|
|
|
$
|
89
|
|
|
$
|
679,973
|
|
|
$
|
(939,143
|
)
|
|
$
|
2,168,462
|
|
|
$
|
50,762
|
|
|
$
|
0
|
|
|
$
|
1,960,143
|
|
|
Year ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Cash received from customers
|
$
|
29,380,493
|
|
|
$
|
28,253,552
|
|
|
$
|
26,531,396
|
|
Cash paid to vendors and employees
|
(29,177,542
|
)
|
|
(27,775,887
|
)
|
|
(26,306,835
|
)
|
|||
Interest paid
|
(24,546
|
)
|
|
(23,082
|
)
|
|
(11,422
|
)
|
|||
Income taxes paid
|
(59,024
|
)
|
|
(75,435
|
)
|
|
(89,445
|
)
|
|||
Net cash provided by operating activities
|
119,381
|
|
|
379,148
|
|
|
123,694
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
0
|
|
|
6,377
|
|
|
(310,253
|
)
|
|||
Acquisition of trademark
|
0
|
|
|
(1,519
|
)
|
|
0
|
|
|||
Expenditures for property and equipment
|
(18,639
|
)
|
|
(15,598
|
)
|
|
(14,871
|
)
|
|||
Proceeds from sale of fixed assets
|
7,121
|
|
|
0
|
|
|
0
|
|
|||
Software and software development costs
|
(9,536
|
)
|
|
(13,271
|
)
|
|
(23,494
|
)
|
|||
Net cash used in investing activities
|
(21,054
|
)
|
|
(24,011
|
)
|
|
(348,618
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the reissuance of treasury stock
|
1,456
|
|
|
1,139
|
|
|
3,397
|
|
|||
Cash paid for purchase of treasury stock
|
(52,997
|
)
|
|
0
|
|
|
(185,114
|
)
|
|||
Repayments on long-term loans from joint venture partner
|
0
|
|
|
0
|
|
|
(49,549
|
)
|
|||
Acquisition of noncontrolling interest in joint venture
|
0
|
|
|
0
|
|
|
(117,220
|
)
|
|||
Return of capital to joint venture partner
|
0
|
|
|
0
|
|
|
(9,074
|
)
|
|||
Acquisition earn-out payment
|
(5,060
|
)
|
|
(6,183
|
)
|
|
0
|
|
|||
Proceeds from issuance of Senior Notes, net of expenses
|
0
|
|
|
0
|
|
|
345,810
|
|
|||
Net borrowings (repayments) on revolving credit loans
|
7,269
|
|
|
(122,656
|
)
|
|
87,240
|
|
|||
Principal payments on long-term debt
|
(546
|
)
|
|
(538
|
)
|
|
(500
|
)
|
|||
Excess tax benefit from stock-based compensation
|
749
|
|
|
927
|
|
|
5,304
|
|
|||
Net cash (used in) provided by financing activities
|
(49,129
|
)
|
|
(127,311
|
)
|
|
80,294
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(72,057
|
)
|
|
1,711
|
|
|
(1,068
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(22,859
|
)
|
|
229,537
|
|
|
(145,698
|
)
|
|||
Cash and cash equivalents at beginning of year
|
570,101
|
|
|
340,564
|
|
|
486,262
|
|
|||
Less: Cash balance of businesses held for sale at end of year
|
4,247
|
|
|
0
|
|
|
0
|
|
|||
Cash and cash equivalents at end of year
|
$
|
542,995
|
|
|
$
|
570,101
|
|
|
$
|
340,564
|
|
|
|
|
|
|
|
||||||
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
175,172
|
|
|
$
|
179,932
|
|
|
$
|
176,255
|
|
Net income attributable to noncontrolling interest
|
0
|
|
|
0
|
|
|
6,785
|
|
|||
Consolidated net income
|
175,172
|
|
|
179,932
|
|
|
183,040
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Loss on disposal of subsidiaries
|
1,330
|
|
|
0
|
|
|
0
|
|
|||
Depreciation and amortization
|
68,746
|
|
|
72,979
|
|
|
58,353
|
|
|||
Provision for losses on accounts receivable
|
10,415
|
|
|
11,725
|
|
|
9,653
|
|
|||
Stock-based compensation expense
|
13,668
|
|
|
8,858
|
|
|
13,616
|
|
|||
Accretion of debt discount on Senior Notes and convertible senior debentures
|
264
|
|
|
264
|
|
|
88
|
|
|||
Deferred income taxes
|
(335
|
)
|
|
(53,484
|
)
|
|
(22,759
|
)
|
|||
Excess tax benefit from stock-based compensation
|
(749
|
)
|
|
(927
|
)
|
|
(5,304
|
)
|
|||
Gain on sale of fixed assets
|
(2,350
|
)
|
|
0
|
|
|
0
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
22,166
|
|
|
(36,031
|
)
|
|
(103,538
|
)
|
|||
Inventories
|
245,474
|
|
|
(209,383
|
)
|
|
(151,713
|
)
|
|||
Prepaid expenses and other assets
|
31,829
|
|
|
77,737
|
|
|
(102,139
|
)
|
|||
Accounts payable
|
(469,757
|
)
|
|
321,254
|
|
|
218,618
|
|
|||
Accrued expenses and other liabilities
|
