10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2019

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             .

Commission File Number 0-14625  

TECH DATA CORPORATION

(Exact name of Registrant as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

5350 Tech Data Drive Clearwater, Florida

(Address of principal executive offices)

No. 59-1578329

(I.R.S. Employer

Identification Number)

33760

(Zip Code)

(Registrant’s Telephone Number, including Area Code): (727) 539-7429

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange which registered
Common stock, par value $.0015 per share	TECD	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒    No   ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):  

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company Filer	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ☐ No  ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at November 26, 2019
Common stock, par value $.0015 per share	35,422,796

1

TECH DATA CORPORATION AND SUBSIDIARIES

Form 10-Q for the Three and Nine Months Ended October 31, 2019

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Consolidated Balance Sheet	3
	Consolidated Statement of Income	4
	Consolidated Statement of Comprehensive Income (Loss)	5
	Consolidated Statement of Shareholders' Equity	6
	Consolidated Statement of Cash Flows	7
	Notes to Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	49
ITEM 4.	Controls and Procedures	50
PART II.	OTHER INFORMATION	51
ITEM 1.	Legal Proceedings	51
ITEM 1A.	Risk Factors	51
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
ITEM 3.	Defaults Upon Senior Securities	52
ITEM 4.	Mine Safety Disclosures	52
ITEM 5.	Other Information	52
ITEM 6.	Exhibits	53
SIGNATURES		54

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands, except par value and share amounts)

	October 31, 2019			January 31, 2019
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	964,146		$	799,123
Accounts receivable, net	5,768,940			6,241,740
Inventories	3,145,381			3,297,385
Prepaid expenses and other assets	341,075			354,601
Total current assets	10,219,542			10,692,849
Property and equipment, net	275,013			274,917
Goodwill	888,165			892,990
Intangible assets, net	884,560			950,858
Other assets, net	427,456			174,938
Total assets	$	12,694,736		$	12,986,552
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,963,941		$	7,496,466
Accrued expenses and other liabilities	1,030,457			1,000,126
Revolving credit loans and current maturities of long-term debt, net	123,271			110,368
Total current liabilities	8,117,669			8,606,960
Long-term debt, less current maturities	1,294,186			1,300,554
Other long-term liabilities	314,596			142,315
Total liabilities	9,726,451			10,049,829
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at October 31, 2019 and January 31, 2019	89			89
Additional paid-in capital	846,636			844,206
Treasury stock, at cost (23,798,037 and 22,305,464 shares at October 31, 2019 and January 31, 2019)	(1,195,148		)	(1,037,872		)
Retained earnings	3,311,934			3,086,514
Accumulated other comprehensive income	4,774			43,786
Total shareholders' equity	2,968,285			2,936,723
Total liabilities and shareholders' equity	$	12,694,736		$	12,986,552

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

3

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three months ended October 31,						Nine months ended October 31,
	2019			2018			2019			2018
Net sales	$	9,118,944		$	9,340,029		$	26,617,612		$	26,774,449
Cost of products sold	8,558,557			8,783,425			24,986,196			25,167,698
Gross profit	560,387			556,604			1,631,416			1,606,751
Operating expenses:
Selling, general and administrative expenses	415,242			396,675			1,252,752			1,234,355
Acquisition, integration and restructuring expenses	4,647			20,277			16,077			66,799
Legal settlements and other, net	—			(7,207		)	(282		)	(15,406		)
Gain on disposal of subsidiary	(1,390		)	(29		)	(1,390		)	(6,746		)
	418,499			409,716			1,267,157			1,279,002
Operating income	141,888			146,888			364,259			327,749
Interest expense	21,033			25,405			68,276			79,380
Other expense, net	4,348			4,961			6,551			7,779
Income before income taxes	116,507			116,522			289,432			240,590
Provision for income taxes	25,737			2,306			64,012			16,809
Net income	$	90,770		$	114,216		$	225,420		$	223,781
Earnings per share:
Basic	$	2.54		$	2.98		$	6.19		$	5.83
Diluted	$	2.52		$	2.96		$	6.15		$	5.80
Weighted average common shares outstanding:
Basic	35,720			38,358			36,395			38,357
Diluted	35,968			38,526			36,630			38,559

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

4

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three months ended October 31,					Nine months ended October 31,
	2019		2018			2019			2018
Net income	$	90,770	$	114,216		$	225,420		$	223,781
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	33,255		(91,430		)	(39,090		)	(281,737		)
Unrealized gain on cash flow hedges, net of tax	20		—			78			—
Other comprehensive income (loss)	33,275		(91,430		)	(39,012		)	(281,737		)
Total comprehensive income (loss)	$	124,045	$	22,786		$	186,408		$	(57,956	)

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

5

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)

	Common Stock			Additional paid-in capital			Treasury stock			Retained earnings		Accumulated other comprehensive income (loss)			Total shareholders' equity
	Shares	Amount
Balance at January 31, 2019	59,246	$	89	$	844,206		$	(1,037,872	)	$	3,086,514	$	43,786		$	2,936,723
Repurchases of common stock	—	—		—			(35,681		)	—		—			(35,681		)
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(16,003		)	7,896			—		—			(8,107		)
Stock-based compensation expense	—	—		8,305			—			—		—			8,305
Total other comprehensive loss	—	—		—			—			—		(40,734		)	(40,734		)
Net income	—	—		—			—			55,400		—			55,400
Balance at April 30, 2019	59,246	89		836,508			(1,065,657		)	3,141,914		3,052			2,915,906
Repurchases of common stock	—	—		—			(82,011		)	—		—			(82,011		)
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(1,404		)	1,379			—		—			(25		)
Stock-based compensation expense	—	—		8,055			—			—		—			8,055
Total other comprehensive loss	—	—		—			—			—		(31,553		)	(31,553		)
Net income	—	—		—			—			79,250		—			79,250
Balance at July 31, 2019	59,246	89		843,159			(1,146,289		)	3,221,164		(28,501		)	2,889,622
Repurchases of common stock	—	—		—			(49,300		)	—		—			(49,300		)
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(196		)	441			—		—			245
Stock-based compensation expense	—	—		7,347			—			—		—			7,347
Purchase of noncontrolling interest	—	—		(3,674		)	—			—		—			(3,674		)
Total other comprehensive income	—	—		—			—			—		33,275			33,275
Net income	—	—		—			—			90,770		—			90,770
Balance at October 31, 2019	59,246	$	89	$	846,636		$	(1,195,148	)	$	3,311,934	$	4,774		$	2,968,285

	Common Stock			Additional paid-in capital			Treasury stock			Retained earnings		Accumulated other comprehensive income			Total shareholders' equity
	Shares	Amount
Balance at January 31, 2018	59,246	$	89	$	827,301		$	(940,124	)	$	2,745,934	$	288,292		$	2,921,492
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(12,771		)	6,957			—		—			(5,814		)
Stock-based compensation expense	—	—		7,587			—			—		—			7,587
Total other comprehensive loss	—	—		—			—			—		(88,252		)	(88,252		)
Net income	—	—		—			—			33,699		—			33,699
Balance at April 30, 2018	59,246	89		822,117			(933,167		)	2,779,633		200,040			2,868,712
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(1,083		)	1,303			—		—			220
Stock-based compensation expense	—	—		7,968			—			—		—			7,968
Total other comprehensive loss	—	—		—			—			—		(102,055		)	(102,055		)
Net income	—	—		—			—			75,866		—			75,866
Balance at July 31, 2018	59,246	89		829,002			(931,864		)	2,855,499		97,985			2,850,711
Repurchases of common stock	—	—		—			(43,798		)	—		—			(43,798		)
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(621		)	572			—		—			(49		)
Stock-based compensation expense	—	—		8,139			—			—		—			8,139
Total other comprehensive loss	—	—		—			—			—		(91,430		)	(91,430		)
Net income	—	—		—			—			114,216		—			114,216
Balance at October 31, 2018	59,246	$	89	$	836,520		$	(975,090	)	$	2,969,715	$	6,555		$	2,837,789

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

6

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine months ended October 31,
	2019			2018
Cash flows from operating activities:
Cash received from customers	$	35,335,867		$	34,190,821
Cash paid to vendors and employees	(34,774,608		)	(33,891,567		)
Interest paid, net	(79,482		)	(82,829		)
Income taxes paid	(69,174		)	(67,107		)
Net cash provided by operating activities	412,603			149,318
Cash flows from investing activities:
Proceeds from sale of business, net of cash divested	—			8,985
Acquisition of businesses, net of cash acquired	—			(124,223		)
Expenditures for property and equipment	(30,503		)	(24,830		)
Software and software development costs	(21,147		)	(15,323		)
Other	315			1,105
Net cash used in investing activities	(51,335		)	(154,286		)
Cash flows from financing activities:
Borrowings on long-term debt	300,000			—
Principal payments on long-term debt	(311,925		)	(207,854		)
Cash paid for debt issuance costs	(4,341		)	—
Net borrowings (repayments) on revolving credit loans	15,035			(9,274		)
Payments for employee tax withholdings on equity awards	(9,337		)	(6,988		)
Proceeds from the reissuance of treasury stock	1,450			1,322
Acquisition of noncontrolling interest	(7,553		)	—
Repurchases of common stock	(166,992		)	(43,798		)
Other	529			—
Net cash used in financing activities	(183,134		)	(266,592		)
Effect of exchange rate changes on cash and cash equivalents	(13,111		)	(37,589		)
Net increase (decrease) in cash and cash equivalents	165,023			(309,149		)
Cash and cash equivalents at beginning of year	799,123			955,628
Cash and cash equivalents at end of period	$	964,146		$	646,479
Reconciliation of net income to net cash provided by operating activities:
Net income	$	225,420		$	223,781
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposal of subsidiary	(1,390		)	(6,746		)
Depreciation and amortization	112,726			119,641
Provision for losses on accounts receivable	19,176			11,545
Stock-based compensation expense	23,707			23,694
Accretion of debt discount and debt issuance costs	3,195			2,983
Deferred income taxes	4,577			(11,567		)
Changes in operating assets and liabilities, net of acquisitions and disposition:
Accounts receivable	372,594			(309,390		)
Inventories	113,168			(397,692		)
Prepaid expenses and other assets	38,991			(3,720		)
Accounts payable	(443,413		)	474,214
Accrued expenses and other liabilities	(56,148		)	22,575
Total adjustments	187,183			(74,463		)
Net cash provided by operating activities	$	412,603		$	149,318

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

7

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Tech Data Corporation (“Tech Data” or the “Company”) is one of the world’s largest IT distribution and solutions companies. Tech Data serves a critical role in the center of the IT ecosystem, bringing products from the world’s leading technology vendors to market, as well as helping customers create solutions best suited to maximize business outcomes for their end-user customers. Tech Data’s customers include value-added resellers, direct marketers, retailers, corporate resellers and managed service providers who support the diverse technology needs of end users. The Company manages its operations in three geographic segments: the Americas, Europe and Asia-Pacific.

On November 12, 2019, the Company entered into an Agreement and Plan of Merger, as subsequently amended on November 27, 2019 (the ''Merger Agreement''), with the affiliates of certain funds (the “Apollo Funds”), managed by affiliates of Apollo Global Management, LLC (“Apollo”), a leading global alternative investment manager. Pursuant to the Merger Agreement, the affiliates of Apollo Funds will acquire all the outstanding shares of the Company’s common stock for $145 per share in cash (the “Merger”). The completion of the Merger is subject to customary closing conditions, including the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of the Company’s common stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, certain foreign regulatory approvals and other customary closing conditions.

Principles of Consolidation

The consolidated financial statements include the accounts of Tech Data and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company operates on a fiscal year that ends on January 31.

Basis of Presentation

The consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States ("U.S.") Securities and Exchange Commission (“SEC”). The Company prepares its financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company as of October 31, 2019, its consolidated statements of income, comprehensive income (loss), and shareholders' equity for the three and nine months ended October 31, 2019 and 2018, and its consolidated cash flows for the nine months ended October 31, 2019 and 2018.

Seasonality

The Company’s quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of currency fluctuations and seasonal variations in the demand for the products and services we sell. Narrow operating margins may magnify the impact of these factors on the Company's quarterly operating results. Historical seasonal variations have included an increase in European demand during the Company’s fiscal fourth quarter and decreased demand in other fiscal quarters. The seasonal trend in Europe typically results in greater operating leverage, and therefore, lower selling, general and administrative expenses as a percentage of net sales in the region and on a consolidated basis during the second half of the Company's fiscal year, particularly in the Company's fourth quarter. Therefore, the results of operations for the three and nine months ended October 31, 2019 and 2018 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2020.

Revenue Recognition

The Company’s revenues primarily result from the sale of various technology products and services. The Company recognizes revenue as control of products is transferred to customers, which generally happens at the point of shipment. Products sold by the Company are delivered via shipment from the Company’s facilities, dropshipment directly from the vendor, or by electronic delivery of keys for software products. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed. Service revenues and related contract liabilities were not material for the periods presented.

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction,

8

revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.

The Company allows its customers to return product for exchange or credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. The Company also provides volume rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

The Company considers shipping & handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of products sold. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

The Company disaggregates its operating segment revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue. Net sales shown in Note 13 – Segment Information includes service revenues, which are not a significant component of total revenue and are aggregated within the respective geographies.

The following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of the Company's consolidated net sales for the three and nine months ended October 31, 2019 and 2018 (as a percent of consolidated net sales):

	Three months ended October 31,		Nine months ended October 31,
	2019	2018	2019	2018
Apple, Inc.	17%	17%	15%	15%
Cisco Systems, Inc.	11%	10%	11%	11%
HP Inc.	10%	11%	11%	11%

Legal settlements and other, net

The Company has been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel and cathode ray tube displays, as well as reimbursement from insurance providers of certain costs incurred by the Company associated with the restatement of certain of the Company’s consolidated financial statements and other financial information from fiscal 2009 to 2013. The Company reached settlement agreements during the periods presented and has recorded these amounts, net of attorney fees and expenses, in “legal settlements and other, net” in the Consolidated Statement of Income.

Accounts Receivable Purchase Agreements

The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At October 31, 2019 and January 31, 2019, the Company had a total of $921 million and $1.1 billion, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During both the three months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $4.1 million. During the nine months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $11.8 million and $10.5 million, respectively. These discount fees are included as a component of "other expense, net" in the Consolidated Statement of Income.

Recently Adopted Accounting Standards

In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of the right-of-use asset are recorded for leases determined to be finance leases and straight-line lease expense is recorded for leases determined to be operating leases. Lessees are required to initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. In July 2018, the FASB issued additional updates to the new accounting standard which provided entities with a transition option to initially account for the impact of the adoption with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard and elected this transition option during the quarter ending April 30, 2019. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical accounting relating to lease identification and classification for existing leases at the time of adoption. The adoption of this standard resulted in the Company recognizing initial right-of-use assets of $206.8 million and corresponding lease

9

liabilities of $205.8 million as of April 30, 2019. The adoption of this standard had no impact on the Company's Consolidated Statements of Income and Cash Flows. See Note 11 – Leases for additional information.

In August 2017, the FASB issued a new accounting standard that amends and simplifies guidance related to hedge accounting to more accurately portray the economics of an entity’s risk management activities in its financial statements. The Company adopted this standard during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued a new accounting standard which aligns the capitalization requirements for implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the existing capitalization requirements for implementation costs incurred to develop or obtain internal-use software. The Company early adopted this standard on a prospective basis during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.

Recently Issued Accounting Standards

In June 2016, the FASB issued an accounting standard which revises the methodology for measuring credit losses on financial instruments and the timing of the recognition of those losses. Under the new standard, financial assets measured at an amortized cost basis are to be presented net of the amount not expected to be collected via an allowance for credit losses. Estimated credit losses are to be based on historical information adjusted for management's expectation that current conditions and supportable forecasts differ from historical experience. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2020, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.

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NOTE 2 — EARNINGS PER SHARE ("EPS")

The Company presents the computation of earnings per share on a basic and diluted basis. Basic EPS is computed by dividing net income by the weighted average number of shares outstanding during the reported period. Diluted EPS reflects the potential dilution related to equity-based incentives (see Note 7 – Stock-Based Compensation for further discussion) using the treasury stock method. The composition of basic and diluted EPS is as follows:

	Three months ended October 31,				Nine months ended October 31,
	2019		2018		2019		2018
(in thousands, except per share data)
Net income	$	90,770	$	114,216	$	225,420	$	223,781
Weighted average common shares - basic	35,720		38,358		36,395		38,357
Effect of dilutive securities:
Equity based awards	248		168		235		202
Weighted average common shares - diluted	35,968		38,526		36,630		38,559
Earnings per share:
Basic	$	2.54	$	2.98	$	6.19	$	5.83
Diluted	$	2.52	$	2.96	$	6.15	$	5.80

For the three months ended October 31, 2019 and 2018, there were 485 and 45,072 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the nine months ended October 31, 2019 and 2018, there were 485 and 43,783 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

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NOTE 3 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the fiscal 2018 acquisition of Avnet, Inc.'s ("Avnet") Technology Solutions business ("TS") and restructuring costs related to the Global Business Optimization Program which was initiated in fiscal 2019.

Acquisitions

On February 27, 2017, Tech Data acquired all of the outstanding shares of TS for an aggregate purchase price of approximately $2.8 billion, comprised of approximately $2.5 billion in cash and 2,785,402 shares of the Company's common stock. Acquisition, integration and restructuring expenses related to the acquisition of TS are primarily comprised of restructuring costs, IT related costs, professional services, transaction related costs and other costs. Restructuring costs are comprised of severance and facility exit costs. IT related costs consist primarily of data center and non-ERP application migration and integration costs, as well as, IT related professional services. Professional services are primarily comprised of integration related activities, including professional fees for project management, accounting, tax and other consulting services. Transaction related costs primarily consist of investment banking fees, legal expenses and due diligence costs incurred in connection with the completion of the transaction. Other costs includes payroll related costs including retention, stock compensation, relocation and travel expenses, incurred as part of the integration of TS. For the nine months ended October 31, 2018, other costs are partially offset by a gain of $9.6 million related to the final working capital adjustment for the acquisition of TS as part of a settlement agreement with Avnet.

The Company incurred no acquisition, integration and restructuring expenses related to the acquisition of TS during the three and nine months ended October 31, 2019 and does not expect to incur any additional costs in future periods. Acquisition, integration and restructuring expenses for the three and nine months ended October 31, 2018 related to the acquisition of TS are comprised of the following:

	Three months ended October 31,		Nine months ended October 31,
	2018		2018
(in thousands)
Restructuring costs	$	1,618	$	16,267
IT related costs	2,120		10,606
Professional services	807		5,213
Transaction related costs	268		1,461
Other costs	2,340		1,785
Total	$	7,153	$	35,332

During the three months ended October 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $1.6 million in Europe. During the nine months ended October 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $3.6 million in the Americas and $12.7 million in Europe.

Additionally, the Company incurred $1.8 million of transaction related costs during the three and nine months ended October 31, 2019 related to the proposed Merger with the affiliates of Apollo Funds and the acquisition of DLT Solutions (see Note 14 - Subsequent Events for further discussion).

Global Business Optimization Program

In fiscal 2019, the Company's Board of Directors approved the Global Business Optimization Program (the "GBO Program") to increase investment in the Company’s strategic priorities and implement operational initiatives to drive productivity and enhance profitability. Under the GBO Program, the Company expects to incur cash charges of approximately $70 million to $80 million, primarily comprised of $40 million to $45 million of charges in Europe and $30 million to $35 million of charges in the Americas. The cash charges primarily consist of severance costs, and also include professional services and other costs.