23,508
|
|
|
6,224
|
|
|
25,779
|
|
|||
Total adjustments
|
(55,791
|
)
|
|
199,216
|
|
|
(59,346
|
)
|
|||
Net cash provided by operating activities
|
$
|
119,381
|
|
|
$
|
379,148
|
|
|
$
|
123,694
|
|
|
|
|
|
|
|
Years
|
||
Buildings and improvements
|
|
|
|
|
|
15
|
-
|
39
|
Leasehold improvements
|
|
|
|
|
|
3
|
-
|
10
|
Furniture, fixtures and equipment
|
|
|
|
|
|
3
|
-
|
10
|
|
|
|
Year ended January 31,
|
||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(In thousands, except per share data)
|
||||||||||
Net income attributable to shareholders of Tech Data Corporation
|
|
|
$
|
175,172
|
|
|
$
|
179,932
|
|
|
$
|
176,255
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares - basic
|
|
|
38,172
|
|
|
38,020
|
|
|
38,871
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||
Equity-based awards
|
|
|
182
|
|
|
208
|
|
|
309
|
|
|||
Weighted average common shares - diluted
|
|
|
38,354
|
|
|
38,228
|
|
|
39,180
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to shareholders of Tech Data Corporation
|
|
|
|
|
|
|
|
||||||
Basic
|
|
|
$
|
4.59
|
|
|
$
|
4.73
|
|
|
$
|
4.53
|
|
Diluted
|
|
|
$
|
4.57
|
|
|
$
|
4.71
|
|
|
$
|
4.50
|
|
|
|
|
January 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||
|
|
|
(In thousands)
|
||||||
Land
|
|
|
$
|
4,126
|
|
|
$
|
5,778
|
|
Buildings and leasehold improvements
|
|
|
71,808
|
|
|
84,362
|
|
||
Furniture, fixtures and equipment
|
|
|
295,247
|
|
|
323,266
|
|
||
Property and equipment
|
|
|
371,181
|
|
|
413,406
|
|
||
Less: accumulated depreciation
|
|
|
(308,077
|
)
|
|
(335,775
|
)
|
||
Property and equipment, net
|
|
|
$
|
63,104
|
|
|
$
|
77,631
|
|
|
Americas
|
|
Europe
|
|
Total
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Balance as of February 1, 2014
|
$
|
4,888
|
|
|
$
|
225,584
|
|
|
$
|
230,472
|
|
Goodwill acquired during the year
|
554
|
|
|
0
|
|
|
554
|
|
|||
Foreign currency translation adjustment
|
0
|
|
|
(32,461
|
)
|
|
(32,461
|
)
|
|||
Balance as of January 31, 2015
|
$
|
5,442
|
|
|
$
|
193,123
|
|
|
$
|
198,565
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||||||||||||||||||
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Net book
value |
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Net book
value |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Capitalized software and
development costs |
$
|
307,759
|
|
|
$
|
250,987
|
|
|
$
|
56,772
|
|
|
$
|
328,456
|
|
|
$
|
255,946
|
|
|
$
|
72,510
|
|
Customer and vendor relationships
|
180,659
|
|
|
82,512
|
|
|
98,147
|
|
|
209,685
|
|
|
74,461
|
|
|
135,224
|
|
||||||
Preferred supplier agreement
|
28,276
|
|
|
11,032
|
|
|
17,244
|
|
|
32,120
|
|
|
7,622
|
|
|
24,498
|
|
||||||
Other intangible assets
|
12,553
|
|
|
7,962
|
|
|
4,591
|
|
|
13,485
|
|
|
7,814
|
|
|
5,671
|
|
||||||
Total
|
$
|
529,247
|
|
|
$
|
352,493
|
|
|
$
|
176,754
|
|
|
$
|
583,746
|
|
|
$
|
345,843
|
|
|
$
|
237,903
|
|
Fiscal year:
|
Capitalized software and development costs
|
|
Acquired intangible assets
|
|
Total
|
||||||
2016
|
$
|
15,800
|
|
|
$
|
21,900
|
|
|
$
|
37,700
|
|
2017
|
12,300
|
|
|
21,000
|
|
|
33,300
|
|
|||
2018
|
9,200
|
|
|
19,400
|
|
|
28,600
|
|
|||
2019
|
6,200
|
|
|
15,900
|
|
|
22,100
|
|
|||
2020
|
4,400
|
|
|
11,100
|
|
|
15,500
|
|
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, 2015
|
||
|
(in thousands)
|
||
Assets held for sale:
|
|
||
Cash and cash equivalents
|
$
|
4,247
|
|
Accounts receivable
|
42,674
|
|
|
Inventories
|
41,650
|
|
|
Prepaid expenses and other assets
|
8,820
|
|
|
Property and equipment, net
|
976
|
|
|
Other assets, net
|
3,339
|
|
|
Total assets held for sale
|
$
|
101,706
|
|
Liabilities held for sale:
|
|
||
Accounts payable
|
$
|
39,816
|
|
Accrued expenses and other liabilities
|
2,931
|
|
|
Revolving credit loans and current maturities of long-term debt, net
|
28,639
|