Restructuring expenses related to the GBO Program are comprised of the following:

	Three months ended October 31,				Nine months ended October 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	1,851	$	8,741	$	9,185	$	17,615	$	35,612
Professional services and other costs	1,030		4,383		5,126		13,852		21,240
Total	$	2,881	$	13,124	$	14,311	$	31,467	$	56,852

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Restructuring costs related to the GBO Program by segment are as follows:

	Three months ended October 31,				Nine months ended October 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1,902	$	2,502	$	6,154	$	9,838
Europe	975		10,099		7,228		20,981
Asia-Pacific	4		523		929		648
Total	$	2,881	$	13,124	$	14,311	$	31,467

Restructuring activity during the nine months ended October 31, 2019 related to the GBO Program is as follows:

	Nine months ended October 31, 2019
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2019	$	14,798		$	631		$	15,429
Fiscal 2020 restructuring expenses	9,185			5,126			14,311
Cash payments	(14,858		)	(5,721		)	(20,579		)
Foreign currency translation	(293		)	(23		)	(316		)
Balance at October 31, 2019	$	8,832		$	13		$	8,845

NOTE 4 — GAIN ON DISPOSAL OF SUBSIDIARY

During the second quarter of fiscal 2019, the Company executed an agreement to sell certain of its operations in Ireland for a total sales price of approximately $15.3 million. The Company recorded a gain on sale of $6.7 million during the nine months ended October 31, 2018, which includes the reclassification of $5.1 million from accumulated other comprehensive income for cumulative translation adjustments associated with the Company’s investment in this foreign entity. The Company recorded an additional gain on the sale of this entity of $1.4 million during the three and nine months ended October 31, 2019. The operating results of this entity during the nine months ended October 31, 2018 were insignificant relative to the Company's consolidated financial results.

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NOTE 5 — DEBT

The carrying value of the Company's outstanding debt consists of the following (in thousands):

As of:	October 31, 2019			January 31, 2019
Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022	$	500,000		$	500,000
Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027	500,000			500,000
Term Loans, interest rate of 2.84% and 3.99% at October 31, 2019 and January 31, 2019, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 7.26% and 8.05% at October 31, 2019 and January 31, 2019, respectively	116,895			102,271
Other long-term debt	6,973			15,817
Less—unamortized debt discount and debt issuance costs	(6,411		)	(7,166		)
	1,417,457			1,410,922
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(123,271		)	(110,368		)
Total long-term debt	$	1,294,186		$	1,300,554

Senior Notes

In January 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due February 15, 2022 (the "3.70% Senior Notes") and $500.0 million aggregate principal amount of 4.95% Senior Notes due February 15, 2027 (the "4.95% Senior Notes") (collectively the "2017 Senior Notes"). The Company pays interest on the 2017 Senior Notes semi-annually in arrears on February 15 and August 15 of each year. The interest rate payable on the 2017 Senior Notes will be subject to adjustment from time to time if the credit rating assigned to such series of notes changes. At no point will the interest rate be reduced below the interest rate payable on the notes on the date of the initial issuance or increase more than 2.00% above the interest rate payable on the notes of the series on the date of their initial issuance. The 2017 Senior Notes are senior unsecured obligations of the Company and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.

The Company, at its option, may redeem the 3.70% Senior Notes at any time prior to January 15, 2022 and the 4.95% Senior Notes at any time prior to November 15, 2026, in each case in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2017 Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Senior Notes to be redeemed, discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points for the 3.70% Senior Notes and 40 basis points for the 4.95% Senior Notes, plus the accrued and unpaid interest on the principal amount being redeemed up to the date of redemption. The Company may also redeem the 2017 Senior Notes, at any time in whole or from time to time in part, on or after January 15, 2022 for the 3.70% Senior Notes and November 15, 2026 for the 4.95% Senior Notes, in each case, at a redemption price equal to 100% of the principal amount of the 2017 Senior Notes to be redeemed.

Other Credit Facilities

The Company has a $1.5 billion revolving credit facility with a syndicate of banks (the “Credit Agreement”) which, among other things, provides for (i) a maturity date of May 15, 2024, (ii) an interest rate on borrowings, facility fees and letter of credit fees based on the Company’s debt rating, (iii) the ability to increase the facility to a maximum of $1.75 billion, subject to certain conditions and (iv) certain subsidiaries of the Company to be designated as borrowers. The applicable borrower will pay interest on advances under the Credit Agreement based on LIBOR (or similar interbank offered rates depending on currency draw) plus a predetermined margin that is based on the Company’s debt rating. There were no amounts outstanding under the Credit Agreement at October 31, 2019 and January 31, 2019.

The Company entered into a term loan credit agreement in November 2016 with a syndicate of banks (the "2016 Term Loan Credit Agreement") which provided for the borrowing of senior unsecured term loans in an original aggregate principal amount of up to $1.0 billion. The Company paid interest on advances under the 2016 Term Loan Credit Agreement at a variable rate based on LIBOR plus a predetermined margin based on the Company's debt rating. The Company had $300 million outstanding under the 2016 Term Loan Credit Agreement at January 31, 2019. On August 2, 2019, the Company entered into a new term loan credit agreement (the “2019 Term Loan Credit Agreement”), the proceeds of which were used to repay in full the amounts outstanding under the 2016 Term Loan Credit Agreement. The 2019 Term Loan Credit Agreement, among other things, (i) provides for a $300 million term loan credit facility with a maturity date of August 2, 2021, (ii) provides for an interest rate on the outstanding principal amount of the loan that is based on LIBOR plus a predetermined margin, and (iii) may be increased up to a total of $500 million, subject to certain conditions. The Company had $300.0 million outstanding under the 2019 Term Loan Credit Agreement at October 31, 2019.

The Company also has an agreement with a syndicate of banks (the “Receivables Securitization Program”) that allows the Company to transfer an undivided interest in a designated pool of U.S. accounts receivable, on an ongoing basis, to provide collateral for borrowings up to a maximum of $1.0 billion. The scheduled termination date of the agreement is April 16, 2021. Under this program, the Company

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transfers certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $1.7 billion at both October 31, 2019 and January 31, 2019. As collections reduce accounts receivable balances included in the collateral pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. Interest is to be paid on advances under the Receivables Securitization Program at the applicable commercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under the Receivables Securitization Program at October 31, 2019 and January 31, 2019.

In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $394.9 million at October 31, 2019 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $116.9 million outstanding on these facilities at October 31, 2019, at a weighted average interest rate of 7.26%, and there was $102.3 million outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.

At October 31, 2019, the Company had also issued standby letters of credit of $32.0 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of certain of these letters of credit reduces the Company's borrowing availability under certain of the above-mentioned credit facilities.

Certain of the Company’s credit facilities contain limitations on the amounts of annual dividends and repurchases of common stock and require compliance with other obligations, warranties and covenants. The financial ratio covenants under these credit facilities include a maximum total leverage ratio and a minimum interest coverage ratio. At October 31, 2019, the Company was in compliance with all such financial covenants.

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NOTE 6 — INCOME TAXES

U.S. Tax Reform

On December 22, 2017, the U.S. federal government enacted the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) which significantly revised U.S. corporate income tax law by, among other things, reducing the U.S. federal corporate income tax rate from 35% to 21% and implementing a modified territorial tax system that included a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. Due to the complexities involved in accounting for U.S. Tax Reform, the SEC issued Staff Accounting Bulletin (“SAB”) 118 which required that the Company include in its financial statements the reasonable estimate of the impact of U.S. Tax Reform on earnings to the extent such reasonable estimate had been determined. SAB 118 allowed the Company to report provisional amounts within a measurement period up to one year due to the complexities inherent in adopting the changes. During the three and nine months ended October 31, 2018, the Company decreased its provisional estimate of the one-time transition tax by $24.0 million upon further analysis of earnings and profits of the Company's foreign subsidiaries and utilization of foreign tax credits.

Tax Indemnifications

In connection with the acquisition of TS, pursuant to the interest purchase agreement, the Company and Avnet agreed to indemnify each other in relation to certain tax matters. As a result, the Company has recorded certain indemnification assets for expected amounts to be received from Avnet related to liabilities recorded for unrecognized tax benefits. The Company has also recorded certain indemnification liabilities for expected amounts to be paid to Avnet. The Company recorded a benefit in income tax expense of $5.5 million during the three months ended October 31, 2018 and a benefit in income tax expense of $0.6 million and $6.1 million during the nine months ended October 31, 2019 and 2018, respectively, due to the resolution of certain pre-acquisition tax matters.

Effective Tax Rate

The Company's effective tax rate was 22.1% and 2.0% for the three months ended October 31, 2019 and 2018, respectively, and 22.1% and 7.0% for the nine months ended October 31, 2019 and 2018, respectively. On an absolute dollar basis, the provision for income taxes increased to $25.7 million for the third quarter of fiscal 2020 compared to $2.3 million for the third quarter of fiscal 2019 and increased to $64.0 million for the nine months ended October 31, 2019 compared to $16.8 million for the nine months ended October 31, 2018.

The increase in both the effective tax rate and the provision for income taxes for the three and nine months ended October 31, 2019, as compared to the prior year is primarily due to the prior year decrease in the provisional estimate of the one-time transition tax related to U.S. Tax Reform and the impact of the resolution of certain pre-acquisition tax matters related to TS. The increase in both the effective tax rate and the provision for income taxes for the nine months ended October 31, 2019, as compared to the prior year, is also impacted by a $13.0 million income tax benefit recognized during the nine months ended October 31, 2018. The income tax benefit was due to the Company's finalization of the geographic allocation of the purchase price for the acquisition of TS for tax reporting purposes as part of a settlement agreement with Avnet, which resulted in the recognition of a deferred tax asset in the U.S. for future tax deductions related to the amortization of goodwill for tax purposes. Additionally, the increase in the absolute dollar value of the provision for income taxes for the nine months ended October 31, 2019 as compared to the prior year is due to an increase in taxable earnings.

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NOTE 7 — STOCK-BASED COMPENSATION

The Company recorded $23.7 million of stock-based compensation expense for both the nine months ended October 31, 2019 and 2018.

The 2018 Equity Incentive Plan was approved by the Company’s shareholders in June 2018 and includes 2.0 million shares available for grant, of which approximately 1.7 million shares remain available for future grant at October 31, 2019. The Company is authorized to award officers, employees, and non-employee members of the Board of Directors restricted stock, options to purchase common stock, stock appreciation rights and performance awards that are dependent upon achievement of specified performance goals. Equity-based compensation awards have a maximum term of 10 years, unless a shorter period is specified by the Compensation Committee of the Board of Directors ("Compensation Committee") or is required under local law. Awards under the plan are priced as determined by the Compensation Committee and are required to be priced at, or above, the fair market value of the Company’s common stock on the date of grant. Awards generally vest between one year and three years from the date of grant. The Company’s policy is to utilize shares of its treasury stock, to the extent available, to satisfy its obligation to issue shares upon the exercise of awards.

Restricted stock units

A summary of the Company’s restricted stock activity for the nine months ended October 31, 2019 is as follows:

	Shares
Nonvested at January 31, 2019	649,122
Granted	228,528
Vested	(263,334	)
Canceled	(29,851	)
Nonvested at October 31, 2019	584,465

Performance based restricted stock units

The Company's performance based restricted stock unit awards are subject to vesting conditions, including meeting specified cumulative performance objectives over a period of three years. Each performance based award recipient could vest in 0% to 150% of the target shares granted, contingent on the achievement of the Company's financial performance metrics. A summary of the Company’s performance based restricted stock activity, assuming maximum achievement for nonvested awards, for the nine months ended October 31, 2019 is as follows:

	Shares
Nonvested at January 31, 2019	293,216
Granted	108,771
Vested	(16,996	)
Canceled	(18,648	)
Nonvested at October 31, 2019	366,343

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NOTE 8 — FAIR VALUE MEASUREMENTS

The Company’s assets and liabilities carried or disclosed at fair value are classified in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – inputs other than quoted market prices included in Level 1 above that are observable for the asset or liability, either directly or indirectly; and Level 3 – unobservable inputs for the asset or liability. The classification of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table summarizes the valuation of the Company's assets and liabilities that are measured at fair value on a recurring basis:

		October 31, 2019				January 31, 2019
		Fair value measurement category				Fair value measurement category
	Balance sheet location	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
(in thousands)
ASSETS
Net investment hedges:
Foreign currency forward contracts	Prepaid expenses and other assets		$	527			$	—
Foreign currency forward contracts	Other assets, net		16,307				—
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		133				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		2,992				3,830
LIABILITIES
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		$	238			$	—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		5,268				6,641

The Company's derivative instruments are measured on a recurring basis based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers (Level 2 criteria) and are marked-to-market each period (see Note 9 – Derivative Instruments for further discussion).

The Company utilizes life insurance policies to fund the Company’s nonqualified deferred compensation plan. The life insurance asset recorded by the Company is the amount that would be realized upon the assumed surrender of the policy. This amount is based on the underlying fair value of the invested assets contained within the life insurance policies. The gains and losses are recorded in the Company’s Consolidated Statement of Income within "other expense, net." The related deferred compensation liability is also marked-to-market each period based upon the returns of the various investments selected by the plan participants and the gains and losses are recorded in the Company’s Consolidated Statement of Income within "selling, general and administrative expenses." The net realizable value of the Company's life insurance investments and related deferred compensation liability was $42.8 million and $42.6 million, respectively, at October 31, 2019 and $39.2 million and $39.1 million, respectively, at January 31, 2019.

The carrying value of the 2017 Senior Notes discussed in Note 5 – Debt represents cost less unamortized debt discount and debt issuance costs. The estimated fair value of the 2017 Senior Notes is based upon quoted market information (Level 1). The estimated fair value of the 2017 Senior Notes was $1.05 billion and $988 million, respectively, at October 31, 2019 and January 31, 2019 and the carrying value was $994.0 million and $992.8 million, respectively, at October 31, 2019 and January 31, 2019. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The carrying amounts of debt outstanding pursuant to revolving credit facilities and term loan credit agreements approximated fair value as the majority of these instruments have variable interest rates which approximate current market rates (Level 2 criteria).

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NOTE 9 — DERIVATIVE INSTRUMENTS

In the ordinary course of business, the Company is exposed to movements in foreign currency exchange rates. The Company's foreign currency risk management objective is to protect earnings and cash flows from the impact of exchange rate changes primarily through the use of foreign currency forward contracts and a cross-currency swap.

Net Investment Hedges

The Company has entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges. The Company entered into the net investment hedges to offset the risk of change in the U.S. dollar value of the Company's investment in a euro functional subsidiary due to fluctuating foreign exchange rates. Gains and losses on net investment hedges are recorded in other comprehensive income (loss) until the sale or substantially complete liquidation of the underlying assets of the Company's investment. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the Consolidated Statement of Income under a systematic and rational method over the life of the hedging instrument.

The aggregate notional values of the Company's outstanding net investment hedge contracts by year of maturity as of October 31, 2019 are as follows:

Fiscal Year:	Notional Value
(in millions)
2020 (remaining 3 months)	$	—
2021	21.6
2022	21.6
2023	267.0
2024	12.4
Thereafter	293.4
Total	$	616.0

The following tables present the effects of the Company's net investment hedges on accumulated other comprehensive income ("AOCI") and earnings for the three and nine months ended October 31, 2019:

	Three months ended October 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	13,490	$	—	$	3,381	Interest expense

	Nine months ended October 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	10,048	$	—	$	6,786	Interest expense

The Company had no net investment hedges outstanding during the three and nine months ended October 31, 2018.

Cash Flow Hedges

The Company has entered into a cross-currency swap to hedge its cash flows related to certain foreign-currency denominated debt which is designated as a cash flow hedge. The notional value of this swap was $4.5 million at October 31, 2019 and the swap has a maturity date of February 2020. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is initially reported as a component of other comprehensive income (loss). These gains and losses are subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged item.

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The following tables present the effects of the Company's cash flow hedges on AOCI and earnings for the three and nine months ended October 31, 2019:

	Three months ended October 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	75	$	169		Interest expense
			(114		)	Other expense, net
Total	$	75	$	55

	Nine months ended October 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	220	$	457		Interest expense
			(315		)	Other expense, net
Total	$	220	$	142

The Company had no cash flow hedges outstanding during the three and nine months ended October 31, 2018.

Derivatives Not Designated as Hedges

The Company additionally utilizes forward contracts that are not designated as hedging instruments to hedge intercompany loans, accounts receivable and accounts payable. The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. The Company’s transactions in its foreign operations are denominated primarily in the following currencies: Australian dollar, British pound, Canadian dollar, Czech koruna, Danish krone, euro, Indian rupee, Indonesian rupiah, Mexican peso, Norwegian krone, Polish zloty, Singapore dollar, Swedish krona, Swiss franc and U.S. dollar.

The Company considers inventory as an economic hedge against foreign currency exposure in accounts payable in certain circumstances. This practice offsets such inventory against corresponding accounts payable denominated in currencies other than the functional currency of the subsidiary buying the inventory when determining the net exposure to be hedged using traditional forward contracts. Under this strategy, the Company would expect to increase or decrease selling prices for products purchased in foreign currencies based on fluctuations in foreign currency exchange rates affecting the underlying accounts payable. To the extent the Company incurs a foreign currency exchange loss (gain) on the underlying accounts payable denominated in the foreign currency, a corresponding increase (decrease) in gross profit would be expected as the related inventory is sold. This strategy can result in a certain degree of quarterly earnings volatility as the underlying accounts payable is remeasured using the foreign currency exchange rate prevailing at the end of each period, or settlement date if earlier, whereas the corresponding increase (decrease) in gross profit is not realized until the related inventory is sold.

The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated accounts receivable and accounts payable as a component of “cost of products sold” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged accounts receivable or accounts payable. The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated financing transactions as a component of “other expense, net,” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged loans. The gains and losses on the Company's foreign currency forward contracts are largely offset by the change in the fair value of the underlying hedged assets or liabilities.

The total amount of gains (losses) recognized in earnings on the Company's derivatives not designated as hedges for the three and nine months ended October 31, 2019 and 2018 are as follows:

		Gains (losses) recognized in earnings
		Three months ended October 31,						Nine months ended October 31,
Derivatives not designated as hedges	Income statement location	2019			2018			2019			2018
(in millions)
Foreign currency forward contracts	Cost of products sold	$	(3.0	)	$	10.4		$	—		$	22.5
Foreign currency forward contracts	Other expense, net	3.2			(31.9		)	(0.1		)	(43.4		)
Total		$	0.2		$	(21.5	)	$	(0.1	)	$	(20.9	)

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The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended October 31, 2019 and 2018 were approximately $1.1 billion and $1.5 billion, respectively, with average maturities of 28 days and 24 days, respectively. The Company's average notional amounts of derivatives not designated as hedges outstanding during the nine months ended October 31, 2019 and 2018 were approximately $1.2 billion and $1.4 billion, respectively, with average maturities of 26 days and 27 days, respectively. As discussed above, under the Company's hedging policies, gains and losses on these derivative financial instruments are largely offset by the gains and losses on the underlying assets or liabilities being hedged.

The Company’s derivatives are also discussed in Note 8 – Fair Value Measurements.

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NOTE 10 — SHAREHOLDERS' EQUITY

Share Repurchase Program

In October 2018, the Company's Board of Directors authorized a share repurchase program for up to $200.0 million of the Company's common stock. In February 2019, the Board of Directors approved a $100.0 million increase to the program. In August 2019, the Company's Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company's common stock, resulting in a total share repurchase authorization of $500.0 million. In conjunction with the Company’s share repurchase program, a 10b5-1 plan was executed that instructs the broker selected by the Company to repurchase shares on behalf of the Company. The amount of common stock repurchased in accordance with the 10b5-1 plan on any given trading day is determined by a formula in the plan, which is based on the market price of the Company’s common stock. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares.

The Company’s common share issuance activity for the nine months ended October 31, 2019 is summarized as follows:  

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2019	22,305,464		$	46.53
Shares of treasury stock repurchased under share repurchase program	1,697,609		98.37
Shares of treasury stock reissued for equity incentive plans	(205,036	)
Treasury stock balance at October 31, 2019	23,798,037		$	50.22

As of October 31, 2019, the Company had $226.0 million available for future repurchases of its common stock under the authorized share repurchase program. Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, the Company suspended its share repurchase program as of November 13, 2019.