|
|
Other long-term liabilities
|
61
|
|
|
Total liabilities held for sale
|
$
|
71,447
|
|
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Senior Notes, interest at 3.75% payable semi-annually, due September 21, 2017
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Less—unamortized debt discount
|
(710
|
)
|
|
(974
|
)
|
||
Senior Notes, net
|
349,290
|
|
|
349,026
|
|
||
Capital leases
|
4,262
|
|
|
5,662
|
|
||
Other committed and uncommitted revolving credit facilities, average interest rate of 4.97% and 6.15% at January 31, 2015 and January 31, 2014, respectively, expiring on various dates through fiscal 2017
|
12,848
|
|
|
42,914
|
|
||
|
366,400
|
|
|
397,602
|
|
||
Less—current maturities (included as “Revolving credit loans and current maturities of long-term debt, net”)
|
(13,303
|
)
|
|
(43,481
|
)
|
||
Total long-term debt
|
$
|
353,097
|
|
|
$
|
354,121
|
|
Fiscal year:
|
|
||
2016
|
$
|
13,392
|
|
2017
|
431
|
|
|
2018
|
350,431
|
|
|
2019
|
431
|
|
|
2020
|
431
|
|
|
Thereafter
|
2,314
|
|
|
Total payments
|
367,430
|
|
|
Less - amounts representing interest on capital leases
|
(320
|
)
|
|
Total principal payments
|
$
|
367,110
|
|
|
Year ended January 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
0.5
|
|
|
0.8
|
|
|
1.2
|
|
Net changes in deferred tax valuation allowances
|
(4.5
|
)
|
|
(19.5
|
)
|
|
(9.0
|
)
|
Tax on foreign earnings different than U.S. rate
|
(11.8
|
)
|
|
(11.7
|
)
|
|
(9.9
|
)
|
Nondeductible penalties
|
0.0
|
|
|
0.0
|
|
|
0.5
|
|
Nondeductible interest
|
4.0
|
|
|
6.4
|
|
|
0.8
|
|
Reserve established for foreign income tax contingencies
|
0.1
|
|
|
0.3
|
|
|
0.5
|
|
Effect of company-owned life insurance
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(0.4
|
)
|
Undistributed earnings on foreign assets held for sale
|
2.4
|
|
|
0.0
|
|
|
0.0
|
|
Other, net
|
1.5
|
|
|
1.2
|
|
|
1.4
|
|
|
26.8
|
%
|
|
11.9
|
%
|
|
20.1
|
%
|
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
60,235
|
|
|
$
|
70,800
|
|
Capitalized marketing program costs
|
5,420
|
|
|
4,722
|
|
||
Goodwill
|
6,050
|
|
|
6,108
|
|
||
Deferred costs currently deductible
|
7,605
|
|
|
6,094
|
|
||
Undistributed earnings on foreign assets held for sale
|
5,598
|
|
|
0
|
|
||
Other, net
|
7,796
|
|
|
7,491
|
|
||
Total deferred tax liabilities
|
92,704
|
|
|
95,215
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
47,083
|
|
|
50,665
|
|
||
Loss carryforwards
|
96,199
|
|
|
125,914
|
|
||
Amortizable goodwill
|
7,930
|
|
|
11,915
|
|
||
Depreciation and amortization
|
7,132
|
|
|
7,699
|
|
||
Disallowed interest expense
|
31,898
|
|
|
38,481
|
|
||
Other, net
|
10,359
|
|
|
10,149
|
|
||
|
200,601
|
|
|
244,823
|
|
||
Less: valuation allowances
|
(71,499
|
)
|
|
(101,340
|
)
|
||
Total deferred tax assets
|
129,102
|
|
|
143,483
|
|
||
Net deferred tax asset
|
$
|
36,398
|
|
|
$
|
48,268
|
|
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
|
|
|
Increases in tax positions for prior years
|
845
|
|
|
Decreases in tax positions for prior years
|
(730
|
)
|
|
Increases in tax positions for current year
|
105
|
|
|
Expiration of statutes of limitation
|
(63
|
)
|
|
Changes due to translation of foreign currencies
|
(891
|
)
|
|
Gross unrecognized tax benefits at January 31, 2015
|
$
|
5,125
|
|
|
Shares
|
|
Weighted-
average grant date fair value |
|||
Nonvested at January 31, 2014
|
284,204
|
|
|
$
|
51.45
|
|
Granted
|
455,806
|
|
|
61.06
|
|
|
Vested
|
(160,844
|
)
|
|
50.37
|
|
|
Canceled
|
(31,477
|
)
|
|
56.91
|
|
|
Nonvested at January 31, 2015
|
547,689
|
|
|
59.45
|
|
|
Shares
|
|
Weighted-
average exercise price |
|
Weighted-
Average remaining contractual term (in years) |
|
Aggregate
intrinsic value (in thousands) |
|||||
Outstanding at January 31, 2014
|
329,788
|
|
|
$
|
38.31
|
|
|
|
|
|
||
Exercised
|
(287,678
|
)
|
|
38.95
|
|
|
|