Accumulated Other Comprehensive Income

The following tables summarize the change in the components of AOCI for the three and nine months ended October 31, 2019 and 2018:

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)
Other comprehensive income (loss) before reclassification	33,255			75			33,330
Reclassification of (gain) loss from AOCI into income	—			(55		)	(55		)
Balance at October 31, 2019	$	4,696		$	78		$	4,774

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at July 31, 2018	$	97,985		$	—	$	97,985
Other comprehensive income (loss) before reclassification	(91,430		)	—		(91,430		)
Reclassification of (gain) loss from AOCI into income	—			—		—
Balance at October 31, 2018	$	6,555		$	—	$	6,555

22

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2019	$	43,786		$	—		$	43,786
Other comprehensive income (loss) before reclassification	(39,090		)	220			(38,870		)
Reclassification of (gain) loss from AOCI into income	—			(142		)	(142		)
Balance at October 31, 2019	$	4,696		$	78		$	4,774

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at January 31, 2018	$	288,292		$	—	$	288,292
Other comprehensive income (loss) before reclassification	(276,664		)	—		(276,664		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at October 31, 2018	$	6,555		$	—	$	6,555

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NOTE 11 — LEASES

At contract inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating leases for certain logistics centers, office facilities, vehicles and equipment. The Company’s finance leases are not material. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. Certain of the Company’s operating leases contain options to extend the lease, which are included in the lease term when it is reasonably certain that the option will be exercised. Certain of the Company's operating leases contain options to terminate the lease; periods after the date of the termination option are included in the lease term when it is reasonably certain that the Company will not exercise the option to terminate the lease. The Company has elected to not separately recognize the lease and non-lease components of a contract for all operating leases.

Operating leases are included in “other assets, net”, “accrued expenses and other liabilities” (for the current portion of lease liabilities) and “other long-term liabilities” on the Consolidated Balance Sheet. These assets and liabilities are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the Company's incremental borrowing rate. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recognized in “selling, general and administrative expenses” on the Consolidated Statement of Income. Variable lease costs are recognized as incurred.

The following table presents the contractual maturities of the Company's operating lease liabilities as of October 31, 2019:

Fiscal year:
(in thousands)
2020 (remaining 3 months)	$	16,914
2021	65,146
2022	46,204
2023	36,642
2024	27,393
Thereafter	66,699
Total payments	$	258,998
Less amount of lease payments representing interest	(32,395		)
Total present value of lease payments	$	226,603

Rental expense for all operating leases totaled $21.6 million and $65.0 million during the three and nine months ended October 31, 2019, respectively. These costs primarily relate to fixed costs for long-term operating leases, but also include immaterial amounts for variable lease costs and short-term operating leases.

The following amounts were recorded in the Company's Consolidated Balance Sheet as of October 31, 2019:

Operating leases	Balance sheet location	October 31, 2019
(in thousands)
Operating lease right-of-use assets	Other assets, net	$	227,875
Current operating lease liabilities	Accrued expenses and other liabilities	64,547
Non-current operating lease liabilities	Other long-term liabilities	162,056

Supplemental cash flow information related to the Company's operating leases is as follows:

Cash flow information	Nine months ended October 31, 2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	$	52,121
Non-cash right-of-use assets obtained in exchange for lease liabilities:	58,691

The weighted-average remaining lease term and discount rate were as follows as of October 31, 2019:

Operating lease term and discount rate	Operating Leases
Weighted-average remaining lease term	5.7 years
Weighted-average discount rate	4.8	%

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NOTE 12 — COMMITMENTS AND CONTINGENCIES

Guarantees

The Company has arrangements with certain finance companies that provide inventory financing facilities to the Company’s customers. In conjunction with certain of these arrangements, the Company would be required to purchase certain inventory in the event the inventory is repossessed from the customers by the finance companies. As the Company does not have access to information regarding the amount of inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by the Company under these arrangements have been insignificant to date. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.

Contingencies

In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of the Company’s Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” The Company estimates the total exposure related to the CIDE tax, including interest, was approximately $19.2 million at October 31, 2019. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. Accordingly, the Company has not recorded an accrual for the total estimated CIDE tax exposure. However, due to the lack of predictability of the Brazilian court system, the Company has concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. The Company believes the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity. 

In June 2013, the Company was subject to a document seizure by the French Autorité de la Concurrence ("Competition Authority") following allegations of anticompetitive distribution practices in the French market for the products of one of the Company's suppliers. In October 2018, the Competition Authority delivered a notification des griefs (statement of objections) to the Company, stating that the Competition Authority is pursuing charges against the Company in this matter. In July 2019, the Competition Authority delivered a rapport (report), which is a further step towards proposing charges in this matter. The Competition Authority has taken similar action against the Company's supplier and another of the supplier's distributors. The administrative proceedings could result in the imposition of a fine against the Company, which could be material in amount. If a fine is imposed, the Company would be entitled to appeal the administrative determination to the French courts, although the Company would be required to pay the fine before doing so. At this time, the Company cannot assess the likelihood that these proceedings will be finally resolved against Tech Data, and the Company cannot reasonably estimate the amount of fine that may be imposed.

The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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NOTE 13 — SEGMENT INFORMATION

The Company operates predominantly in a single industry segment as a distributor of technology products, logistics management, and other value-added services. While the Company operates primarily in one industry, it is managed based on three geographic segments: the Americas, Europe and Asia-Pacific. The Company does not consider stock-based compensation expense in assessing the performance of its operating segments, and therefore the Company excludes stock-based compensation expense from segment information. The accounting policies of the segments are the same as those described in Note 1 – Business and Summary of Significant Accounting Policies.

Financial information by geographic segment is as follows (in thousands):

	Three months ended October 31,						Nine months ended October 31,
	2019			2018			2019			2018
Net sales:
Americas (1)	$	4,202,320		$	4,137,852		$	12,308,249		$	11,799,389
Europe	4,622,270			4,920,156			13,371,397			14,130,985
Asia-Pacific	294,354			282,021			937,966			844,075
Total	$	9,118,944		$	9,340,029		$	26,617,612		$	26,774,449
Operating income:
Americas (2), (3), (4)	$	82,420		$	112,399		$	244,138		$	261,671
Europe (5), (6), (7)	66,536			39,889			140,605			86,292
Asia-Pacific	279			2,739			3,223			3,480
Stock-based compensation expense	(7,347		)	(8,139		)	(23,707		)	(23,694		)
Total	$	141,888		$	146,888		$	364,259		$	327,749
Depreciation and amortization:
Americas	$	24,163		$	23,394		$	71,602		$	70,244
Europe	11,763			13,679			35,294			42,686
Asia-Pacific	2,041			2,169			5,830			6,711
Total	$	37,967		$	39,242		$	112,726		$	119,641
Capital expenditures:
Americas	$	11,191		$	11,493		$	29,989		$	24,105
Europe	6,373			4,742			19,158			13,821
Asia-Pacific	576			1,195			2,503			2,227
Total	$	18,140		$	17,430		$	51,650		$	40,153

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As of:	October 31, 2019		January 31, 2019
Identifiable assets:
Americas	$	5,670,555	$	5,402,316
Europe	6,420,274		6,970,822
Asia-Pacific	603,907		613,414
Total	$	12,694,736	$	12,986,552
Long-lived assets:
Americas (1)	$	219,300	$	217,863
Europe	51,051		52,162
Asia-Pacific	4,662		4,892
Total	$	275,013	$	274,917
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,045,627	$	1,083,699
Europe	545,625		575,776
Asia-Pacific	55,495		60,154
Total	$	1,646,747	$	1,719,629

(1) Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended October 31, 2019 and 2018 and 90% of the total Americas' net sales for both the nine months ended October 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both October 31, 2019 and January 31, 2019.

(2) Operating income in the Americas for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.5 million and $6.0 million, respectively. Operating income in the Americas for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.8 million and $19.0 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

(3) Operating income in the Americas includes a gain related to legal settlements and other, net, of $7.2 million for the three months ended October 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $15.4 million for the nine months ended October 31, 2019 and 2018, respectively (see further discussion in Note 1 – Business and Summary of Significant Accounting Policies).

(4) Operating income in the Americas for the three and nine months ended October 31, 2018 includes a benefit of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible.

(5) Operating income in Europe for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.0 million and $13.1 million, respectively. Operating income in Europe for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.2 million and $44.4 million, respectively.

(6) Operating income in Europe for the three and nine months ended October 31, 2018 includes expenses of $5.5 million and $6.5 million, respectively, related to the recognition of certain tax indemnification liabilities (see further discussion in Note 6 – Income Taxes).

(7) Operating income in Europe for both the three and nine months ended October 31, 2019 includes a gain on disposal of a subsidiary of $1.4 million. Operating income in Europe for the nine months ended October 31, 2018 includes a gain on disposal of a subsidiary of $6.7 million (see further discussion in Note 4 – Gain on Disposal of Subsidiary).

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NOTE 14 - SUBSEQUENT EVENTS

On November 25, 2019, the Company completed the acquisition of DLT Solutions ("DLT"), a premier software and cloud solutions aggregator focused on the U.S. public sector. The Company acquired all of the outstanding shares of DLT for a purchase price of approximately $205 million in cash, subject to certain working capital and other adjustments. The DLT acquisition enables Tech Data to proactively develop opportunities, accelerate growth and simplify complexity for its channel partners that are serving the U.S. public sector space.

Since the closing of this acquisition occurred subsequent to the end of the Company's third quarter, the allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process, which has not yet been completed. The major classes of assets and liabilities acquired include accounts receivable, accounts payable, intangible assets and goodwill. The Company's fourth quarter fiscal 2020 operating results will include the results from DLT following the date of acquisition. Based on the timing of the acquisition and lack of available information, the Company has determined it to be impracticable to disclose a preliminary purchase price allocation at this time.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including this Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contains forward-looking statements, as described in the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties and actual results could differ materially from those projected. These forward-looking statements regarding future events and the future results of Tech Data Corporation (“Tech Data”, “we”, “our”, “us” or the “Company”) are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are referred to the cautionary statements and important factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended January 31, 2019 for further information with respect to important risks and other factors that could cause actual results to differ materially from those in the forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

OVERVIEW

We are one of the world’s largest IT distribution and solutions companies. We serve a critical role in the center of the IT ecosystem, bringing products from the world’s leading technology vendors to market, as well as helping our customers create solutions best suited to maximize business outcomes for their end-user customers. We distribute and market products from many of the world’s leading technology hardware manufacturers and software publishers, as well as suppliers of next-generation technologies and delivery models such as converged and hyperconverged infrastructure, the cloud, security, analytics/Internet of things ("IoT"), and services. Our customers include value-added resellers, direct marketers, retailers, corporate resellers and managed service providers who support the diverse technology needs of end users.

Some of our key financial objectives are the following:

• Growing faster than the industry in select markets by gaining profitable market share in key geographies within select product categories with leading vendors.

• Improving operating income by growing gross profit faster than operating costs.

• Delivering a return on invested capital above our weighted average cost of capital.

To strengthen our role at the center of the IT ecosystem well into the future and achieve our financial objectives, we are moving to higher value, focused on the following strategic priorities:

• Invest in next-generation technologies and delivery models such as the cloud, security, analytics/IoT, and services.

• Strengthen our end-to-end portfolio of products, services and solutions.

• Transform our company digitally through greater automation, which we believe will enhance the customer experience, improve productivity and reduce costs.

• Optimize our global footprint by enhancing the operational efficiency and effectiveness of our businesses around the world.

Planned Acquisition

On November 12, 2019, we entered into an Agreement and Plan of Merger, as subsequently amended on November 27, 2019 (the ''Merger Agreement''), with the affiliates of certain funds (the “Apollo Funds”), managed by affiliates of Apollo Global Management, LLC (“Apollo”), a leading global alternative investment manager. Pursuant to the Merger Agreement, the affiliates of Apollo Funds will acquire all the outstanding shares of the Company’s common stock for $145 per share in cash (the “Merger”). The completion of the Merger is subject to customary closing conditions, including the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of the Company’s common stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, certain foreign regulatory approvals and other customary closing conditions.

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NON-GAAP FINANCIAL INFORMATION

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), the Company also discloses certain non-GAAP financial information. Certain of these measures are presented as adjusted for the impact of changes in foreign currencies (referred to as “impact of changes in foreign currencies”). Removing the impact of the changes in foreign currencies provides a framework for assessing our financial performance as compared to prior periods. The impact of changes in foreign currencies is calculated by using the exchange rates from the prior year comparable period applied to the results of operations for the current period. The non-GAAP financial measures presented in this document include:

• Net sales, as adjusted, which is defined as net sales adjusted for the impact of changes in foreign currencies;

• Gross profit, as adjusted, which is defined as gross profit as adjusted for the impact of changes in foreign currencies;

• Selling, general and administrative expenses (“SG&A”), as adjusted, which is defined as SG&A as adjusted for the impact of changes in foreign currencies;

• Non-GAAP operating income, which is defined as operating income as adjusted to exclude acquisition, integration and restructuring expenses, legal settlements and other, net, acquisition-related intangible assets amortization expense, gain on disposal of subsidiary and tax indemnifications;

• Non-GAAP net income, which is defined as net income as adjusted to exclude acquisition, integration and restructuring expenses, legal settlements and other, net, acquisition-related intangible assets amortization expense, gain on disposal of subsidiary, tax indemnifications, value added tax assessments and related interest expense, the income tax effects of these adjustments, the reversal of deferred tax valuation allowances and the impact of the U.S. Tax Reform;

• Non-GAAP earnings per share-diluted, which is defined as earnings per share-diluted as adjusted to exclude the per share impact of acquisition, integration and restructuring expenses, legal settlements and other, net, acquisition-related intangible assets amortization expense, gain on disposal of subsidiary, tax indemnifications, value added tax assessments and related interest expense, the income tax effects of these adjustments, the reversal of deferred tax valuation allowances and the impact of the U.S. Tax Reform.

Management believes that providing this additional information is useful to the reader to assess and understand our financial performance as compared with results from previous periods. Management also uses these non-GAAP measures to evaluate performance against certain operational goals and under certain of our performance-based compensation plans. However, analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. Additionally, because these non-GAAP measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures reported by other companies.

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RESULTS OF OPERATIONS

The following table sets forth our Consolidated Statement of Income as a percentage of net sales:

	Three months ended October 31,						Nine months ended October 31,
	2019			2018			2019			2018
Net sales	100.00		%	100.00		%	100.00		%	100.00		%
Cost of products sold	93.85			94.04			93.87			94.00
Gross profit	6.15			5.96			6.13			6.00
Operating expenses:
Selling, general and administrative expenses	4.55			4.25			4.71			4.61
Acquisition, integration and restructuring expenses	0.05			0.22			0.06			0.25
Legal settlements and other, net	—			(0.08	)		—			(0.06	)
Gain on disposal of subsidiary	(0.01	)		—			(0.01	)		(0.02	)
	4.59			4.39			4.76			4.78
Operating income	1.56			1.57			1.37			1.22
Interest expense	0.23			0.27			0.26			0.29
Other expense, net	0.05			0.05			0.02			0.03
Income before income taxes	1.28			1.25			1.09			0.90
Provision for income taxes	0.28			0.03			0.24			0.06
Net income	1.00		%	1.22		%	0.85		%	0.84		%

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NET SALES

QUARTERLY RESULTS

The following table summarizes our net sales and change in net sales by geographic region for the three months ended October 31, 2019 and 2018:

	Three months ended October 31,					Change
	2019			2018		$			%
(in millions)
Consolidated net sales, as reported	$	9,119		$	9,340	$	(221	)	(2.4	)%
Impact of changes in foreign currencies	228			—		228
Consolidated net sales, as adjusted	$	9,347		$	9,340	$	7		0.1	%
Americas net sales, as reported	$	4,202		$	4,138	$	64		1.5	%
Impact of changes in foreign currencies	14			—		14
Americas net sales, as adjusted	$	4,216		$	4,138	$	78		1.9	%
Europe net sales, as reported	$	4,623		$	4,920	$	(297	)	(6.0	)%
Impact of changes in foreign currencies	215			—		215
Europe net sales, as adjusted	$	4,838		$	4,920	$	(82	)	(1.7	)%
Asia-Pacific net sales, as reported	$	294		$	282	$	12		4.3	%
Impact of changes in foreign currencies	(1		)	—		(1		)
Asia-Pacific net sales, as adjusted	$	293		$	282	$	11		3.9	%

QUARTERLY COMMENTARY

AMERICAS

• The increase in Americas net sales, as adjusted, of $78 million is primarily due to growth in software.

EUROPE

• The decrease in Europe net sales, as adjusted, of $82 million is primarily due to a decline in data center products, partially offset by growth in software. The impact of changes in foreign currencies is primarily due to the weakening of the euro against the U.S. dollar.

ASIA-PACIFIC

• The increase in Asia-Pacific net sales, as adjusted, of $11 million is primarily due to growth in data center products and software.

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YEAR TO DATE RESULTS

The following table summarizes our net sales and change in net sales by geographic region for the nine months ended October 31, 2019 and 2018:

	Nine months ended October 31,				Change
	2019		2018		$			%
(in millions)
Consolidated net sales, as reported	$	26,618	$	26,774	$	(156	)	(0.6	)%
Impact of changes in foreign currencies	864		—		864
Consolidated net sales, as adjusted	$	27,482	$	26,774	$	708		2.6	%
Americas net sales, as reported	$	12,308	$	11,799	$	509		4.3	%
Impact of changes in foreign currencies	55		—		55
Americas net sales, as adjusted	$	12,363	$	11,799	$	564		4.8	%
Europe net sales, as reported	$	13,372	$	14,131	$	(759	)	(5.4	)%
Impact of changes in foreign currencies	791		—		791
Europe net sales, as adjusted	$	14,163	$	14,131	$	32		0.2	%
Asia-Pacific net sales, as reported	$	938	$	844	$	94		11.1	%
Impact of changes in foreign currencies	18		—		18
Asia-Pacific net sales, as adjusted	$	956	$	844	$	112		13.3	%

YEAR TO DATE COMMENTARY

AMERICAS

• The increase in Americas net sales, as adjusted, of $564 million is primarily due to growth in software, data center products and personal computer systems.

EUROPE

• The increase in Europe net sales, as adjusted, of $32 million is primarily due to growth in software. The impact of changes in foreign currencies is primarily due to the weakening of the euro against the U.S. dollar.

ASIA-PACIFIC

• The increase in Asia-Pacific net sales, as adjusted, of $112 million is primarily due to growth in data center products and software.

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MAJOR VENDORS

The following table provides a comparison of net sales generated from products purchased from vendors that exceeded 10% of our consolidated net sales for the three and nine months ended October 31, 2019 and 2018 (as a percent of consolidated net sales):

	Three months ended October 31,		Nine months ended October 31,
	2019	2018	2019	2018
Apple, Inc.	17%	17%	15%	15%
Cisco Systems, Inc.	11%	10%	11%	11%
HP Inc.	10%	11%	11%	11%

There were no customers that exceeded 10% of our consolidated net sales for the three and nine months ended October 31, 2019 and 2018.

GROSS PROFIT

The following tables provide a comparison of our gross profit and gross profit as a percentage of net sales for the three and nine months ended October 31, 2019 and 2018:

QUARTERLY RESULTS

	Three months ended October 31,				Change
	2019		2018		$		%
(in millions)
Gross profit, as reported	$	560.4	$	556.6	$	3.8	0.7	%
Impact of changes in foreign currencies	13.3		—		13.3
Gross profit, as adjusted	$	573.7	$	556.6	$	17.1	3.1	%

YEAR TO DATE RESULTS

	Nine months ended October 31,				Change
	2019		2018		$		%
(in millions)
Gross profit, as reported	$	1,631.4	$	1,606.8	$	24.6	1.5	%
Impact of changes in foreign currencies	50.6		—		50.6
Gross profit, as adjusted	$	1,682.0	$	1,606.8	$	75.2	4.7	%

The quarter to date increase in gross profit, as adjusted, of $17.1 million is primarily due to the mix of products sold. The year to date increase in gross profit, as adjusted of $75.2 million is primarily due to an increase in net sales volume and the mix of products sold. The quarter to date and year to date increase in gross profit as a percentage of net sales, as reported, of 19 basis points and 13 basis points, respectively, is primarily due to the mix of products sold.

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OPERATING EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The following tables provide a comparison of our selling, general and administrative expenses for the three and nine months ended October 31, 2019 and 2018:

	Three months ended October 31,						Change
	2019			2018			$		%
(in millions)
SG&A, as reported	$	415.2		$	396.7		$	18.5	4.7	%
Impact of changes in foreign currencies	10.4			—			10.4
SG&A, as adjusted	$	425.6		$	396.7		$	28.9	7.3	%
SG&A as a percentage of net sales, as reported	4.55		%	4.25		%			30 bps

	Nine months ended October 31,						Change
	2019			2018			$		%
(in millions)
SG&A, as reported	$	1,252.8		$	1,234.4		$	18.4	1.5	%
Impact of changes in foreign currencies	42.0			—			42.0
SG&A, as adjusted	$	1,294.8		$	1,234.4		$	60.4	4.9	%
SG&A as a percentage of net sales, as reported	4.71		%	4.61		%			10 bps

The quarter and year to date increase in SG&A, as adjusted, and SG&A as a percentage of net sales is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible, as well as increased investments in our strategic priorities. The increase in SG&A is partially offset by savings from our Global Business Optimization Program and an expense of $5.5 million in the prior year to record an indemnification liability to Avnet due to the resolution of a pre-acquisition tax matter. The expense recorded in SG&A in the prior year related to an indemnification liability is offset by a benefit recorded in the provision for income taxes (see Note 6 of Notes to Consolidated Financial Statements for further discussion).

ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the fiscal 2018 acquisition of Avnet, Inc.'s ("Avnet") Technology Solutions business ("TS") and restructuring costs related to the Global Business Optimization Program which was initiated in fiscal 2019.

Acquisitions

On February 27, 2017, we acquired all of the outstanding shares of TS for an aggregate purchase price of approximately $2.8 billion, comprised of approximately $2.5 billion in cash and 2,785,402 shares of our common stock. Acquisition, integration and restructuring expenses related to the acquisition of TS are primarily comprised of restructuring costs, Information Technology ("IT") related costs, professional services, transaction related costs and other costs. Restructuring costs are comprised of severance and facility exit costs. IT related costs consist primarily of data center and non-ERP application migration and integration costs, as well as, IT related professional services. Professional services are primarily comprised of integration related activities, including professional fees for project management, accounting, tax and other consulting services. Transaction related costs primarily consist of investment banking fees, legal expenses and due diligence costs incurred in connection with the completion of the transaction. Other costs includes payroll related costs including retention, stock compensation, relocation and travel expenses, incurred as part of the integration of TS. For the nine months ended October 31, 2018, other costs are partially offset by a gain of $9.6 million related to the final working capital adjustment for the acquisition of TS as part of a settlement agreement with Avnet.

We incurred no acquisition, integration and restructuring expenses related to the acquisition of TS during the three and nine months ended October 31, 2019 and do not expect to incur any additional costs in future periods. Acquisition, integration and restructuring expenses for the three and nine months ended October 31, 2018 related to the acquisition of TS are comprised of the following:

	Three months ended October 31,		Nine months ended October 31,
	2018		2018
(in millions)
Restructuring costs	$	1.6	$	16.3
IT related costs	2.1		10.6
Professional services	0.8		5.2
Transaction related costs	0.3		1.4
Other costs	2.4		1.8
Total	$	7.2	$	35.3

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Additionally, we incurred $1.8 million of transaction related costs during the three and nine months ended October 31, 2019 related to the proposed Merger with the affiliates of Apollo Funds and the acquisition of DLT Solutions (see Note 14 of Notes to Consolidated Financial Statements for further discussion).

Global Business Optimization Program

In fiscal 2019, our Board of Directors approved the Global Business Optimization Program (the “GBO Program”) to increase investment in our strategic priorities and implement operational initiatives to drive productivity and enhance profitability. Under the GBO Program, we expect to incur cash charges of approximately $70 million to $80 million, primarily comprised of $40 million to $45 million of charges in Europe and $30 million to $35 million of charges in the Americas. The cash charges primarily consist of severance costs, and also include professional services and other costs. The GBO Program is expected to result in annual cost savings of $70 million to $80 million by the end of fiscal 2021, of which approximately half is expected to be reinvested to accelerate our strategic priorities.

Restructuring expenses related to the GBO Program are comprised of the following:

	Three months ended October 31,				Nine months ended October 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	1.9	$	8.7	$	9.2	$	17.6	$	35.6
Professional services and other costs	1.0		4.4		5.1		13.9		21.3
Total	$	2.9	$	13.1	$	14.3	$	31.5	$	56.9

Restructuring expenses related to the GBO Program by segment are as follows:

	Three months ended October 31,				Nine months ended October 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1.9	$	2.5	$	6.2	$	9.8
Europe	1.0		10.1		7.2		21.0
Asia-Pacific	—		0.5		0.9		0.7
Total	$	2.9	$	13.1	$	14.3	$	31.5

LEGAL SETTLEMENTS AND OTHER, NET

We have been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel and cathode ray tube displays, as well as reimbursement from insurance providers of certain costs associated with the restatement of our consolidated financial statements and other financial information from fiscal 2009 to 2013. We reached settlement agreements during the periods presented and have recorded these amounts, net of attorney fees and expenses, in “legal settlements and other, net” in the Consolidated Statement of Income.

GAIN ON DISPOSAL OF SUBSIDIARY

During the second quarter of fiscal 2019, we executed an agreement to sell certain of our operations in Ireland for a total sales price of approximately $15.3 million. We recorded a gain on sale of $6.7 million during the nine months ended October 31, 2018, which includes the reclassification of $5.1 million from accumulated other comprehensive income for cumulative translation adjustments associated with our investment in this foreign entity. We recorded an additional gain on the sale of this entity of $1.4 million during the three and nine months ended October 31, 2019. The operating results of this entity during the nine months ended October 31, 2018 were insignificant relative to the consolidated financial results.

36

OPERATING INCOME

CONSOLIDATED RESULTS

The following tables provide an analysis of GAAP operating income and non-GAAP operating income on a consolidated and regional basis as well as a reconciliation of GAAP operating income to non-GAAP operating income on a consolidated and regional basis for the three and nine months ended October 31, 2019 and 2018:

QUARTERLY RESULTS

($ in millions)

YEAR TO DATE RESULTS

($ in millions)

	Three months ended October 31,						Nine months ended October 31,
	2019			2018			2019			2018
(in millions)
Operating income	$	141.9		$	146.9		$	364.3		$	327.7
Acquisition, integration and restructuring expenses	4.6			20.3			16.1			66.8
Legal settlements and other, net	—			(7.2		)	(0.3		)	(15.4		)
Acquisition-related intangible assets amortization expense	21.1			22.5			63.1			68.5
Gain on disposal of subsidiary	(1.4		)	—			(1.4		)	(6.7		)
Tax indemnifications	0.1			5.5			0.6			6.1
Non-GAAP operating income	$	166.3		$	188.0		$	442.4		$	447.0

CONSOLIDATED COMMENTARY

• The quarter to date decrease in GAAP operating income of $5.0 million is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible, partially offset by a decrease in acquisition, integration and restructuring expenses.

• The year to date increase in GAAP operating income of $36.6 million is primarily due to a decrease in acquisition, integration and restructuring expenses and an increase in net sales volume, excluding the impact of changes in foreign currencies. The increase in GAAP operating income is partially offset by a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible and lower gains from legal settlements.

• The quarter to date decrease in non-GAAP operating income of $21.7 million is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible.

• The year to date decrease in non-GAAP operating income of $4.6 million is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible, partially offset by an increase in net sales volume, excluding the impact of changes in foreign currencies.

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AMERICAS

QUARTERLY RESULTS

($ in millions)

YEAR TO DATE RESULTS

($ in millions)

	Three months ended October 31,					Nine months ended October 31,
	2019		2018			2019			2018
(in millions)
Operating income - Americas	$	82.4	$	112.4		$	244.2		$	261.7
Acquisition, integration and restructuring expenses	3.5		6.0			7.8			19.0
Legal settlements and other, net	—		(7.2		)	(0.3		)	(15.4		)
Acquisition-related intangible assets amortization expense	13.5		13.6			40.3			40.8
Non-GAAP operating income - Americas	$	99.4	$	124.8		$	292.0		$	306.1

AMERICAS COMMENTARY

• The quarter to date decrease in GAAP operating income of $30.0 million is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible and lower gains from legal settlements.

• The year to date decrease in GAAP operating income of $17.5 million is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible, lower gains from legal settlements and increased investments in our strategic priorities, partially offset by an increase in net sales volume and a decrease in acquisition, integration and restructuring expenses.

• The quarter to date decrease in non-GAAP operating income of $25.4 million is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible.

• The year to date decrease in non-GAAP operating income of $14.1 million is primarily due to a benefit in the prior year of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible and increased investments in our strategic priorities, partially offset by an increase in net sales volume.

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EUROPE

QUARTERLY RESULTS

($ in millions)

YEAR TO DATE RESULTS

($ in millions)

	Three months ended October 31,					Nine months ended October 31,
	2019			2018		2019			2018
(in millions)
Operating income - Europe	$	66.5		$	39.9	$	140.6		$	86.2
Acquisition, integration and restructuring expenses	1.0			13.1		7.2			44.4
Acquisition-related intangible assets amortization expense	6.3			7.7		18.9			23.7
Gain on disposal of subsidiary	(1.4		)	—		(1.4		)	(6.7		)
Tax indemnifications	—			5.5		—			6.5
Non-GAAP operating income - Europe	$	72.4		$	66.2	$	165.3		$	154.1

EUROPE COMMENTARY

• The quarter and year to date increase in GAAP operating income of $26.6 million and $54.4 million, respectively, is primarily due to a reduction in acquisition, integration and restructuring expenses, changes in the mix of products sold and an expense in the prior year to record an indemnification liability to Avnet due to the resolution of a pre-acquisition tax matter.

• The quarter and year to date increase in non-GAAP operating income of $6.2 million and $11.2 million, respectively, is primarily due to changes in the mix of products sold.

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ASIA-PACIFIC

QUARTERLY RESULTS

	Three months ended October 31,
	2019				2018
	$ in millions		as a % of net sales		$ in millions		as a % of net sales
Operating income - Asia-Pacific	$	0.3	0.09	%	$	2.7	0.97	%
Acquisition, integration and restructuring expenses	0.1				0.6
Acquisition-related intangible assets amortization expense	1.3				1.3
Tax indemnifications	0.1				—
Non-GAAP operating income - Asia-Pacific	$	1.8	0.60	%	$	4.6	1.64	%

YEAR TO DATE RESULTS

	Nine months ended October 31,
	2019				2018
	$ in millions		as a % of net sales		$ in millions			as a % of net sales
Operating income - Asia-Pacific	$	3.2	0.34	%	$	3.5		0.41	%
Acquisition, integration and restructuring expenses	1.1				1.1
Acquisition-related intangible assets amortization expense	3.9				4.0
Tax indemnifications	0.6				(0.4		)
Non-GAAP operating income - Asia-Pacific	$	8.8	0.94	%	$	8.2		0.97	%

ASIA-PACIFIC COMMENTARY

• The quarter to date decrease in both GAAP and non-GAAP operating income is primarily due to increased credit costs. Year to date GAAP and non-GAAP operating income were both relatively flat when compared to the prior year.

OPERATING INCOME BY REGION

We do not consider stock-based compensation expenses in assessing the performance of our operating segments, and therefore we report stock-based compensation expenses separately. The following table reconciles our operating income by geographic region to our consolidated operating income:

	Three months ended October 31,						Nine months ended October 31,
	2019			2018			2019			2018
(in millions)
Americas	$	82.4		$	112.4		$	244.2		$	261.7
Europe	66.5			39.9			140.6			86.2
Asia-Pacific	0.3			2.7			3.2			3.5
Stock-based compensation expense	(7.3		)	(8.1		)	(23.7		)	(23.7		)
Operating income	$	141.9		$	146.9		$	364.3		$	327.7

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INTEREST EXPENSE

Interest expense decreased by $4.4 million to $21.0 million in the third quarter of fiscal 2020 compared to $25.4 million in the third quarter of fiscal 2019, primarily due to a benefit in interest expense of $3.4 million related to our net investment hedges (see further discussion in Note 9 of Notes to Consolidated Financial Statements). Interest expense decreased by $11.1 million to $68.3 million in the first nine months of fiscal 2020 compared to $79.4 million in the same period of the prior fiscal year, primarily due to a benefit in interest expense of $6.8 million related to our net investment hedges and lower amounts outstanding on term loan credit agreements.

OTHER EXPENSE, NET

"Other expense, net," consists primarily of gains and losses on the investments contained within life insurance policies used to fund our nonqualified deferred compensation plan, interest income, discounts on the sale of accounts receivable and net foreign currency exchange gains and losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions. "Other expense, net," decreased to $4.3 million of expense in the third quarter of fiscal 2020 compared to $5.0 million of expense in the third quarter of the prior year, primarily due to higher gains on the investments contained within life insurance policies. On a year to date basis, "other expense, net" decreased to $6.6 million of expense in the first nine months of fiscal 2020 compared to $7.8 million of expense in the same period of the prior fiscal year. The year to date decrease in other expense, net, is primarily due to higher gains on the investments contained within life insurance policies, partially offset by higher discounts on the sale of accounts receivables. The gains on investments are substantially offset in our payroll costs, which are reflected in SG&A as part of operating income.

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PROVISION FOR INCOME TAXES

The following table provides a comparison of our provision for income taxes and our effective tax rate for the three and nine months ended October 31, 2019 and 2018:

QUARTERLY RESULTS

YEAR TO DATE RESULTS

	Three months ended October 31,		Nine months ended October 31,
	2019	2018	2019	2018
Effective tax rate	22.1%	2.0%	22.1%	7.0%

The increase in both the effective tax rate and the provision for income taxes for the three and nine months ended October 31, 2019, as compared to the prior year, is primarily due to the impact of the following:

• During the three and nine months ended October 31, 2018, we decreased our provisional estimate of the one-time transition tax related to U.S. Tax Reform by $24.0 million.

• During the three and nine months ended October 31, 2018, we recorded income tax benefits of $5.5 million and $6.1 million, respectively, due to the resolution of certain pre-acquisition tax matters related to TS.

• During the nine months ended October 31, 2018, we recorded an income tax benefit of $13.0 million in relation to a settlement agreement reached with Avnet (see Note 6 of Notes to Consolidated Financial Statements for further discussion).

Additionally, the increase in the absolute dollar value of the provision for income taxes for the nine months ended October 31, 2019 as compared to the prior year is due to an increase in taxable earnings.

U.S. Tax Reform

On December 22, 2017, the U.S. federal government enacted the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) which significantly revised U.S. corporate income tax law by, among other things, reducing the U.S. federal corporate income tax rate from 35% to 21% and implementing a modified territorial tax system that includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The SEC provided accounting and reporting guidance that allowed us to report provisional amounts within a measurement period up to one year due to the complexities inherent in adopting the changes. During the three and nine months ended October 31, 2018, we decreased our provisional estimate of the one-time transition tax by $24.0 million upon further analysis of earnings and profits of our foreign subsidiaries and utilization of foreign tax credits.

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Tax Indemnifications

In connection with the acquisition of TS, pursuant to the interest purchase agreement, the Company and Avnet agreed to indemnify each other in relation to certain tax matters. As a result, we have recorded certain indemnification assets and liabilities for expected amounts to be received from and paid to Avnet. We recorded a benefit in income tax expense of $5.5 million during the three months ended October 31, 2018 and a benefit in income tax expense of $0.6 million and $6.1 million during the nine months ended October 31, 2019 and 2018, respectively, due to the resolution of certain pre-acquisition tax matters. As a result, in SG&A we recorded an expense of $5.5 million during the three months ended October 31, 2018 and expenses of $0.6 million and $6.1 million during the nine months ended October 31, 2019 and 2018, respectively. The net impact of these items had no impact on our net income.

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NET INCOME AND EARNINGS PER SHARE-DILUTED

QUARTERLY RESULTS

The following table provides an analysis of GAAP and non-GAAP net income and earnings per share-diluted as well as a reconciliation of results recorded in accordance with GAAP and non-GAAP financial measures for the three months ended October 31, 2019 and 2018 ($ in millions, except per share data):

CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION
	Net Income						Earnings per Share-Diluted
Three months ended October 31:	2019			2018			2019			2018
(in millions, except per share data)
GAAP results	$	90.8		$	114.2		$	2.52		$	2.96
Acquisition, integration and restructuring expenses	4.6			20.3			0.13			0.53
Legal settlements and other, net	—			(7.2		)	—			(0.19		)
Acquisition-related intangible assets amortization expense	21.1			22.5			0.59			0.58
Gain on disposal of subsidiary	(1.4		)	—			(0.04		)	—
Tax indemnifications	0.1			5.5			—			0.14
Income tax effect of tax indemnifications	(0.1		)	(5.5		)	—			(0.14		)
Income tax effect of other adjustments above	(6.3		)	(8.8		)	(0.18		)	(0.23		)
Income tax benefit from acquisition settlement	—			(0.2		)	—			—
Reversal of deferred tax valuation allowances	—			(0.5		)	—			(0.01		)
Impact of U.S. Tax Reform	—			(24.0		)	—			(0.62		)
Non-GAAP results	$	108.8		$	116.3		$	3.02		$	3.02

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YEAR TO DATE RESULTS

The following table provides an analysis of GAAP and non-GAAP net income and earnings per share-diluted as well as a reconciliation of results recorded in accordance with GAAP and non-GAAP financial measures for the nine months ended October 31, 2019 and 2018 ($ in millions, except per share data):

CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION
	Net Income						Earnings per Share-Diluted
Nine months ended October 31:	2019			2018			2019			2018
(in millions, except per share data)
GAAP results	$	225.4		$	223.8		$	6.15		$	5.80
Acquisition, integration and restructuring expenses	16.1			66.8			0.44			1.73
Legal settlements and other, net	(0.3		)	(15.4		)	(0.01		)	(0.40		)
Acquisition-related intangible assets amortization expense	63.1			68.5			1.72			1.78
Gain on disposal of subsidiary	(1.4		)	(6.7		)	(0.04		)	(0.17		)
Tax indemnifications	0.6			6.1			0.02			0.16
Value added tax assessment and related interest expense	—			(0.9		)	—			(0.02		)
Income tax effect of tax indemnifications	(0.6		)	(6.1		)	(0.02		)	(0.16		)
Income tax effect of other adjustments above	(19.6		)	(31.2		)	(0.53		)	(0.81		)
Income tax benefit from acquisition settlement	—			(13.0		)	—			(0.34		)
Reversal of deferred tax valuation allowances	—			(3.1		)	—			(0.08		)
Impact of U.S. Tax Reform	—			(24.0		)	—			(0.62		)
Non-GAAP results	$	283.3		$	264.8		$	7.73		$	6.87

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LIQUIDITY AND CAPITAL RESOURCES

Our discussion of liquidity and capital resources includes an analysis of our cash flows and capital structure for all periods presented.

CASH FLOWS

The following table summarizes our Consolidated Statement of Cash Flows:

Nine months ended October 31:	2019			2018
(in millions)
Net cash provided by (used in):
Operating activities	$	412.6		$	149.3
Investing activities	(51.3		)	(154.3		)
Financing activities	(183.1		)	(266.6		)
Effect of exchange rate changes on cash and cash equivalents	(13.2		)	(37.5		)
Net increase (decrease) in cash and cash equivalents	$	165.0		$	(309.1	)

As a distribution company, our business requires significant investment in working capital, particularly accounts receivable and inventory, partially financed through our accounts payable to vendors. An important driver of our operating cash flows is our cash conversion cycle (also referred to as “net cash days”). Our net cash days are defined as days of sales outstanding in accounts receivable ("DSO") plus days of supply on hand in inventory ("DOS"), less days of purchases outstanding in accounts payable ("DPO"). The following tables present the components of our cash conversion cycle, in days, as of October 31, 2019 and 2018, and January 31, 2019 and 2018:

As of:	October 31, 2019		January 31, 2019		As of:	October 31, 2018		January 31, 2018
DSO	58		54		DSO	58		55
DOS	33		31		DOS	33		29
DPO	(74	)	(70	)	DPO	(73	)	(68	)
Net cash days	17		15		Net cash days	18		16

The net increase in cash provided by operating activities of $263.3 million is primarily due to the impact of changes in working capital. The decrease in cash used in investing activities of $103.0 million is primarily due to $120 million paid to Avnet in the prior year related to the final working capital adjustment for the acquisition of TS, partially offset by increased capital expenditures in the current year of $11.5 million. The decrease in cash used in financing activities of $83.5 million is primarily due to the prior year repayment of $200 million of borrowings under the 2016 Term Loan Credit Agreement and an increase in net borrowings on revolving credit loans of $24.3 million, partially offset by an increase of $123.2 million in cash paid to repurchase common stock under our share repurchase program.