|
|
|||
Outstanding at January 31, 2015
|
42,110
|
|
|
33.97
|
|
|
3.1
|
|
$
|
974
|
|
|
Vested and expected to vest at January 31, 2015
|
42,110
|
|
|
33.97
|
|
|
3.1
|
|
974
|
|
||
Exercisable at January 31, 2015
|
38,992
|
|
|
32.37
|
|
|
2.7
|
|
964
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||
Range of exercise prices
|
Number
outstanding at 1/31/15 |
|
Weighted-
average remaining contractual life (years) |
|
Weighted-
average exercise price |
|
Number
exercisable at 1/31/15 |
|
Weighted-
average exercise price |
||||
$21.13 – $21.13
|
14,774
|
|
4.1
|
|
$
|
21.13
|
|
|
14,774
|
|
$
|
21.13
|
|
37.04 – 37.06
|
21,100
|
|
1.1
|
|
37.04
|
|
|
21,100
|
|
37.04
|
|
||
54.03 – 54.03
|
6,236
|
|
7.1
|
|
54.03
|
|
|
3,118
|
|
54.03
|
|
||
|
42,110
|
|
3.1
|
|
33.97
|
|
|
38,992
|
|
32.37
|
|
|
Shares
|
|
Weighted-
average price per share |
|||
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
|
|
|
Shares of common stock repurchased under share repurchase program
|
896,718
|
|
|
59.10
|
|
|
Shares of treasury stock reissued
|
(207,779
|
)
|
|
|
||
Treasury stock balance at January 31, 2015
|
21,866,069
|
|
|
$
|
42.95
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||||||||||
|
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
|
|
$
|
9,903
|
|
|
|
|
$
|
6,160
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
5,411
|
|
|
|
|
$
|
2,423
|
|
|
||||
Acquisition-related contingent consideration
|
|
|
$
|
3,381
|
|
|
|
|
$
|
10,571
|
|
Fiscal year:
|
|
||
2016
|
$
|
47,500
|
|
2017
|
31,600
|
|
|
2018
|
28,500
|
|
|
2019
|
20,300
|
|
|
2020
|
17,900
|
|
|
Thereafter
|
43,900
|
|
|
Total payments
|
$
|
189,700
|
|
|
Year ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net sales to unaffiliated customers:
|
|
|
|
|
|
||||||
Americas
(1)
|
$
|
10,406,209
|
|
|
$
|
10,188,618
|
|
|
$
|
9,823,515
|
|
Europe
|
17,264,423
|
|
|
16,633,286
|
|
|
15,534,814
|
|
|||
Total
|
$
|
27,670,632
|
|
|
$
|
26,821,904
|
|
|
$
|
25,358,329
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Americas
(2)
(3) (4)
|
$
|
145,107
|
|
|
$
|
156,143
|
|
|
$
|
150,055
|
|
Europe
(5) (6) (7)
|
136,196
|
|
|
80,228
|
|
|
127,281
|
|
|||
Stock-based compensation expense
|
(13,668
|
)
|
|
(8,858
|
)
|
|
(13,616
|
)
|
|||
Total
|
$
|
267,635
|
|
|
$
|
227,513
|
|
|
$
|
263,720
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Americas
|
$
|
16,653
|
|
|
$
|
16,763
|
|
|
$
|
16,210
|
|
Europe
|
52,093
|
|
|
56,216
|
|
|
42,143
|
|
|||
Total
|
$
|
68,746
|
|
|
$
|
72,979
|
|
|
$
|
58,353
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Americas
|
$
|
13,798
|
|
|
$
|
9,530
|
|
|
$
|
19,842
|
|
Europe
|
14,377
|
|
|
19,339
|
|
|
18,523
|
|
|||
Total
|
$
|
28,175
|
|
|
$
|
28,869
|
|
|
$
|
38,365
|
|
|
As of
|
||||||
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(In thousands)
|
||||||
Identifiable assets:
|
|
|
|
||||
Americas
|
$
|
1,950,935
|
|
|
$
|
1,984,895
|
|
Europe
|
4,187,311
|
|
|
5,184,771
|
|
||
Total
|
$
|
6,138,246
|
|
|
$
|
7,169,666
|
|
|
|
|
|
||||
Long-lived assets:
|
|
|
|
||||
Americas
(1)
|
$
|
24,121
|
|
|
$
|
28,091
|
|
Europe
|
38,983
|
|
|
49,540
|
|
||
Total
|
$
|
63,104
|
|
|
$
|
77,631
|
|
|
|
|
|
||||
Goodwill & acquisition-related intangible assets, net:
|
|
|
|
||||
Americas
|
$
|
8,810
|
|
|
$
|
8,936
|
|
Europe
|
309,158
|
|
|
386,919
|
|
||
Total
|
$
|
317,968
|
|
|
$
|
395,855
|
|
(1)
|
Net sales to unaffiliated customers in the United States represented
85%
,
86%
and
85%
, respectively, of the total Americas' net sales to unaffiliated customers for the fiscal years ended January 31, 2015, 2014 and 2013, respectively. Total long-lived assets excluding goodwill, intangible assets and investments in subsidiaries in the United States represented
92%
and
90%
of the Americas' total long-lived assets at January 31, 2015 and 2014, respectively.