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CAPITAL RESOURCES AND DEBT COMPLIANCE

Our debt to total capital ratio was 32% at October 31, 2019. As part of our capital structure and to provide us with significant liquidity, we have a diverse range of financing facilities across our geographic regions with various financial institutions. Also providing us liquidity are our cash and cash equivalents balances across our regions which are deposited and/or invested with various financial institutions. We are exposed to risk of loss on funds deposited with these financial institutions; however, we monitor our financing and depository financial institution partners regularly for credit quality. We believe that our existing sources of liquidity, including our financing facilities and cash resources, as well as cash expected to be provided by operating activities will be sufficient to meet our working capital needs and cash requirements for at least the next 12 months.

At October 31, 2019, we had approximately $964.1 million in cash and cash equivalents, of which approximately $813.2 million was held in our foreign subsidiaries. As discussed above, the Company currently has sufficient resources, cash flows and liquidity within the U.S. to fund current and expected future working capital requirements. We plan to continue reinvesting future foreign earnings indefinitely outside the U.S. Any future remittances of foreign cash could be subject to additional foreign withholding tax, U.S. state taxes and certain tax impacts relating to foreign currency exchange effects.

The following is a discussion of our various financing facilities:

Senior notes

In January 2017, we issued $500.0 million aggregate principal amount of 3.70% Senior Notes due February 15, 2022 (the "3.70% Senior Notes") and $500.0 million aggregate principal amount of 4.95% Senior Notes due February 15, 2027 (the "4.95% Senior Notes") (collectively the "2017 Senior Notes"). We pay interest on the 2017 Senior Notes semi-annually in arrears on February 15 and August 15 of each year. The interest rate payable on the 2017 Senior Notes will be subject to adjustment from time to time if the credit rating assigned to such series of notes changes. At no point will the interest rate be reduced below the interest rate payable on the notes on the date of the initial issuance or increase more than 2.00% above the interest rate payable on the notes of the series on the date of their initial issuance. The 2017 Senior Notes are our senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness outstanding from time to time.

We, at our option, may redeem the 3.70% Senior Notes at any time prior to January 15, 2022 and the 4.95% Senior Notes at any time prior to November 15, 2026, in each case in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2017 Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Senior Notes to be redeemed, discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points for the 3.70% Senior Notes and 40 basis points for the 4.95% Senior Notes, plus the accrued and unpaid interest on the principal amount being redeemed up to the date of redemption. We may also redeem the 2017 Senior Notes, at any time in whole or from time to time in part, on or after January 15, 2022 for the 3.70% Senior Notes and November 15, 2026 for the 4.95% Senior Notes, in each case, at a redemption price equal to 100% of the principal amount of the 2017 Senior Notes to be redeemed.

Other credit facilities

We have a $1.5 billion revolving credit facility with a syndicate of banks (the “Credit Agreement”) which, among other things, provides for (i) a maturity date of May 15, 2024, (ii) an interest rate on borrowings, facility fees and letter of credit fees based on the Company’s debt rating, (iii) the ability to increase the facility to a maximum of $1.75 billion, subject to certain conditions and (iv) certain subsidiaries of the Company to be designated as borrowers. The applicable borrower will pay interest on advances under the Credit Agreement at the applicable LIBOR rate (or similar interbank offered rates depending on currency draw) plus a predetermined margin that is based on our debt rating. Our borrowings under the Credit Agreement vary within the period primarily based on changes in our working capital. There were no amounts outstanding under the Credit Agreement at October 31, 2019 and January 31, 2019.

We entered into a term loan credit agreement in November 2016 with a syndicate of banks (the "2016 Term Loan Credit Agreement") which provided for the borrowing of senior unsecured term loans in an original aggregate principal amount of up to $1.0 billion. We paid interest on advances under the 2016 Term Loan Credit Agreement at a variable rate based on LIBOR plus a predetermined margin based on our debt rating. We had $300 million outstanding under the 2016 Term Loan Credit Agreement at January 31, 2019. On August 2, 2019, we entered into a term loan credit agreement (the “2019 Term Loan Credit Agreement”), the proceeds of which were used to repay in full the amounts outstanding under our 2016 Term Loan Credit Agreement. The 2019 Term Loan Credit Agreement, among other things, (i) provides for a $300 million term loan credit facility with a maturity date of August 2, 2021, (ii) provides for an interest rate on the outstanding principal amount of the loan that is based on LIBOR plus a predetermined margin, and (iii) may be increased up to a total of $500 million, subject to certain conditions. We had $300.0 million outstanding under the 2019 Term Loan Credit Agreement at October 31, 2019.

We also have an agreement with a syndicate of banks (the "Receivables Securitization Program") that allows us to transfer an undivided interest in a designated pool of U.S. accounts receivable, on an ongoing basis, to provide collateral for borrowings up to a maximum of $1.0 billion. The scheduled termination date of the agreement is April 16, 2021. Under this program, we transfer certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $1.7 billion at both October 31, 2019 and January 31, 2019. As collections reduce

47

accounts receivable balances included in the collateral pool, we may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. We pay interest on advances under the Receivables Securitization Program at designated commercial paper or LIBOR-based rates plus an agreed-upon margin. Our borrowings under the Receivables Securitization Agreement vary within the period primarily based on changes in our working capital. There were no amounts outstanding under the Receivables Securitization Program at October 31, 2019 and January 31, 2019.

In addition to the facilities described above, we have various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $394.9 million at October 31, 2019 to support our operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. Our borrowings under these facilities vary within the period primarily based on changes in our working capital. There was $116.9 million outstanding on these facilities at October 31, 2019, at a weighted average interest rate of 7.26%, and there was $102.3 million outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.

At October 31, 2019, we had also issued standby letters of credit of $32.0 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of certain of these letters of credit reduces the Company's borrowing availability under certain of the above-mentioned credit facilities.

Certain of our credit facilities contain limitations on the amounts of annual dividends and repurchases of common stock and require compliance with other obligations, warranties and covenants. The financial ratio covenants within these credit facilities include a maximum total leverage ratio and a minimum interest coverage ratio. At October 31, 2019, we were in compliance with all such financial covenants.

Accounts receivable purchase agreements

We have uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, we may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which we use as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that we continue to service, administer and collect the sold accounts receivable. At October 31, 2019 and January 31, 2019, we had a total of $921 million and $1.1 billion, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During both the three months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $4.1 million. During the nine months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $11.8 million and $10.5 million, respectively. These discount fees are included as a component of "other expense, net" in our Consolidated Statement of Income.

Share Repurchase Program

In October 2018, our Board of Directors authorized a share repurchase program for up to $200.0 million of our common stock. In February 2019, the Board of Directors approved a $100.0 million increase to the program. In August 2019, our Board of Directors authorized the repurchase of up to an additional $200.0 million of our common stock, resulting in a total share repurchase authorization of $500.0 million. In conjunction with our share repurchase program, a 10b5-1 plan was executed that instructs the broker selected by the Company to repurchase shares on our behalf. The amount of common stock repurchased in accordance with the 10b5-1 plan on any given trading day is determined by a formula in the plan, which is based on the market price of our common stock. Shares we repurchase are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans.

We repurchased 1,697,609 shares of our common stock at a cost of $167.0 million during the nine months ended October 31, 2019. As of October 31, 2019, we had $226.0 million available for future repurchases of our common stock under the authorized share repurchase program. Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, we suspended our share repurchase program as of November 13, 2019.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended January 31, 2019.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 of Notes to Consolidated Financial Statements for the discussion on recent accounting pronouncements.

48

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

For a description of the Company’s market risks, see Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2019.

No material changes have occurred in our market risks since January 31, 2019.

49

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time period. Tech Data’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of October 31, 2019. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of October 31, 2019.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with management’s evaluation during our third quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

50

PART II

ITEM 1. Legal Proceedings.

In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of our Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” We estimate the total exposure related to the CIDE tax, including interest, was approximately $19.2 million at October 31, 2019. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, we believe that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. However, due to the lack of predictability of the Brazilian court system, we have concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. We believe the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity. 

In June 2013, we were subject to a document seizure by the French Autorité de la Concurrence (“Competition Authority”) following allegations of anticompetitive distribution practices in the French market for the products of one of our suppliers. In October 2018, the Competition Authority delivered a notification des griefs (statement of objections) to the Company, stating that the Competition Authority is pursuing charges against the Company in this matter. In July 2019, the Competition Authority delivered a rapport (report), which is a further step towards proposing charges in this matter. The Competition Authority has taken similar action against our supplier and another of the supplier's distributors. The administrative proceedings could result in the imposition of a fine against us, which could be material in amount. If a fine is imposed, we would be entitled to appeal the administrative determination to the French courts, although we would be required to pay the fine before doing so. At this time, we cannot assess the likelihood that these proceedings will be finally resolved against us, and we cannot reasonably estimate the amount of fine that may be imposed.

We are subject to various other legal proceedings and claims arising in the ordinary course of business. Our management does not expect that the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on our financial condition, results of operations, or cash flows.

ITEM 1A. Risk Factors.

In addition to other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2019, which could materially affect our business, financial position and results of operations. Risk factors which could cause actual results to differ materially from those suggested by forward-looking statements include but are not limited to those discussed or identified in this document, in our public filings with the SEC, and those incorporated by reference in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2019. Except as presented below, there have been no material changes to those risk factors previously disclosed in our Annual Report on Form 10-K for the year ended January 31, 2019.

We have inventory that could lose value due to risks and uncertainties associated with the impact of trade discussions between the United States and China, and related U.S. security risks and export controls.

We are subject to risks and uncertainties associated with the impact of trade discussions between the United States and China and related U.S. security risks and export controls. On May 15, 2019, the President of the United States issued an Executive Order that authorized export controls on Chinese entities determined to be a U.S. security threat. At the same time, the U.S. Commerce Dept. placed certain Chinese companies and their subsidiaries on the U.S. Entity List requiring U.S. companies to obtain export licensing approval before providing certain technology. We hold inventory of products impacted by the recent government action and there is uncertainty relating to the disposition of this inventory due to restrictions that would prevent purchasers from updating software on the products in the future. While we continue to take steps to mitigate our exposure to this developing situation, if the sale of these products is delayed or we are unable to return or dispose of our inventory on favorable economic terms, we may incur additional carrying costs for the inventory or otherwise record losses associated with the inventory.

Risks Related to the Merger

The Merger is subject to various closing conditions and other risks which may cause the Merger to be delayed or not completed at all or have other adverse consequences.

The Merger is subject to various closing conditions that must be satisfied or waived to complete the Merger. There can be no assurance that these conditions will be satisfied or waived or that the Merger will be completed in a timely manner or at all. Failure to satisfy or obtain waivers of any closing condition may jeopardize or delay the completion of the Merger and result in additional expenditures of money and resources (including the potential payment of termination fees and other costs). The Merger is also subject to approval by the Company’s stockholders. There is no assurance that the Company’s stockholders will approve the Merger. In addition, the Merger is contingent upon the receipt of certain regulatory clearances or approvals. There can be no assurance that the conditions to closing will be satisfied or waived or that other events will not intervene to delay or prevent the closing of the Merger. If the Merger is not completed for any reason, the price of our Common Stock may decline to the extent that the current market price reflects an assumption that the

51

Merger will be consummated. Furthermore, if the Merger is not completed for any reason, our ongoing business and financial results would be subject to a number of risks, including negative reactions from analysts, media and financial markets, negative reactions from customers or employees, distraction of management attention, and litigation related to the Merger or the Company’s failure to perform its obligations under the Merger Agreement.

Legal proceedings instituted against the Company and others relating to the Merger Agreement also could delay or prevent the Merger from becoming effective within the agreed upon timeframe. In addition, we may elect to terminate the Merger Agreement in certain circumstances, and the parties can mutually decide to terminate the Merger Agreement at any time prior to the consummation of the Merger before or after stockholder approval. Further, uncertainty among our employees about their future roles after the completion of the Merger may impair our ability to attract, retain and motivate key personnel, and the pendency of the Merger may disrupt our business relationships with our existing and potential customers, suppliers, vendors, landlords, and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us. The adverse consequence of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

While the Merger Agreement is in effect, we are subject to restrictions on the business activities we may engage in without the prior written consent of an affiliate of the Apollo Funds, including, among other things, restrictions on our ability to acquire other businesses and assets, dispose of our assets, make investments, enter into certain contracts, repurchase or issue securities, pay dividends, make capital expenditures, amend our organizational documents, incur indebtedness and settle litigation. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, which may as a result materially adversely affect our business, results of operations and financial condition.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended October 31, 2019:

	Issuer Purchases of Equity Securities
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of a publicly announced plan or program	Maximum dollar value of shares that may yet be purchased under the plan or programs
August 1 - August 31, 2019	359,632	$	89.27	359,632	$	243,178,396
September 1 - September 30, 2019	78,052	102.47		78,052	235,180,219
October 1 - October 31, 2019	80,749	113.90		80,749	225,983,059
Total	518,433	$	95.09	518,433

ITEM 3. Defaults Upon Senior Securities.

Not applicable.

ITEM 4. Mine Safety Disclosures.

Not applicable.  

ITEM 5. Other Information.

None.  

52

ITEM 6. Exhibits.

(a) Exhibits

2-1(3)	Agreement and Plan of Merger, dated as of November 12, 2019, by and among Tech Data Corporation, Tiger Midco, LLC and Tiger Merger Sub Co.
2-2(4)	Amendment No. 1 to Agreement and Plan of Merger, dated as of November 27, 2019, by and among Tech Data Corporation, Tiger Midco, LLC and Tiger Merger Sub Co.
3-1(2)	Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 4, 2014 with the Secretary of the State of Florida
3-2(2)	Bylaws of Tech Data Corporation as adopted by the Board of Directors and approved by the Shareholders on June 4, 2014
10-1(1)	First Amendment to the 2018 Equity Incentive Plan, dated as of September 5, 2019
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(5),(6)	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet as of October 31, 2019 and January 31, 2019; (ii) Consolidated Statement of Income for the three and nine months ended October 31, 2019 and 2018; (iii) Consolidated Statement of Comprehensive Income (Loss) for the three and nine months ended October 31, 2019 and 2018; (iv) Consolidated Statement of Shareholders' Equity for the three and nine months ended October 31, 2019 and 2018 (v) Consolidated Statement of Cash Flows for the nine months ended October 31, 2019 and 2018; and (vi) Notes to Consolidated Financial Statements, detail tagged.
104(5)	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2019, formatted in Inline XBRL (included in Exhibit 101).

⁽¹⁾  Filed herewith.

⁽²⁾  Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2014, File No. 0-14625.

⁽³⁾  Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated November 13, 2019, File No. 0-14625.

⁽⁴⁾  Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated November 29, 2019, File No. 0-14625.

⁽⁵⁾  XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement 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.

⁽⁶⁾  The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

53

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TECH DATA CORPORATION

            (Registrant)

Signature	Title	Date
/s/ RICHARD T. HUME	Chief Executive Officer, Director (principal executive officer)	December 4, 2019
Richard T. Hume
/s/ CHARLES V. DANNEWITZ	Executive Vice President, Chief Financial Officer (principal financial officer)	December 4, 2019
Charles V. Dannewitz

54

EX-10.1

EX-31.A

Exhibit 31-A

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

I, Richard T. Hume, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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.

Date: December 4, 2019

/s/ RICHARD T.HUME

Richard T. Hume

Chief Executive Officer, Director

EX-31.B

Exhibit 31-B

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

I, Charles V. Dannewitz, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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.

Date: December 4, 2019

/s/ CHARLES V.DANNEWITZ

Charles V. Dannewitz

Executive Vice President,

Chief Financial Officer

EX-32.A

Exhibit 32-A

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

I, Richard T. Hume, Chief Executive Officer of Tech Data Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(i) The Quarterly Report on Form 10-Q of Tech Data Corporation for the quarter ended October 31, 2019 (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.

Date: December 4, 2019

/s/ RICHARD T.HUME

Richard T. Hume

Chief Executive Officer, Director

EX-32.B

Exhibit 32-B

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

I, Charles V. Dannewitz, Executive Vice President, Chief Financial Officer of Tech Data Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(i) The Quarterly Report on Form 10-Q of Tech Data Corporation for the quarter ended October 31, 2019 (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.

Date: December 4, 2019

/s/ CHARLES V.DANNEWITZ

Charles V. Dannewitz

Executive Vice President,

Chief Financial Officer

XML

Acquisition, Integration and Restructuring Expenses (Notes)

9 Months Ended

Oct. 31, 2019

Acquisition, Integration and Restructuring Expenses [Abstract]

Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block]

NOTE 3 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the fiscal 2018 acquisition of Avnet, Inc.'s ("Avnet") Technology Solutions business ("TS") and restructuring costs related to the Global Business Optimization Program which was initiated in fiscal 2019.

Acquisitions

On February 27, 2017, Tech Data acquired all of the outstanding shares of TS for an aggregate purchase price of approximately $2.8 billion, comprised of approximately $2.5 billion in cash and 2,785,402 shares of the Company's common stock. Acquisition, integration and restructuring expenses related to the acquisition of TS are primarily comprised of restructuring costs, IT related costs, professional services, transaction related costs and other costs. Restructuring costs are comprised of severance and facility exit costs. IT related costs consist primarily of data center and non-ERP application migration and integration costs, as well as, IT related professional services. Professional services are primarily comprised of integration related activities, including professional fees for project management, accounting, tax and other consulting services. Transaction related costs primarily consist of investment banking fees, legal expenses and due diligence costs incurred in connection with the completion of the transaction. Other costs includes payroll related costs including retention, stock compensation, relocation and travel expenses, incurred as part of the integration of TS. For the nine months ended October 31, 2018, other costs are partially offset by a gain of $9.6 million related to the final working capital adjustment for the acquisition of TS as part of a settlement agreement with Avnet.

The Company incurred no acquisition, integration and restructuring expenses related to the acquisition of TS during the three and nine months ended October 31, 2019 and does not expect to incur any additional costs in future periods. Acquisition, integration and restructuring expenses for the three and nine months ended October 31, 2018 related to the acquisition of TS are comprised of the following:

	Three months ended October 31,		Nine months ended October 31,
	2018		2018
(in thousands)
Restructuring costs	$	1,618	$	16,267
IT related costs	2,120		10,606
Professional services	807		5,213
Transaction related costs	268		1,461
Other costs	2,340		1,785
Total	$	7,153	$	35,332

During the three months ended October 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $1.6 million in Europe. During the nine months ended October 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $3.6 million in the Americas and $12.7 million in Europe.

Additionally, the Company incurred $1.8 million of transaction related costs during the three and nine months ended October 31, 2019 related to the proposed Merger with the affiliates of Apollo Funds and the acquisition of DLT Solutions (see Note 14 - Subsequent Events for further discussion).

Global Business Optimization Program

In fiscal 2019, the Company's Board of Directors approved the Global Business Optimization Program (the "GBO Program") to increase investment in the Company’s strategic priorities and implement operational initiatives to drive productivity and enhance profitability. Under the GBO Program, the Company expects to incur cash charges of approximately $70 million to $80 million, primarily comprised of $40 million to $45 million of charges in Europe and $30 million to $35 million of charges in the Americas. The cash charges primarily consist of severance costs, and also include professional services and other costs.

Restructuring expenses related to the GBO Program are comprised of the following:

	Three months ended October 31,				Nine months ended October 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	1,851	$	8,741	$	9,185	$	17,615	$	35,612
Professional services and other costs	1,030		4,383		5,126		13,852		21,240
Total	$	2,881	$	13,124	$	14,311	$	31,467	$	56,852

Restructuring costs related to the GBO Program by segment are as follows:

	Three months ended October 31,				Nine months ended October 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1,902	$	2,502	$	6,154	$	9,838
Europe	975		10,099		7,228		20,981
Asia-Pacific	4		523		929		648
Total	$	2,881	$	13,124	$	14,311	$	31,467

Restructuring activity during the nine months ended October 31, 2019 related to the GBO Program is as follows:

	Nine months ended October 31, 2019
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2019	$	14,798		$	631		$	15,429
Fiscal 2020 restructuring expenses	9,185			5,126			14,311
Cash payments	(14,858		)	(5,721		)	(20,579		)
Foreign currency translation	(293		)	(23		)	(316		)
Balance at October 31, 2019	$	8,832		$	13		$	8,845

XML

Stock-Based Compensation (Notes)

9 Months Ended

Oct. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

NOTE 7 — STOCK-BASED COMPENSATION

The Company recorded $23.7 million of stock-based compensation expense for both the nine months ended October 31, 2019 and 2018.

The 2018 Equity Incentive Plan was approved by the Company’s shareholders in June 2018 and includes 2.0 million shares available for grant, of which approximately 1.7 million shares remain available for future grant at October 31, 2019. The Company is authorized to award officers, employees, and non-employee members of the Board of Directors restricted stock, options to purchase common stock, stock appreciation rights and performance awards that are dependent upon achievement of specified performance goals. Equity-based compensation awards have a maximum term of 10 years, unless a shorter period is specified by the Compensation Committee of the Board of Directors ("Compensation Committee") or is required under local law. Awards under the plan are priced as determined by the Compensation Committee and are required to be priced at, or above, the fair market value of the Company’s common stock on the date of grant. Awards generally vest between one year and three years from the date of grant. The Company’s policy is to utilize shares of its treasury stock, to the extent available, to satisfy its obligation to issue shares upon the exercise of awards.

Restricted stock units

A summary of the Company’s restricted stock activity for the nine months ended October 31, 2019 is as follows:

	Shares
Nonvested at January 31, 2019	649,122
Granted	228,528
Vested	(263,334	)
Canceled	(29,851	)
Nonvested at October 31, 2019	584,465

Performance based restricted stock units

The Company's performance based restricted stock unit awards are subject to vesting conditions, including meeting specified cumulative performance objectives over a period of three years. Each performance based award recipient could vest in 0% to 150% of the target shares granted, contingent on the achievement of the Company's financial performance metrics. A summary of the Company’s performance based restricted stock activity, assuming maximum achievement for nonvested awards, for the nine months ended October 31, 2019 is as follows:

	Shares
Nonvested at January 31, 2019	293,216
Granted	108,771
Vested	(16,996	)
Canceled	(18,648	)
Nonvested at October 31, 2019	366,343

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Leases (Notes)

9 Months Ended

Oct. 31, 2019

Leases [Abstract]

Lessee, Operating Leases [Text Block]

NOTE 11 — LEASES

At contract inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating leases for certain logistics centers, office facilities, vehicles and equipment. The Company’s finance leases are not material. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. Certain of the Company’s operating leases contain options to extend the lease, which are included in the lease term when it is reasonably certain that the option will be exercised. Certain of the Company's operating leases contain options to terminate the lease; periods after the date of the termination option are included in the lease term when it is reasonably certain that the Company will not exercise the option to terminate the lease. The Company has elected to not separately recognize the lease and non-lease components of a contract for all operating leases.

Operating leases are included in “other assets, net”, “accrued expenses and other liabilities” (for the current portion of lease liabilities) and “other long-term liabilities” on the Consolidated Balance Sheet. These assets and liabilities are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the Company's incremental borrowing rate. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recognized in “selling, general and administrative expenses” on the Consolidated Statement of Income. Variable lease costs are recognized as incurred.

The following table presents the contractual maturities of the Company's operating lease liabilities as of October 31, 2019:

Fiscal year:
(in thousands)
2020 (remaining 3 months)	$	16,914
2021	65,146
2022	46,204
2023	36,642
2024	27,393
Thereafter	66,699
Total payments	$	258,998
Less amount of lease payments representing interest	(32,395		)
Total present value of lease payments	$	226,603

Rental expense for all operating leases totaled $21.6 million and $65.0 million during the three and nine months ended October 31, 2019, respectively. These costs primarily relate to fixed costs for long-term operating leases, but also include immaterial amounts for variable lease costs and short-term operating leases.

The following amounts were recorded in the Company's Consolidated Balance Sheet as of October 31, 2019:

Operating leases	Balance sheet location	October 31, 2019
(in thousands)
Operating lease right-of-use assets	Other assets, net	$	227,875
Current operating lease liabilities	Accrued expenses and other liabilities	64,547
Non-current operating lease liabilities	Other long-term liabilities	162,056

Supplemental cash flow information related to the Company's operating leases is as follows:

Cash flow information	Nine months ended October 31, 2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	$	52,121
Non-cash right-of-use assets obtained in exchange for lease liabilities:	58,691

The weighted-average remaining lease term and discount rate were as follows as of October 31, 2019:

Operating lease term and discount rate	Operating Leases
Weighted-average remaining lease term	5.7 years
Weighted-average discount rate	4.8	%

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Acquisition, Integration and Restructuring Expenses | Acquisition, Integration and Restructuring Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses	$ 4,647	$ 20,277	$ 16,077	$ 66,799
TS
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses	0	7,153	0	35,332
TS | Restructuring Charges
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		1,618		16,267
TS | IT Related Costs [Member]
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		2,120		10,606
TS | Professional services
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		807		5,213
TS | Transaction Related Costs [Member]
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		268		1,461
TS | Other costs
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		2,340		1,785
Apollo and DLT [Member] | Transaction Related Costs [Member]
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses	1,800		1,800
Americas
Acquisition and integration expenses [Line Items]
Restructuring Charges	3,500		7,800
Acquisition, integration and restructuring expenses		6,000		19,000
Americas | TS | Restructuring Charges
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses				3,600
Europe
Acquisition and integration expenses [Line Items]
Restructuring Charges	$ 1,000		$ 7,200
Acquisition, integration and restructuring expenses		13,100		44,400
Europe | TS | Restructuring Charges
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		$ 1,600		$ 12,700

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Consolidated Statement Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Income Statement [Abstract]
Net sales	$ 9,118,944	$ 9,340,029	$ 26,617,612	$ 26,774,449
Cost of products sold	8,558,557	8,783,425	24,986,196	25,167,698
Gross profit	560,387	556,604	1,631,416	1,606,751
Selling, general and administrative expenses	415,242	396,675	1,252,752	1,234,355
Acquisition, integration and restructuring expenses	4,647	20,277	16,077	66,799
Legal settlements and other, net	0	(7,207)	(282)	(15,406)
Gain on disposal of subsidiary	(1,390)	(29)	(1,390)	(6,746)
Operating expenses	418,499	409,716	1,267,157	1,279,002
Operating income	141,888	146,888	364,259	327,749
Interest expense	21,033	25,405	68,276	79,380
Other expense, net	4,348	4,961	6,551	7,779
Income before income taxes	116,507	116,522	289,432	240,590
Provision for income taxes	25,737	2,306	64,012	16,809
Net income	$ 90,770	$ 114,216	$ 225,420	$ 223,781
Earnings per share:
Basic	$ 2.54	$ 2.98	$ 6.19	$ 5.83
Diluted	$ 2.52	$ 2.96	$ 6.15	$ 5.80
Weighted average common shares outstanding:
Basic	35,720	38,358	36,395	38,357
Diluted	35,968	38,526	36,630	38,559

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Business And Summary Of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018	Nov. 12, 2019	Jan. 31, 2019
Accounting Policies [Abstract]
Accounts receivable sold	$ 921.0		$ 921.0			$ 1,100.0
Discount fees on sale of accounts receivable	$ 4.1	$ 4.1	$ 11.8	$ 10.5
Apple
Concentration Risk and Subsequent Events [Line Items]
Concentration Risk, Percentage	17.00%	17.00%	15.00%	15.00%
Cisco Systems, Inc.
Concentration Risk and Subsequent Events [Line Items]
Concentration Risk, Percentage	11.00%	10.00%	11.00%	11.00%
HP, Inc.
Concentration Risk and Subsequent Events [Line Items]
Concentration Risk, Percentage	10.00%	11.00%	11.00%	11.00%
Subsequent Event [Member]
Concentration Risk and Subsequent Events [Line Items]
Business Acquisition, Share Price					$ 145

XML

Business And Summary Of Significant Accounting Policies (Notes)

9 Months Ended

Oct. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure

NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Tech Data Corporation (“Tech Data” or the “Company”) is one of the world’s largest IT distribution and solutions companies. Tech Data serves a critical role in the center of the IT ecosystem, bringing products from the world’s leading technology vendors to market, as well as helping customers create solutions best suited to maximize business outcomes for their end-user customers. Tech Data’s customers include value-added resellers, direct marketers, retailers, corporate resellers and managed service providers who support the diverse technology needs of end users. The Company manages its operations in three geographic segments: the Americas, Europe and Asia-Pacific.

On November 12, 2019, the Company entered into an Agreement and Plan of Merger, as subsequently amended on November 27, 2019 (the ''Merger Agreement''), with the affiliates of certain funds (the “Apollo Funds”), managed by affiliates of Apollo Global Management, LLC (“Apollo”), a leading global alternative investment manager. Pursuant to the Merger Agreement, the affiliates of Apollo Funds will acquire all the outstanding shares of the Company’s common stock for $145 per share in cash (the “Merger”). The completion of the Merger is subject to customary closing conditions, including the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of the Company’s common stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, certain foreign regulatory approvals and other customary closing conditions.

Principles of Consolidation

The consolidated financial statements include the accounts of Tech Data and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company operates on a fiscal year that ends on January 31.

Basis of Presentation

The consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States ("U.S.") Securities and Exchange Commission (“SEC”). The Company prepares its financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company as of October 31, 2019, its consolidated statements of income, comprehensive income (loss), and shareholders' equity for the three and nine months ended October 31, 2019 and 2018, and its consolidated cash flows for the nine months ended October 31, 2019 and 2018.

Seasonality

The Company’s quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of currency fluctuations and seasonal variations in the demand for the products and services we sell. Narrow operating margins may magnify the impact of these factors on the Company's quarterly operating results. Historical seasonal variations have included an increase in European demand during the Company’s fiscal fourth quarter and decreased demand in other fiscal quarters. The seasonal trend in Europe typically results in greater operating leverage, and therefore, lower selling, general and administrative expenses as a percentage of net sales in the region and on a consolidated basis during the second half of the Company's fiscal year, particularly in the Company's fourth quarter. Therefore, the results of operations for the three and nine months ended October 31, 2019 and 2018 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2020.

Revenue Recognition

The Company’s revenues primarily result from the sale of various technology products and services. The Company recognizes revenue as control of products is transferred to customers, which generally happens at the point of shipment. Products sold by the Company are delivered via shipment from the Company’s facilities, dropshipment directly from the vendor, or by electronic delivery of keys for software products. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed. Service revenues and related contract liabilities were not material for the periods presented.

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction,

revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.

The Company allows its customers to return product for exchange or credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. The Company also provides volume rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

The Company considers shipping & handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of products sold. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

The Company disaggregates its operating segment revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue. Net sales shown in Note 13 – Segment Information includes service revenues, which are not a significant component of total revenue and are aggregated within the respective geographies.

The following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of the Company's consolidated net sales for the three and nine months ended October 31, 2019 and 2018 (as a percent of consolidated net sales):

	Three months ended October 31,		Nine months ended October 31,
	2019	2018	2019	2018
Apple, Inc.	17%	17%	15%	15%
Cisco Systems, Inc.	11%	10%	11%	11%
HP Inc.	10%	11%	11%	11%

Legal settlements and other, net

The Company has been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel and cathode ray tube displays, as well as reimbursement from insurance providers of certain costs incurred by the Company associated with the restatement of certain of the Company’s consolidated financial statements and other financial information from fiscal 2009 to 2013. The Company reached settlement agreements during the periods presented and has recorded these amounts, net of attorney fees and expenses, in “legal settlements and other, net” in the Consolidated Statement of Income.

Accounts Receivable Purchase Agreements

The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At October 31, 2019 and January 31, 2019, the Company had a total of $921 million and $1.1 billion, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During both the three months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $4.1 million. During the nine months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $11.8 million and $10.5 million, respectively. These discount fees are included as a component of "other expense, net" in the Consolidated Statement of Income.

Recently Adopted Accounting Standards

In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of the right-of-use asset are recorded for leases determined to be finance leases and straight-line lease expense is recorded for leases determined to be operating leases. Lessees are required to initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. In July 2018, the FASB issued additional updates to the new accounting standard which provided entities with a transition option to initially account for the impact of the adoption with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard and elected this transition option during the quarter ending April 30, 2019. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical accounting relating to lease identification and classification for existing leases at the time of adoption. The adoption of this standard resulted in the Company recognizing initial right-of-use assets of $206.8 million and corresponding lease

liabilities of $205.8 million as of April 30, 2019. The adoption of this standard had no impact on the Company's Consolidated Statements of Income and Cash Flows. See Note 11 – Leases for additional information.

In August 2017, the FASB issued a new accounting standard that amends and simplifies guidance related to hedge accounting to more accurately portray the economics of an entity’s risk management activities in its financial statements. The Company adopted this standard during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued a new accounting standard which aligns the capitalization requirements for implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the existing capitalization requirements for implementation costs incurred to develop or obtain internal-use software. The Company early adopted this standard on a prospective basis during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.

Recently Issued Accounting Standards

In June 2016, the FASB issued an accounting standard which revises the methodology for measuring credit losses on financial instruments and the timing of the recognition of those losses. Under the new standard, financial assets measured at an amortized cost basis are to be presented net of the amount not expected to be collected via an allowance for credit losses. Estimated credit losses are to be based on historical information adjusted for management's expectation that current conditions and supportable forecasts differ from historical experience. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2020, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.

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Shareholders' Equity (Details) - USD ($) $ in Millions	Oct. 31, 2019	Aug. 28, 2019	Feb. 26, 2019	Oct. 02, 2018
Subsequent Event [Line Items]
Stock Repurchase Program Additional Authorized Amount		$ 200.0	$ 100.0
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 226.0
Stock Repurchase Program, Authorized Amount		$ 500.0		$ 200.0

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Leases | Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2019	Apr. 30, 2019
Maturities of Operating Lease Liabilities [Abstract]
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	$ 16,914
Lessee, Operating Lease, Liability, Payments, Due Year Two	65,146
Lessee, Operating Lease, Liability, Payments, Due Year Three	46,204
Lessee, Operating Lease, Liability, Payments, Due Year Four	36,642
Lessee, Operating Lease, Liability, Payments, Due Year Five	27,393
Lessee, Operating Lease, Liability, Payments, Due after Year Five	66,699
Lessee, Operating Lease, Liability, Payments, Due	258,998
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(32,395)
Operating Lease, Liability	$ 226,603	$ 205,800

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Derivative Instruments | Net Investment Hedge Notional Amounts (Details) $ in Millions	Oct. 31, 2019 USD ($)
Maturity Year One [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 0.0
Maturity Year Two [Member]
Derivative [Line Items]
Derivative, Notional Amount	21.6
Maturity Year Three [Member]
Derivative [Line Items]
Derivative, Notional Amount	21.6
Maturity Year Four [Member]
Derivative [Line Items]
Derivative, Notional Amount	267.0
Maturity Year Five [Member]
Derivative [Line Items]
Derivative, Notional Amount	12.4
Maturity After Year Five [Member]
Derivative [Line Items]
Derivative, Notional Amount	293.4
Net Investment Hedging [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 616.0

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Debt | Other Credit Facilities (Details) - USD ($)	Oct. 31, 2019	Aug. 02, 2019	Jan. 31, 2019	Nov. 02, 2016
Line of Credit Facility
Accounts receivable, net	$ 5,768,940,000		$ 6,241,740,000
Standby Letters Of Credit	32,000,000.0
Credit Agreement
Line of Credit Facility
Line of Credit, Amount Outstanding	0		$ 0
Line of Credit Facility, Maximum Borrowing Capacity	1,750,000,000
Line of Credit Facility, Current Borrowing Capacity	1,500,000,000
Term loan credit agreement
Line of Credit Facility
Debt Instrument, Face Amount				$ 1,000,000,000.0
Term loan credit agreement | 5 year maturity
Line of Credit Facility
Debt Instrument, Interest Rate, Stated Percentage			3.99%
Term loan credit agreement | 2 year maturity [Member]
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity		$ 500,000,000
Debt Instrument, Face Amount	$ 300,000,000.0	$ 300,000,000
Debt Instrument, Interest Rate, Stated Percentage	2.84%
Receivables Securitization Program
Line of Credit Facility
Line of Credit, Amount Outstanding	$ 0		$ 0
Line of Credit Facility, Maximum Borrowing Capacity	1,000,000,000.0
Accounts receivable, net	1,700,000,000		$ 1,700,000,000
Other Committed And Uncommitted Revolving Credit Facilities
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	$ 394,900,000
Line of Credit Facility, Interest Rate at Period End	7.26%		8.05%
Long-term Line of Credit	$ 116,895,000		$ 102,271,000
Term Loan
Line of Credit Facility
Loans Payable	$ 300,000,000		$ 300,000,000

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Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
		Oct. 31, 2019	Oct. 31, 2018		Oct. 31, 2019		Oct. 31, 2018		Jan. 31, 2019
Segment Reporting Information
Net sales		$ 9,118,944	$ 9,340,029		$ 26,617,612		$ 26,774,449
Operating income:		141,888	146,888		364,259		327,749
Stock-based compensation expense		(7,347)	(8,139)		(23,707)		(23,694)
Depreciation and amortization:		37,967	39,242		112,726		119,641
Capital expenditures:		18,140	17,430		51,650		40,153
Identifiable assets:		12,694,736			12,694,736				$ 12,986,552
Long-lived assets:		275,013			275,013				274,917
Goodwill & acquisition-related intangible assets, net:		1,646,747			1,646,747				1,719,629
Legal settlements and other, net		0	(7,207)		(282)		(15,406)
Acquisition, integration and restructuring expenses		4,647	20,277		16,077		66,799
Other Tax Expense (Benefit)			5,500		600		6,100
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal		1,390	29		1,390		6,746
Americas
Segment Reporting Information
Net sales	[1]	4,202,320	4,137,852		12,308,249		11,799,389
Operating income:	[2]	82,420	112,399	[3],[4]	244,138	[4]	261,671	[3],[4]
Depreciation and amortization:		$ 24,163	$ 23,394		$ 71,602		$ 70,244
Sales to unaffiliated customers, as percentage of total sales		91.00%	91.00%		90.00%		90.00%
Capital expenditures:		$ 11,191	$ 11,493		$ 29,989		$ 24,105
Identifiable assets:		5,670,555			5,670,555				5,402,316
Long-lived assets:	[1]	219,300			219,300				217,863
Goodwill & acquisition-related intangible assets, net:		$ 1,045,627			$ 1,045,627				$ 1,083,699
Long-lived assets, as percentage of total assets		96.00%			96.00%				96.00%
Restructuring Charges		$ 3,500			$ 7,800
Legal settlements and other, net			(7,200)		(300)		(15,400)
Acquisition, integration and restructuring expenses			6,000				19,000
Proceeds, Accounts Receivable, Previously Written Off, Recovery			25,000				25,000
Europe
Segment Reporting Information
Net sales		4,622,270	4,920,156		13,371,397		14,130,985
Operating income:	[5],[6],[7]	66,536	39,889		140,605		86,292
Depreciation and amortization:		11,763	13,679		35,294		42,686
Capital expenditures:		6,373	4,742		19,158		13,821
Identifiable assets:		6,420,274			6,420,274				$ 6,970,822
Long-lived assets:		51,051			51,051				52,162
Goodwill & acquisition-related intangible assets, net:		545,625			545,625				575,776
Restructuring Charges		1,000			7,200
Acquisition, integration and restructuring expenses			13,100				44,400
Other Tax Expense (Benefit)			5,500				6,500
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal		1,400			1,400		6,700
Asia-Pacific
Segment Reporting Information
Net sales		294,354	282,021		937,966		844,075
Operating income:		279	2,739		3,223		3,480
Depreciation and amortization:		2,041	2,169		5,830		6,711
Capital expenditures:		576	$ 1,195		2,503		$ 2,227
Identifiable assets:		603,907			603,907				613,414
Long-lived assets:		4,662			4,662				4,892
Goodwill & acquisition-related intangible assets, net:		$ 55,495			$ 55,495				$ 60,154

[1] Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended October 31, 2019 and 2018 and 90% of the total Americas' net sales for both the nine months ended October 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both October 31, 2019 and January 31, 2019.