|
(2)
|
Operating income in the Americas for the fiscal year ended January 31, 2015 includes a gain associated with legal settlements of
$5.1 million
and restatement and remediation related expenses of
$4.0 million
(see Note 1 - Business and Summary of Significant Accounting Policies).
|
(3)
|
Operating income in the Americas for the fiscal year ended January 31, 2015 includes a
$1.3 million
loss on disposal of subsidiaries related to the plan to sell certain of the Company’s operations in Latin America (see Note 6 - Loss on Disposal of Subsidiaries).
|
(4)
|
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 and remediation related expenses of
$13.2 million
(see Note 1 - Business and Summary of Significant Accounting Policies).
|
(5)
|
Operating income in Europe for the fiscal year ended January 31, 2015 includes restatement and remediation related expenses of
$18.1 million
and a decrease in the accrual for value added tax matters in the Company's Spanish subsidiary of
$6.2 million
(see Note 13 - Commitments and Contingencies).
|
(6)
|
Operating income in Europe for the fiscal year ended January 31, 2014 includes
$40.6 million
of restatement and remediation related expenses (see Note 1 - Business and Summary of Significant Accounting Policies).
|
(7)
|
Operating income in Europe for the fiscal year ended January 31, 2013 includes an increase in the accrual for value added tax matters in the Company's Spanish subsidiary of
$29.5 million
(see Note 13 - Commitments and Contingencies).
|
|
Quarter ended
|
||||||||||||||
|
April 30
(1)
|
|
July 31
(1) (2)
|
|
October 31
(1) (3)
|
|
January 31
(1) (4) (5)
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Fiscal year 2015:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
6,728,151
|
|
|
$
|
6,841,809
|
|
|
$
|
6,761,181
|
|
|
$
|
7,339,491
|
|
Gross profit
|
335,328
|
|
|
351,372
|
|
|
334,985
|
|
|
372,269
|
|
||||
Operating income
|
31,496
|
|
|
67,710
|
|
|
66,745
|
|
|
101,684
|
|
||||
Consolidated net income
|
13,467
|
|
|
39,328
|
|
|
41,700
|
|
|
80,677
|
|
||||
Net income attributable to shareholders of Tech Data Corporation
|
$
|
13,467
|
|
|
$
|
39,328
|
|
|
$
|
41,700
|
|
|
$
|
80,677
|
|
Net income per share attributable to shareholders of Tech Data Corporation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.35
|
|
|
$
|
1.03
|
|
|
$
|
1.09
|
|
|
$
|
2.12
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
1.03
|
|
|
$
|
1.09
|
|
|
$
|
2.11
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
||||||||||||||
|
April 30
(6)
|
|
July 31
(6)
|
|
October 31
(6)(7)
|
|
January 31
(6)(7)(8)
|
||||||||
|
(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
|
|
|
|
|
|
|
|
|
|
(1)
|
During the first, second, third and fourth quarters of fiscal 2015, the Company recorded
$12.2 million
,
$5.4 million
,
$2.1 million
and
$2.3 million
of restatement and remediation related expenses, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).
|
(2)
|
During the second quarter of fiscal 2015, the Company decreased its accrual for value added tax matters in its Spanish subsidiary by
$6.2 million
(see further discussion in Note 13 - Commitments and Contingencies).
|
(3)
|
During the third quarter of fiscal 2015, the Company recorded a gain of
$5.1
million associated with legal settlements (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).
|
(4)
|
During the fourth quarter of fiscal 2015, the Company recorded a loss of
$1.3 million
on disposal of subsidiaries related to the plan to sell certain of the Company’s operations in Latin America (see further discussion in Note 6 - Loss on Disposal of Subsidiaries).
|
(5)
|
During the fourth quarter of fiscal 2015, the Company recorded income tax benefits of
$19.2 million
primarily related to the reversal of deferred tax valuation allowances in certain jurisdictions in Europe, partially offset by income tax expenses of
$5.6 million
related to undistributed earnings on assets held for sale in certain Latin American jurisdictions (see further discussion in Note 8 - Income Taxes).
|
(6)
|
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 and remediation related expenses, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).
|
(7)
|
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).
|
(8)
|
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).
|
•
|
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 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.
|
•
|
The Audit Committee, Board and executives have increased communication to all employees regarding the ethical values of the Company, and the requirement for all employees to comply with laws and the Company's Code of Conduct and accounting policies.
|
•
|
The Company has evaluated its organizational structure and changed roles and responsibilities or created new roles to enhance controls and compliance. Some of these changes include:
|
◦
|
Certain personnel are no longer employed by the Company.
|
◦
|
The accounting organization has added 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 added a Vice President, European Controller to assist with the oversight of financial reporting and the correct application of accounting principles throughout the European region.
|
◦
|
The Company has engaged external experts to perform the internal audit function and to assist with the implementation of specific fraud detection procedures.
|
◦
|
The Company has appointed a Chief Ethics and Compliance Officer and has made changes to enhance its ethics and compliance training and communication strategy throughout the organization to increase employee awareness of the Company’s compliance policies.
|
•
|
The Company has implemented changes to its compensation programs to better motivate accurate financial reporting and compliance.
|
•
|
The Company has engaged internal and external resources to evaluate potential enhancements to the accounting and enterprise computer systems to improve systematic controls and account reconciliation processes. Certain improvements which have been implemented include:
|
◦
|
New tools and process training to document, support and review manual journal entries and account reconciliations.
|
◦
|
Automation of certain financial reporting processes and tools that previously required or allowed manual adjustment.
|
•
|
Management has undertaken a comprehensive review of its internal control structure to ensure that key controls are adequately designed, clearly documented and communicated throughout the finance organization.
|
◦
|
The Company has implemented new internal controls related to manual journal entries and account review procedures for vendor accounting.
|
Plan category
|
Number of
shares to be issued upon exercise of outstanding equity-based incentives |
|
Weighted average exercise
price per share of outstanding equity-based incentives |
|
Number of shares
remaining available for future issuance under equity compensation plans |
|
||||
Equity compensation plans approved by shareholders for:
|
|
|
|
|
|
|
||||
Employee equity compensation
|
589,799
|
|
(1)
|
$
|
33.97
|
|
(2)
|
2,619,618
|
|
(3)
|
Employee stock purchase
|
0
|
|
|
0
|
|
|
508,857
|
|
|
|
Total
|
589,799
|
|
|
$
|
33.97
|
|
|
3,128,475
|
|
|
(1)
|
The total of equity-based incentives outstanding also includes 26,149 units outstanding for non-employee directors.
|
(2)
|
Amount represents the weighted average exercise price for the 42,110 outstanding MV Stock-settled SARs, MVOs and stock options. There are 547,689 nonvested restricted stock awards that do not have an exercise price.
|
(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.
|
(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
|
|
3-A
(32)
|
Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 4, 2014 with the Secretary of the State of Florida
|
|
|
3-B
(32)
|
Bylaws of Tech Data Corporation as adopted by the Board of Directors and approved by the Shareholders on June 4,2014
|
|
|
4 - A
(25)
|
Indenture, dated as of September 21, 2012, between Tech Data Corporation and U.S. Bank National Association, as trustee
|
|
|
4 - B
(25)
|
Form of 3.750% Note due 2017
|
|
|
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
(26)
|
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-AAnn
(10)
|
Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation
|
|
|
10-AAoo
(10)
|
First Amendment to the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation
|
|
|
10-AApp
(11)
|
Employment Agreement Between Tech Data Corporation and Robert M. Dutkowsky, dated October 2, 2006
|
|
|
10-AAtt
(12)
|
Amendment Number 11 to Transfer and Administration Agreement dated as of March 20, 2007
|
|
|
|
|
10-AAvv
(13)
|
Equity Incentive Bonus Plan
|
|
|
10-AAyy
(14)
|
Amendment Number 12 to Transfer and Administration Agreement dated as of December 18, 2007
|
|
|
10-BBa
(15)
|
Third Amended and Restated Lease Agreement dated June 27, 2008
|
|
|
10-BBb
(15)
|
Third Amended and Restated Credit Agreement dated June 27, 2008
|
|
|
10-BBc
(15)
|
Third Amended and Restated Participation Agreement dated June 27, 2008
|
|
|
10-BBd
(16)
|