[2] Operating income in the Americas for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.5 million and $6.0 million, respectively. Operating income in the Americas for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.8 million and $19.0 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

[3] Operating income in the Americas for the three and nine months ended October 31, 2018 includes a benefit of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible.

[4] Operating income in the Americas includes a gain related to legal settlements and other, net, of $7.2 million for the three months ended October 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $15.4 million for the nine months ended October 31, 2019 and 2018, respectively (see further discussion in Note 1 – Business and Summary of Significant Accounting Policies).

[5] Operating income in Europe for both the three and nine months ended October 31, 2019 includes a gain on disposal of a subsidiary of $1.4 million. Operating income in Europe for the nine months ended October 31, 2018 includes a gain on disposal of a subsidiary of $6.7 million (see further discussion in Note 4 – Gain on Disposal of Subsidiary).

[6] Operating income in Europe for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.0 million and $13.1 million, respectively. Operating income in Europe for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.2 million and $44.4 million, respectively.

[7] Operating income in Europe for the three and nine months ended October 31, 2018 includes expenses of $5.5 million and $6.5 million, respectively, related to the recognition of certain tax indemnification liabilities (see further discussion in Note 6 – Income Taxes).

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Business And Summary Of Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2019

Accounting Policies [Abstract]

Nature of Operations

Tech Data Corporation (“Tech Data” or the “Company”) is one of the world’s largest IT distribution and solutions companies. Tech Data serves a critical role in the center of the IT ecosystem, bringing products from the world’s leading technology vendors to market, as well as helping customers create solutions best suited to maximize business outcomes for their end-user customers. Tech Data’s customers include value-added resellers, direct marketers, retailers, corporate resellers and managed service providers who support the diverse technology needs of end users. The Company manages its operations in three geographic segments: the Americas, Europe and Asia-Pacific.

On November 12, 2019, the Company entered into an Agreement and Plan of Merger, as subsequently amended on November 27, 2019 (the ''Merger Agreement''), with the affiliates of certain funds (the “Apollo Funds”), managed by affiliates of Apollo Global Management, LLC (“Apollo”), a leading global alternative investment manager. Pursuant to the Merger Agreement, the affiliates of Apollo Funds will acquire all the outstanding shares of the Company’s common stock for $145 per share in cash (the “Merger”). The completion of the Merger is subject to customary closing conditions, including the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of the Company’s common stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, certain foreign regulatory approvals and other customary closing conditions.

Consolidation, Policy

The consolidated financial statements include the accounts of Tech Data and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company operates on a fiscal year that ends on January 31.

Basis of Accounting, Policy

The consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States ("U.S.") Securities and Exchange Commission (“SEC”). The Company prepares its financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company as of October 31, 2019, its consolidated statements of income, comprehensive income (loss), and shareholders' equity for the three and nine months ended October 31, 2019 and 2018, and its consolidated cash flows for the nine months ended October 31, 2019 and 2018.

Seasonal Fluctuations Policy

The Company’s quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of currency fluctuations and seasonal variations in the demand for the products and services we sell. Narrow operating margins may magnify the impact of these factors on the Company's quarterly operating results. Historical seasonal variations have included an increase in European demand during the Company’s fiscal fourth quarter and decreased demand in other fiscal quarters. The seasonal trend in Europe typically results in greater operating leverage, and therefore, lower selling, general and administrative expenses as a percentage of net sales in the region and on a consolidated basis during the second half of the Company's fiscal year, particularly in the Company's fourth quarter. Therefore, the results of operations for the three and nine months ended October 31, 2019 and 2018 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2020.

Revenue Recognition, Policy

The Company’s revenues primarily result from the sale of various technology products and services. The Company recognizes revenue as control of products is transferred to customers, which generally happens at the point of shipment. Products sold by the Company are delivered via shipment from the Company’s facilities, dropshipment directly from the vendor, or by electronic delivery of keys for software products. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed. Service revenues and related contract liabilities were not material for the periods presented.

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction,

revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.

The Company allows its customers to return product for exchange or credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. The Company also provides volume rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

The Company considers shipping & handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of products sold. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

The Company disaggregates its operating segment revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue. Net sales shown in Note 13 – Segment Information includes service revenues, which are not a significant component of total revenue and are aggregated within the respective geographies.

The following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of the Company's consolidated net sales for the three and nine months ended October 31, 2019 and 2018 (as a percent of consolidated net sales):

	Three months ended October 31,		Nine months ended October 31,
	2019	2018	2019	2018
Apple, Inc.	17%	17%	15%	15%
Cisco Systems, Inc.	11%	10%	11%	11%
HP Inc.	10%	11%	11%	11%

Gain (Loss) Related to Litigation Settlement

The Company has been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel and cathode ray tube displays, as well as reimbursement from insurance providers of certain costs incurred by the Company associated with the restatement of certain of the Company’s consolidated financial statements and other financial information from fiscal 2009 to 2013. The Company reached settlement agreements during the periods presented and has recorded these amounts, net of attorney fees and expenses, in “legal settlements and other, net” in the Consolidated Statement of Income.

Accounts Receivable Purchase Facility Program, Policy

The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At October 31, 2019 and January 31, 2019, the Company had a total of $921 million and $1.1 billion, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During both the three months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $4.1 million. During the nine months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $11.8 million and $10.5 million, respectively. These discount fees are included as a component of "other expense, net" in the Consolidated Statement of Income.

Recently Adopted Accounting Standards

In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of the right-of-use asset are recorded for leases determined to be finance leases and straight-line lease expense is recorded for leases determined to be operating leases. Lessees are required to initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. In July 2018, the FASB issued additional updates to the new accounting standard which provided entities with a transition option to initially account for the impact of the adoption with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard and elected this transition option during the quarter ending April 30, 2019. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical accounting relating to lease identification and classification for existing leases at the time of adoption. The adoption of this standard resulted in the Company recognizing initial right-of-use assets of $206.8 million and corresponding lease

liabilities of $205.8 million as of April 30, 2019. The adoption of this standard had no impact on the Company's Consolidated Statements of Income and Cash Flows. See Note 11 – Leases for additional information.

In August 2017, the FASB issued a new accounting standard that amends and simplifies guidance related to hedge accounting to more accurately portray the economics of an entity’s risk management activities in its financial statements. The Company adopted this standard during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued a new accounting standard which aligns the capitalization requirements for implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the existing capitalization requirements for implementation costs incurred to develop or obtain internal-use software. The Company early adopted this standard on a prospective basis during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.

Recently Issued Accounting Standards

In June 2016, the FASB issued an accounting standard which revises the methodology for measuring credit losses on financial instruments and the timing of the recognition of those losses. Under the new standard, financial assets measured at an amortized cost basis are to be presented net of the amount not expected to be collected via an allowance for credit losses. Estimated credit losses are to be based on historical information adjusted for management's expectation that current conditions and supportable forecasts differ from historical experience. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2020, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Reclassification, Policy

Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.

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Debt (Tables)

9 Months Ended

Oct. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt

The carrying value of the Company's outstanding debt consists of the following (in thousands):

As of:	October 31, 2019			January 31, 2019
Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022	$	500,000		$	500,000
Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027	500,000			500,000
Term Loans, interest rate of 2.84% and 3.99% at October 31, 2019 and January 31, 2019, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 7.26% and 8.05% at October 31, 2019 and January 31, 2019, respectively	116,895			102,271
Other long-term debt	6,973			15,817
Less—unamortized debt discount and debt issuance costs	(6,411		)	(7,166		)
	1,417,457			1,410,922
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(123,271		)	(110,368		)
Total long-term debt	$	1,294,186		$	1,300,554

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Oct. 31, 2019	Jan. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Life Insurance, Corporate or Bank Owned, Amount	$ 42,800	$ 39,200
Deferred Compensation Liability, Current and Noncurrent	42,600	39,100
Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Carrying Value of Senior Notes, net	994,000	992,800
Fair Value, Inputs, Level 1 | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt Instrument, Fair Value Disclosure	1,050,000	988,000
Fair Value, Inputs, Level 2 | Other Current Assets [Member] | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Net investment hedges - foreign currency forward contracts	527	0
Cash flow hedge - cross-currency swap	133	0
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value	2,992	3,830
Fair Value, Inputs, Level 2 | Other Noncurrent Assets [Member] | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Net investment hedges - foreign currency forward contracts	16,307	0
Fair Value, Inputs, Level 2 | Other Current Liabilities [Member] | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash flow hedge - cross-currency swap	238	0
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value	$ 5,268	$ 6,641

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Debt | Senior Notes (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Jan. 31, 2019	Jan. 31, 2017
Debt Instrument
Proceeds from Issuance of Long-term Debt	$ 300,000	$ 0
Senior Notes | 3.70% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	500,000		$ 500,000	$ 500,000
Debt Instrument, Redemption Price, Discounted Scheduled Payments, Discount Rate, Basis Spread on Variable Rate				0.30%
Debt Instrument, Interest Rate, Stated Percentage				3.70%
Senior Notes | 4.95% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	$ 500,000		$ 500,000	$ 500,000
Debt Instrument, Redemption Price, Discounted Scheduled Payments, Discount Rate, Basis Spread on Variable Rate				0.40%
Debt Instrument, Interest Rate, Stated Percentage				4.95%

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Subsequent Events (Details) - DLT [Member] - Subsequent Event [Member] $ in Millions	Nov. 25, 2019 USD ($)
Subsequent Event [Line Items]
Business Acquisition, Effective Date of Acquisition	Nov. 25, 2019
Business Combination, Consideration Transferred	$ 205

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Business And Summary Of Significant Accounting Policies (Tables)

9 Months Ended

Oct. 31, 2019

Revenue from Contract with Customer [Abstract]

Concentration Risk

The following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of the Company's consolidated net sales for the three and nine months ended October 31, 2019 and 2018 (as a percent of consolidated net sales):

	Three months ended October 31,		Nine months ended October 31,
	2019	2018	2019	2018
Apple, Inc.	17%	17%	15%	15%
Cisco Systems, Inc.	11%	10%	11%	11%
HP Inc.	10%	11%	11%	11%

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Stock-Based Compensation (Tables)

9 Months Ended

Oct. 31, 2019

Share-based Payment Arrangement [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

A summary of the Company’s restricted stock activity for the nine months ended October 31, 2019 is as follows:

	Shares
Nonvested at January 31, 2019	649,122
Granted	228,528
Vested	(263,334	)
Canceled	(29,851	)
Nonvested at October 31, 2019	584,465

Schedule of Nonvested Performance-based Units Activity

A summary of the Company’s performance based restricted stock activity, assuming maximum achievement for nonvested awards, for the nine months ended October 31, 2019 is as follows:

	Shares
Nonvested at January 31, 2019	293,216
Granted	108,771
Vested	(16,996	)
Canceled	(18,648	)
Nonvested at October 31, 2019	366,343

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Commitments and Contingencies (Notes)

9 Months Ended

Oct. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Guarantees

The Company has arrangements with certain finance companies that provide inventory financing facilities to the Company’s customers. In conjunction with certain of these arrangements, the Company would be required to purchase certain inventory in the event the inventory is repossessed from the customers by the finance companies. As the Company does not have access to information regarding the amount of inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by the Company under these arrangements have been insignificant to date. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.

Contingencies

In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of the Company’s Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” The Company estimates the total exposure related to the CIDE tax, including interest, was approximately $19.2 million at October 31, 2019. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. Accordingly, the Company has not recorded an accrual for the total estimated CIDE tax exposure. However, due to the lack of predictability of the Brazilian court system, the Company has concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. The Company believes the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity. 

In June 2013, the Company was subject to a document seizure by the French Autorité de la Concurrence ("Competition Authority") following allegations of anticompetitive distribution practices in the French market for the products of one of the Company's suppliers. In October 2018, the Competition Authority delivered a notification des griefs (statement of objections) to the Company, stating that the Competition Authority is pursuing charges against the Company in this matter. In July 2019, the Competition Authority delivered a rapport (report), which is a further step towards proposing charges in this matter. The Competition Authority has taken similar action against the Company's supplier and another of the supplier's distributors. The administrative proceedings could result in the imposition of a fine against the Company, which could be material in amount. If a fine is imposed, the Company would be entitled to appeal the administrative determination to the French courts, although the Company would be required to pay the fine before doing so. At this time, the Company cannot assess the likelihood that these proceedings will be finally resolved against Tech Data, and the Company cannot reasonably estimate the amount of fine that may be imposed.

The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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Gain on Disposal of Subsidiary (Notes)

9 Months Ended

Oct. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 4 — GAIN ON DISPOSAL OF SUBSIDIARY

During the second quarter of fiscal 2019, the Company executed an agreement to sell certain of its operations in Ireland for a total sales price of approximately $15.3 million. The Company recorded a gain on sale of $6.7 million during the nine months ended October 31, 2018, which includes the reclassification of $5.1 million from accumulated other comprehensive income for cumulative translation adjustments associated with the Company’s investment in this foreign entity. The Company recorded an additional gain on the sale of this entity of $1.4 million during the three and nine months ended October 31, 2019. The operating results of this entity during the nine months ended October 31, 2018 were insignificant relative to the Company's consolidated financial results.

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Fair Value Measurements (Notes)

9 Months Ended

Oct. 31, 2019

Fair Value Measurements [Abstract]

Fair Value Disclosures

NOTE 8 — FAIR VALUE MEASUREMENTS

The Company’s assets and liabilities carried or disclosed at fair value are classified in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – inputs other than quoted market prices included in Level 1 above that are observable for the asset or liability, either directly or indirectly; and Level 3 – unobservable inputs for the asset or liability. The classification of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table summarizes the valuation of the Company's assets and liabilities that are measured at fair value on a recurring basis:

		October 31, 2019				January 31, 2019
		Fair value measurement category				Fair value measurement category
	Balance sheet location	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
(in thousands)
ASSETS
Net investment hedges:
Foreign currency forward contracts	Prepaid expenses and other assets		$	527			$	—
Foreign currency forward contracts	Other assets, net		16,307				—
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		133				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		2,992				3,830
LIABILITIES
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		$	238			$	—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		5,268				6,641

The Company's derivative instruments are measured on a recurring basis based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers (Level 2 criteria) and are marked-to-market each period (see Note 9 – Derivative Instruments for further discussion).

The Company utilizes life insurance policies to fund the Company’s nonqualified deferred compensation plan. The life insurance asset recorded by the Company is the amount that would be realized upon the assumed surrender of the policy. This amount is based on the underlying fair value of the invested assets contained within the life insurance policies. The gains and losses are recorded in the Company’s Consolidated Statement of Income within "other expense, net." The related deferred compensation liability is also marked-to-market each period based upon the returns of the various investments selected by the plan participants and the gains and losses are recorded in the Company’s Consolidated Statement of Income within "selling, general and administrative expenses." The net realizable value of the Company's life insurance investments and related deferred compensation liability was $42.8 million and $42.6 million, respectively, at October 31, 2019 and $39.2 million and $39.1 million, respectively, at January 31, 2019.

The carrying value of the 2017 Senior Notes discussed in Note 5 – Debt represents cost less unamortized debt discount and debt issuance costs. The estimated fair value of the 2017 Senior Notes is based upon quoted market information (Level 1). The estimated fair value of the 2017 Senior Notes was $1.05 billion and $988 million, respectively, at October 31, 2019 and January 31, 2019 and the carrying value was $994.0 million and $992.8 million, respectively, at October 31, 2019 and January 31, 2019. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The carrying amounts of debt outstanding pursuant to revolving credit facilities and term loan credit agreements approximated fair value as the majority of these instruments have variable interest rates which approximate current market rates (Level 2 criteria).

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Earnings Per Share (Notes)

9 Months Ended

Oct. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 2 — EARNINGS PER SHARE ("EPS")

The Company presents the computation of earnings per share on a basic and diluted basis. Basic EPS is computed by dividing net income by the weighted average number of shares outstanding during the reported period. Diluted EPS reflects the potential dilution related to equity-based incentives (see Note 7 – Stock-Based Compensation for further discussion) using the treasury stock method. The composition of basic and diluted EPS is as follows:

	Three months ended October 31,				Nine months ended October 31,
	2019		2018		2019		2018
(in thousands, except per share data)
Net income	$	90,770	$	114,216	$	225,420	$	223,781
Weighted average common shares - basic	35,720		38,358		36,395		38,357
Effect of dilutive securities:
Equity based awards	248		168		235		202
Weighted average common shares - diluted	35,968		38,526		36,630		38,559
Earnings per share:
Basic	$	2.54	$	2.98	$	6.19	$	5.83
Diluted	$	2.52	$	2.96	$	6.15	$	5.80

For the three months ended October 31, 2019 and 2018, there were 485 and 45,072 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the nine months ended October 31, 2019 and 2018, there were 485 and 43,783 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

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Document And Entity Information - $ / shares	9 Months Ended
	Oct. 31, 2019	Nov. 26, 2019	Jan. 31, 2019
Document and Entity Information [Abstract]
Title of 12(b) Security	Common stock, par value $.0015 per share
Common Stock, Par or Stated Value Per Share	$ 0.0015		$ 0.0015
Document Type	10-Q
Document Quarterly Report	true
Amendment Flag	false
Document Period End Date	Oct. 31, 2019
Document Transition Report	false
Entity File Number	0-14625
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Trading Symbol	TECD
Entity Registrant Name	TECH DATA CORPORATION
Entity Central Index Key	0000790703
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		35,422,796
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	5350 Tech Data Drive
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Tax Identification Number	59-1578329
Entity Address, Postal Zip Code	33760
City Area Code	727
Local Phone Number	539-7429
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Shell Company	false

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Acquisition, Integration and Restructuring Expenses | Acquisition (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Business Acquisition
Acquisition, integration and restructuring expenses		$ 4,647	$ 20,277	$ 16,077	$ 66,799
TS
Business Acquisition
Payments to Acquire Businesses, Gross	$ 2,500,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	2,785,402
Business Acquisition, Effective Date of Acquisition	Feb. 27, 2017
Business Combination, Consideration Transferred	$ 2,800,000
Acquisition, integration and restructuring expenses		0	7,153	0	35,332
Deferred Other Tax Expense (Benefit)					(13,000)
Transaction Related Costs [Member] | TS
Business Acquisition
Acquisition, integration and restructuring expenses			$ 268		1,461
Transaction Related Costs [Member] | Apollo and DLT [Member]
Business Acquisition
Acquisition, integration and restructuring expenses		$ 1,800		$ 1,800
Working Capital Adjustment Gain/Loss [Domain] | TS
Business Acquisition
Acquisition, integration and restructuring expenses					$ (9,600)

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Consolidated Statement Of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 90,770	$ 114,216	$ 225,420	$ 223,781
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	33,255	(91,430)	(39,090)	(281,737)
Unrealized gain on cash flow hedges, net of tax	20	0	78	0
Other comprehensive income (loss)	33,275	(91,430)	(39,012)	(281,737)
Total comprehensive income (loss)	$ 124,045	$ 22,786	$ 186,408	$ (57,956)

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Segment Information (Tables)

9 Months Ended

Oct. 31, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Financial information by geographic segment is as follows (in thousands):

	Three months ended October 31,						Nine months ended October 31,
	2019			2018			2019			2018
Net sales:
Americas (1)	$	4,202,320		$	4,137,852		$	12,308,249		$	11,799,389
Europe	4,622,270			4,920,156			13,371,397			14,130,985
Asia-Pacific	294,354			282,021			937,966			844,075
Total	$	9,118,944		$	9,340,029		$	26,617,612		$	26,774,449
Operating income:
Americas (2), (3), (4)	$	82,420		$	112,399		$	244,138		$	261,671
Europe (5), (6), (7)	66,536			39,889			140,605			86,292
Asia-Pacific	279			2,739			3,223			3,480
Stock-based compensation expense	(7,347		)	(8,139		)	(23,707		)	(23,694		)
Total	$	141,888		$	146,888		$	364,259		$	327,749
Depreciation and amortization:
Americas	$	24,163		$	23,394		$	71,602		$	70,244
Europe	11,763			13,679			35,294			42,686
Asia-Pacific	2,041			2,169			5,830			6,711
Total	$	37,967		$	39,242		$	112,726		$	119,641
Capital expenditures:
Americas	$	11,191		$	11,493		$	29,989		$	24,105
Europe	6,373			4,742			19,158			13,821
Asia-Pacific	576			1,195			2,503			2,227
Total	$	18,140		$	17,430		$	51,650		$	40,153

As of:	October 31, 2019		January 31, 2019
Identifiable assets:
Americas	$	5,670,555	$	5,402,316
Europe	6,420,274		6,970,822
Asia-Pacific	603,907		613,414
Total	$	12,694,736	$	12,986,552
Long-lived assets:
Americas (1)	$	219,300	$	217,863
Europe	51,051		52,162
Asia-Pacific	4,662		4,892
Total	$	275,013	$	274,917
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,045,627	$	1,083,699
Europe	545,625		575,776
Asia-Pacific	55,495		60,154
Total	$	1,646,747	$	1,719,629

(1) Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended October 31, 2019 and 2018 and 90% of the total Americas' net sales for both the nine months ended October 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both October 31, 2019 and January 31, 2019.