Amendment No. 13 to Transfer and Administration Agreement dated as of October 22, 2008
|
|
|
10-BBe
(18)
|
2009 Equity Incentive Plan of Tech Data Corporation
|
|
|
10-BBf
(19)
|
Amendment Number 14 to Transfer and Administration Agreement dated as of October 16, 2009
|
|
|
10-BBh
(20)
|
Amendment Number 15 to Transfer and Administration Agreement dated as of October 15, 2010
|
|
|
10-BBj
(21)
|
Amendment No. 16 to Transfer and Administration Agreement dated as of August 31, 2011
|
|
|
10-BBk
(21)
|
Credit Agreement dated as of September 27, 2011
|
|
|
10-BBl
(22)
|
Amendment No. 17 to Transfer and Administration Agreement dated as of December 13, 2011
|
|
|
10-BBm
(22)
|
Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) and Amendments 1 through 5
|
|
|
10-BBn
(23)
|
Executive Bonus Plan, approved by Shareholders at 2012 Annual Meeting
|
|
|
10-BBo
(24)
|
Amendment No. 18 to Transfer and Administration Agreement as of October 31, 2012
|
|
|
10-BBp
(24)
|
Consent for Third Amended and Restated Participation Agreement
|
|
|
10-BBq
(27)
|
Amendments 1 through 5 of Trust Agreement Between Fidelity Management Trust Company and Tech Data Corporation
|
|
|
10-BBr
(27)
|
Amendment to the Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) dated December 11, 2012
|
|
|
10-BBs
(28)
|
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
(28)
|
Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 18 thereto, dated as of April 29, 2013
|
|
|
10-BBu
(28)
|
Waiver Agreement to the Credit Agreement, dated as of April 30, 2013
|
|
|
10-BBv
(29)
|
Fourth Amended and Restated Lease Agreement, dated as of June 27, 2013
|
|
|
10-BBw
(29)
|
Fourth Amended and Restated Credit Agreement, dated as of June 27, 2013
|
|
|
|
|
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
(34)
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet as of January 31, 2015 and 2014; (ii) Consolidated Statement of Income for the fiscal years ended January 31, 2015, 2014 and 2013; (iii) Consolidated Statement of Comprehensive Income for the fiscal years ended January 31, 2015, 2014 and 2013; (iv) Consolidated Statement of Shareholders’ Equity for the fiscal years ended January 31, 2015, 2014 and 2013; (v) Consolidated Statement of Cash Flows for the fiscal years ended January 31, 2015, 2014 and 2013; (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-Q for the quarter ended April 30, 2006, File No. 0-14625.
|
(11)
|
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.
|
(12)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended January 31, 2007, File No. 0-14625.
|
(13)
|
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.
|
(14)
|
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.
|
(15)
|
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.
|
(16)
|
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
.
|
(17)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated June 10, 2009, File No. 0-14625.
|
(18)
|
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.
|
(19)
|
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.
|
(20)
|
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.
|
(21)
|
Incorporated by reference to the Exhibits included in the Company’s SC-TO I dated September 27, 2011, File No. 005-37498.
|
(22)
|
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
|
(23)
|
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.
|
(24)
|
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.
|
(25)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated September 21, 2012, File No. 0-14625.
|
(26)
|
Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated March 7, 2005, File No. 0-14625.
|
(27)
|
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.
|
(28)
|
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.
|
(29)
|
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.
|
(30)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2013, File 0-14625.
|
(31)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2014, File No. 0-14625.
|
(32)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the year ended April 30, 2014, File No. 0-14625.
|
(33)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2014, File No. 0-14625.
|
(34)
|
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,
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
$
|
58,754
|
|
|
$
|
10,415
|
|
|
$
|
(25,083
|
)
|
|
$
|
6,057
|
|
|
$
|
50,143
|
|
2014
|
58,284
|
|
|
11,725
|
|
|
(25,187
|
)
|
|
13,932
|
|
|
58,754
|
|
|||||
2013
|
56,753
|
|
|
9,653
|
|
|
(24,425
|
)
|
|
16,303
|
|
|
58,284
|
|
(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
|
March 26, 2015
|
Robert M. Dutkowsky
|
(principal executive officer)
|
|
|
|
|
/s/ J
EFFERY
P. H
OWELLS
|
Executive Vice President and Chief
|
March 26, 2015
|
Jeffery P. Howells
|
Financial Officer, Director (principal financial officer)
|
|
|
|
|
/s/ J
OSEPH
B. T
REPANI
|
Senior Vice President and Corporate Controller
|
March 26, 2015
|
Joseph B. Trepani
|
(principal accounting officer)
|
|
|
|
|
/s/ S
TEVEN
A. R
AYMUND
|
Chairman of the Board of Directors
|
March 26, 2015
|
Steven A. Raymund
|
|
|
|
|
|
/s/ C
HARLES
E. A
DAIR
|
Director
|
March 26, 2015
|
Charles E. Adair
|
|
|
|
|
|
/s/ H
ARRY
J. H
ARCZAK
, J
R
.
|
Director
|
March 26, 2015
|
Harry J. Harczak, Jr.
|
|
|
|
|
|
/s/ K
ATHLEEN
M
ISUNAS
|
Director
|
March 26, 2015
|
Kathleen Misunas
|
|
|
|
|
|
/s/ T
HOMAS
I. M
ORGAN
|
Director
|
March 26, 2015
|
Thomas I. Morgan
|
|
|
|
|
|
/s/ P
ATRICK
G.
S
AYER
|
Director
|
March 26, 2015
|
Patrick G. Sayer
|
|
|
|
|
|
/s/ S
AVIO
W. T
UNG
|
Director
|
March 26, 2015
|
Savio W. Tung
|
|
|
|
|
|
/s/ D
AVID
M. U
PTON
|
Director
|
March 26, 2015
|
David M. Upton
|
|
|
Article III.
|
Trustee Responsibility Regarding Payments to Trust Beneficiary When
|
[X]
|
(a) The Trustee shall remit such payment to Company and Company shall make such payments to the Plan participants and beneficiaries. Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan(s) and shall pay amounts withheld
to the appropriate taxing authorities. Company shall indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to Company’s failure to properly withhold and/or remit amounts due or to pay benefits to participants in connection with the Trust.
|
[ ]
|
(b) The Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of federal and state taxes (other than FICA, FUTA or local taxes) that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan(s) and shall pay amounts withheld to the appropriate taxing authorities. Notwithstanding the foregoing, the Company may direct the Trustee with respect to the state and federal income tax withholding on such payments, and must direct the Trustee if any tax withholding is required on a payment subject to state/local income taxes in a state/locality other than the state/locality in which the participant currently resides (“Non-resident taxes”). If applicable, Company shall direct the Trustee to remit any FICA, FUTA or local taxes with respect to the benefit payments to Company and Company shall have the responsibility for determining, reporting and paying the FICA, FUTA or local taxes to the appropriate taxing authorities. Company will indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to Company’s failure to properly withhold and remit FICA, FUTA or local taxes in connection with payments from the Trust, or for failure to direct the Trustee regarding withholding on any payment subject to Non-resident taxes.
|
By
/s/ Scott Walker
Its
VP, Treasurer
And
/s/ Jeff Howells
Its
CFO
|
By
/s/ Mary Lou Scribner
Its
Vice President
And
/s/ Donna C. Balaguer
Its
Vice President
|
Name of Subsidiary
|
State or Country of Incorporation
|
Azlan European Finance Limited
|
UK
|
Azlan GmbH
|
Germany
|
Azlan Group Limited
|
UK
|
Azlan Limited
|
UK
|
Azlan Logistics Limited
|
UK
|
Azlan Overseas Holdings Ltd.
|
UK
|
Azlan Scandinavia AB
|
Sweden
|
Computer 2000 Distribution Ltd.
|
UK
|
Datatechnology Datech Ltd.
|
UK
|
Datech 2000 Ltd.
|
UK
|
Tech Data Distribution Limited
|
Ireland
|
Frontline Distribution Ltd.
|
UK
|
Horizon Technical Services (UK) Limited
|
UK
|
Horizon Technical Services AB
|
Sweden
|
Hotlamps Limited
|
UK
|
ISI Distribution Limited
|
UK
|
Managed Training Services Limited
|
UK
|
Maneboard Limited
|
UK
|
Maverick Presentation Products Limited
|
UK
|
Quadrangle Technical Services Limited
|
UK
|
Screen Expert Limited UK
|
UK
|
Specialist Distribution Group (SDG) Limited
|
UK
|
TD Brasil Ltda (Brazil)
|
Brazil
|
TD Facilities, Ltd. (Partnership)
|
Texas
|
TD Fulfillment Services, LLC
|
Florida
|
TD Tech Data AB
|
Sweden
|
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
|
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
|
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 SAS
|
France
|
Tech Data GmbH & Co OHG
|
Germany
|
Tech Data Information Technology GmbH
|
Germany
|
Tech Data Global Finance LP
|
Cayman Islands
|
Tech Data International Sárl
|
Switzerland
|
Tech Data Italia Srl
|
Italy
|
Tech Data Latin America, Inc.
|
Florida
|
Tech Data Limited
|
UK
|
Tech Data Lux Finance S.á.r.l
|
Luxembourg
|
Tech Data Luxembourg S.á.r.l
|
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
|
Tech Data Mobile Acquisition Limited (formerly known as Brightstar Acquisition Limited)
|
UK
|
Tech Data Mobile Cooperatief W.A. (formerly known as Brightstar Cooperatief W.A.)
|
Netherlands
|
Tech Data Mobile Limited (formerly known as Brightstar Europe Limited)
|
UK
|
Tech Data Mobile Netherlands BV (formerly known as M.C.C BV)
|
Netherlands
|
Tech Data Nederland BV
|
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 BV
|
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, 2015 (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, 2015 (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
|