(2) Operating income in the Americas for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.5 million and $6.0 million, respectively. Operating income in the Americas for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.8 million and $19.0 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

(3) Operating income in the Americas includes a gain related to legal settlements and other, net, of $7.2 million for the three months ended October 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $15.4 million for the nine months ended October 31, 2019 and 2018, respectively (see further discussion in Note 1 – Business and Summary of Significant Accounting Policies).

(4) Operating income in the Americas for the three and nine months ended October 31, 2018 includes a benefit of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible.

(5) Operating income in Europe for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.0 million and $13.1 million, respectively. Operating income in Europe for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.2 million and $44.4 million, respectively.

(6) Operating income in Europe for the three and nine months ended October 31, 2018 includes expenses of $5.5 million and $6.5 million, respectively, related to the recognition of certain tax indemnification liabilities (see further discussion in Note 6 – Income Taxes).

(7)

Operating income in Europe for both the three and nine months ended October 31, 2019 includes a gain on disposal of a subsidiary of $1.4 million. Operating income in Europe for the nine months ended October 31, 2018 includes a gain on disposal of a subsidiary of $6.7 million (see further discussion in Note 4 – Gain on Disposal of Subsidiary).

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Shareholders' Equity | Company's Common Share Repurchase and Issuance Activity (Details) - $ / shares	9 Months Ended
	Oct. 31, 2019	Jan. 31, 2019
Change in Treasury Stock
Treasury stock balance at January 31, 2019	22,305,464
Shares of treasury stock repurchased	1,697,609
Treasury Stock Acquired, Average Cost Per Share	$ 98.37
Shares of Treasury Stock Reissued for Equity Incentive Plans	205,036
Treasury stock balance at October 31, 2019	23,798,037
Treasury Stock Held, Average Cost Per Share	$ 50.22	$ 46.53

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Leases | Balance Sheet Classification of Leases (Details) - USD ($) $ in Thousands	Oct. 31, 2019	Apr. 30, 2019
Balance Sheet Classification of Leases [Abstract]
Operating Lease, Right-of-Use Asset	$ 227,875	$ 206,800
Operating Lease, Liability, Current	64,547
Operating Lease, Liability, Noncurrent	$ 162,056

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Derivative Instruments | Net Investment Hedges - Impact on AOCI (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 31, 2019	Oct. 31, 2019
Net Investment Hedges - Impact on AOCI [Abstract]
Gain (loss) recognized in other comprehensive income (loss)	$ 13,490	$ 10,048
Gain (loss) reclassified from accumulated OCI into income	0	0
Gain (loss) recognized in income, amount excluded from effectiveness testing	$ 3,381	$ 6,786

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Tax [Line Items]
US Tax Act Impact - Transition Tax				$ 24,000
Other Tax Expense (Benefit)		$ (5,500)	$ (600)	$ (6,100)
Effective Income Tax Rate Reconciliation, Percent	22.10%	2.00%	22.10%	7.00%
Provision for income taxes	$ 25,737	$ 2,306	$ 64,012	$ 16,809
TS
Tax [Line Items]
Deferred Other Tax Expense (Benefit)				$ (13,000)

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Gain on Disposal of Subsidiary (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018	Jul. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Consideration					$ 15,300
Translation Adjustment Functional to Reporting Currency, Gain (Loss), Reclassified to Earnings, Net of Tax				$ 5,100
Gain on disposal of subsidiary	$ 1,390	$ 29	$ 1,390	6,746
Europe
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposal of subsidiary	$ 1,400		$ 1,400	$ 6,700

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Subsequent Events (Notes)

9 Months Ended

Oct. 31, 2019

Subsequent Events [Abstract]

Subsequent Events [Text Block]

On November 25, 2019, the Company completed the acquisition of DLT Solutions ("DLT"), a premier software and cloud solutions aggregator focused on the U.S. public sector. The Company acquired all of the outstanding shares of DLT for a purchase price of approximately $205 million in cash, subject to certain working capital and other adjustments. The DLT acquisition enables Tech Data to proactively develop opportunities, accelerate growth and simplify complexity for its channel partners that are serving the U.S. public sector space.

Since the closing of this acquisition occurred subsequent to the end of the Company's third quarter, the allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process, which has not yet been completed. The major classes of assets and liabilities acquired include accounts receivable, accounts payable, intangible assets and goodwill. The Company's fourth quarter fiscal 2020 operating results will include the results from DLT following the date of acquisition. Based on the timing of the acquisition and lack of available information, the Company has determined it to be impracticable to disclose a preliminary purchase price allocation at this time.

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Acquisition, Integration and Restructuring Expenses (Tables)

9 Months Ended

Oct. 31, 2019

TS

Restructuring Cost and Reserve [Line Items]

Acquisition and integration expenses [Table Text Block]

The Company incurred no acquisition, integration and restructuring expenses related to the acquisition of TS during the three and nine months ended October 31, 2019 and does not expect to incur any additional costs in future periods. Acquisition, integration and restructuring expenses for the three and nine months ended October 31, 2018 related to the acquisition of TS are comprised of the following:

	Three months ended October 31,		Nine months ended October 31,
	2018		2018
(in thousands)
Restructuring costs	$	1,618	$	16,267
IT related costs	2,120		10,606
Professional services	807		5,213
Transaction related costs	268		1,461
Other costs	2,340		1,785
Total	$	7,153	$	35,332

Global Business Optimization Program

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

Restructuring costs related to the GBO Program by segment are as follows:

	Three months ended October 31,				Nine months ended October 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1,902	$	2,502	$	6,154	$	9,838
Europe	975		10,099		7,228		20,981
Asia-Pacific	4		523		929		648
Total	$	2,881	$	13,124	$	14,311	$	31,467

Restructuring expenses related to the GBO Program are comprised of the following:

	Three months ended October 31,				Nine months ended October 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	1,851	$	8,741	$	9,185	$	17,615	$	35,612
Professional services and other costs	1,030		4,383		5,126		13,852		21,240
Total	$	2,881	$	13,124	$	14,311	$	31,467	$	56,852

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

Restructuring activity during the nine months ended October 31, 2019 related to the GBO Program is as follows:

	Nine months ended October 31, 2019
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2019	$	14,798		$	631		$	15,429
Fiscal 2020 restructuring expenses	9,185			5,126			14,311
Cash payments	(14,858		)	(5,721		)	(20,579		)
Foreign currency translation	(293		)	(23		)	(316		)
Balance at October 31, 2019	$	8,832		$	13		$	8,845

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Derivative Instruments (Tables)

9 Months Ended

Oct. 31, 2019

Schedule of Cash Flow Hedges in AOCI [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

The aggregate notional values of the Company's outstanding net investment hedge contracts by year of maturity as of October 31, 2019 are as follows:

Fiscal Year:	Notional Value
(in millions)
2020 (remaining 3 months)	$	—
2021	21.6
2022	21.6
2023	267.0
2024	12.4
Thereafter	293.4
Total	$	616.0

Schedule of Net Investment Hedges in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following tables present the effects of the Company's net investment hedges on accumulated other comprehensive income ("AOCI") and earnings for the three and nine months ended October 31, 2019:

	Three months ended October 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	13,490	$	—	$	3,381	Interest expense

	Nine months ended October 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	10,048	$	—	$	6,786	Interest expense

The Company had no net investment hedges outstanding during the three and nine months ended October 31, 2018.

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following tables present the effects of the Company's cash flow hedges on AOCI and earnings for the three and nine months ended October 31, 2019:

	Three months ended October 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	75	$	169		Interest expense
			(114		)	Other expense, net
Total	$	75	$	55

	Nine months ended October 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	220	$	457		Interest expense
			(315		)	Other expense, net
Total	$	220	$	142

The Company had no cash flow hedges outstanding during the three and nine months ended October 31, 2018.

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]

The total amount of gains (losses) recognized in earnings on the Company's derivatives not designated as hedges for the three and nine months ended October 31, 2019 and 2018 are as follows:

		Gains (losses) recognized in earnings
		Three months ended October 31,						Nine months ended October 31,
Derivatives not designated as hedges	Income statement location	2019			2018			2019			2018
(in millions)
Foreign currency forward contracts	Cost of products sold	$	(3.0	)	$	10.4		$	—		$	22.5
Foreign currency forward contracts	Other expense, net	3.2			(31.9		)	(0.1		)	(43.4		)
Total		$	0.2		$	(21.5	)	$	(0.1	)	$	(20.9	)

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Acquisition, Integration and Restructuring Expenses | Global Business Optimization Program (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses	$ 4,647	$ 20,277	$ 16,077	$ 66,799
Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	2,881	13,124	14,311	31,467
Restructuring and Related Cost, Cost Incurred to Date	56,852		56,852
Restructuring Charges | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges			14,311
Employee Severance | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	1,851	8,741	9,185	17,615
Restructuring and Related Cost, Cost Incurred to Date	35,612		35,612
Professional services | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	1,030	4,383	5,126	13,852
Restructuring and Related Cost, Cost Incurred to Date	21,240		21,240
Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	70,000		70,000
Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	80,000		80,000
Europe
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses		13,100		44,400
Restructuring Charges	1,000		7,200
Europe | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	975	10,099	7,228	20,981
Europe | Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	40,000		40,000
Europe | Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	45,000		45,000
Americas
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses		6,000		19,000
Restructuring Charges	3,500		7,800
Americas | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	1,902	2,502	6,154	9,838
Americas | Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	30,000		30,000
Americas | Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	35,000		35,000
Asia-Pacific | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	$ 4	$ 523	$ 929	$ 648

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Business And Summary Of Significant Accounting Policies | Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands	Oct. 31, 2019	Apr. 30, 2019
New Accounting Pronouncement
Operating Lease, Right-of-Use Asset	$ 227,875	$ 206,800
Operating Lease, Liability	$ 226,603	$ 205,800

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Consolidated Balance Sheet (Parenthetical) - $ / shares	Oct. 31, 2019	Jan. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0015	$ 0.0015
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	59,246,000	59,246,000
Treasury stock, shares	23,798,037	22,305,464

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Shareholders' Equity (Tables)

9 Months Ended

Oct. 31, 2019

Shareholders Equity [Abstract]

Class of Treasury Stock

The Company’s common share issuance activity for the nine months ended October 31, 2019 is summarized as follows:  

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2019	22,305,464		$	46.53
Shares of treasury stock repurchased under share repurchase program	1,697,609		98.37
Shares of treasury stock reissued for equity incentive plans	(205,036	)
Treasury stock balance at October 31, 2019	23,798,037		$	50.22

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following tables summarize the change in the components of AOCI for the three and nine months ended October 31, 2019 and 2018:

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)
Other comprehensive income (loss) before reclassification	33,255			75			33,330
Reclassification of (gain) loss from AOCI into income	—			(55		)	(55		)
Balance at October 31, 2019	$	4,696		$	78		$	4,774

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at July 31, 2018	$	97,985		$	—	$	97,985
Other comprehensive income (loss) before reclassification	(91,430		)	—		(91,430		)
Reclassification of (gain) loss from AOCI into income	—			—		—
Balance at October 31, 2018	$	6,555		$	—	$	6,555

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2019	$	43,786		$	—		$	43,786
Other comprehensive income (loss) before reclassification	(39,090		)	220			(38,870		)
Reclassification of (gain) loss from AOCI into income	—			(142		)	(142		)
Balance at October 31, 2019	$	4,696		$	78		$	4,774

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at January 31, 2018	$	288,292		$	—	$	288,292
Other comprehensive income (loss) before reclassification	(276,664		)	—		(276,664		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at October 31, 2018	$	6,555		$	—	$	6,555

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Consolidated Statement Of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018
Cash flows from operating activities:
Cash received from customers	$ 35,335,867	$ 34,190,821
Cash paid to vendors and employees	(34,774,608)	(33,891,567)
Interest paid, net	(79,482)	(82,829)
Income taxes paid	(69,174)	(67,107)
Net cash provided by operating activities	412,603	149,318
Cash flows from investing activities:
Proceeds from sale of business, net of cash divested	0	8,985
Acquisition of businesses, net of cash acquired	0	(124,223)
Expenditures for property and equipment	(30,503)	(24,830)
Software and software development costs	(21,147)	(15,323)
Other	315	1,105
Net cash used in investing activities	(51,335)	(154,286)
Cash flows from financing activities:
Borrowings on long-term debt	300,000	0
Principal payments on long-term debt	(311,925)	(207,854)
Cash paid for debt issuance costs	(4,341)	0
Net borrowings (repayments) on revolving credit loans	15,035	(9,274)
Payments for employee tax withholdings on equity awards	(9,337)	(6,988)
Proceeds from the reissuance of treasury stock	1,450	1,322
Payments to Noncontrolling Interests	(7,553)	0
Payments for Repurchase of Common Stock	(166,992)	(43,798)
Proceeds from (Payments for) Other Financing Activities	529	0
Net cash used in financing activities	(183,134)	(266,592)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	(13,111)	(37,589)
Net decrease in cash and cash equivalents	165,023	(309,149)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	964,146	646,479
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	799,123	955,628
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposal of subsidiary	(1,390)	(6,746)
Depreciation and amortization	112,726	119,641
Provision for losses on accounts receivable	19,176	11,545
Stock-based compensation expense	23,707	23,694
Accretion of debt discount and debt issuance costs	3,195	2,983
Deferred income taxes	4,577	(11,567)
Changes in operating assets and liabilities, net of acquisitions and disposition:
Accounts receivable	372,594	(309,390)
Inventories	113,168	(397,692)
Prepaid expenses and other assets	38,991	(3,720)
Accounts payable	(443,413)	474,214
Accrued expenses and other liabilities	(56,148)	22,575
Total adjustments	187,183	(74,463)
Net cash provided by operating activities	412,603	149,318
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 225,420	$ 223,781

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Income Taxes (Notes)

9 Months Ended

Oct. 31, 2019

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

NOTE 6 — INCOME TAXES

U.S. Tax Reform

On December 22, 2017, the U.S. federal government enacted the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) which significantly revised U.S. corporate income tax law by, among other things, reducing the U.S. federal corporate income tax rate from 35% to 21% and implementing a modified territorial tax system that included a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. Due to the complexities involved in accounting for U.S. Tax Reform, the SEC issued Staff Accounting Bulletin (“SAB”) 118 which required that the Company include in its financial statements the reasonable estimate of the impact of U.S. Tax Reform on earnings to the extent such reasonable estimate had been determined. SAB 118 allowed the Company to report provisional amounts within a measurement period up to one year due to the complexities inherent in adopting the changes. During the three and nine months ended October 31, 2018, the Company decreased its provisional estimate of the one-time transition tax by $24.0 million upon further analysis of earnings and profits of the Company's foreign subsidiaries and utilization of foreign tax credits.

Tax Indemnifications

In connection with the acquisition of TS, pursuant to the interest purchase agreement, the Company and Avnet agreed to indemnify each other in relation to certain tax matters. As a result, the Company has recorded certain indemnification assets for expected amounts to be received from Avnet related to liabilities recorded for unrecognized tax benefits. The Company has also recorded certain indemnification liabilities for expected amounts to be paid to Avnet. The Company recorded a benefit in income tax expense of $5.5 million during the three months ended October 31, 2018 and a benefit in income tax expense of $0.6 million and $6.1 million during the nine months ended October 31, 2019 and 2018, respectively, due to the resolution of certain pre-acquisition tax matters.

Effective Tax Rate

The Company's effective tax rate was 22.1% and 2.0% for the three months ended October 31, 2019 and 2018, respectively, and 22.1% and 7.0% for the nine months ended October 31, 2019 and 2018, respectively. On an absolute dollar basis, the provision for income taxes increased to $25.7 million for the third quarter of fiscal 2020 compared to $2.3 million for the third quarter of fiscal 2019 and increased to $64.0 million for the nine months ended October 31, 2019 compared to $16.8 million for the nine months ended October 31, 2018.

The increase in both the effective tax rate and the provision for income taxes for the three and nine months ended October 31, 2019, as compared to the prior year is primarily due to the prior year decrease in the provisional estimate of the one-time transition tax related to U.S. Tax Reform and the impact of the resolution of certain pre-acquisition tax matters related to TS. The increase in both the effective tax rate and the provision for income taxes for the nine months ended October 31, 2019, as compared to the prior year, is also impacted by a $13.0 million income tax benefit recognized during the nine months ended October 31, 2018. The income tax benefit was due to the Company's finalization of the geographic allocation of the purchase price for the acquisition of TS for tax reporting purposes as part of a settlement agreement with Avnet, which resulted in the recognition of a deferred tax asset in the U.S. for future tax deductions related to the amortization of goodwill for tax purposes. Additionally, the increase in the absolute dollar value of the provision for income taxes for the nine months ended October 31, 2019 as compared to the prior year is due to an increase in taxable earnings.

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Shareholders' Equity (Notes)

9 Months Ended

Oct. 31, 2019

Shareholders Equity [Abstract]

Shareholders' Equity and Share-based Payments

NOTE 10 — SHAREHOLDERS' EQUITY

Share Repurchase Program

In October 2018, the Company's Board of Directors authorized a share repurchase program for up to $200.0 million of the Company's common stock. In February 2019, the Board of Directors approved a $100.0 million increase to the program. In August 2019, the Company's Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company's common stock, resulting in a total share repurchase authorization of $500.0 million. In conjunction with the Company’s share repurchase program, a 10b5-1 plan was executed that instructs the broker selected by the Company to repurchase shares on behalf of the Company. The amount of common stock repurchased in accordance with the 10b5-1 plan on any given trading day is determined by a formula in the plan, which is based on the market price of the Company’s common stock. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares.

The Company’s common share issuance activity for the nine months ended October 31, 2019 is summarized as follows:  

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2019	22,305,464		$	46.53
Shares of treasury stock repurchased under share repurchase program	1,697,609		98.37
Shares of treasury stock reissued for equity incentive plans	(205,036	)
Treasury stock balance at October 31, 2019	23,798,037		$	50.22

As of October 31, 2019, the Company had $226.0 million available for future repurchases of its common stock under the authorized share repurchase program. Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, the Company suspended its share repurchase program as of November 13, 2019.

Accumulated Other Comprehensive Income

The following tables summarize the change in the components of AOCI for the three and nine months ended October 31, 2019 and 2018:

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)
Other comprehensive income (loss) before reclassification	33,255			75			33,330
Reclassification of (gain) loss from AOCI into income	—			(55		)	(55		)
Balance at October 31, 2019	$	4,696		$	78		$	4,774

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at July 31, 2018	$	97,985		$	—	$	97,985
Other comprehensive income (loss) before reclassification	(91,430		)	—		(91,430		)
Reclassification of (gain) loss from AOCI into income	—			—		—
Balance at October 31, 2018	$	6,555		$	—	$	6,555

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2019	$	43,786		$	—		$	43,786
Other comprehensive income (loss) before reclassification	(39,090		)	220			(38,870		)
Reclassification of (gain) loss from AOCI into income	—			(142		)	(142		)
Balance at October 31, 2019	$	4,696		$	78		$	4,774

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at January 31, 2018	$	288,292		$	—	$	288,292
Other comprehensive income (loss) before reclassification	(276,664		)	—		(276,664		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at October 31, 2018	$	6,555		$	—	$	6,555

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Derivative Instruments (Details) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2019 USD ($)	Oct. 31, 2018 USD ($)	Oct. 31, 2019 USD ($)	Oct. 31, 2018 USD ($)
Derivative [Line Items]
Weighted Average Notional Amount Of Foreign Currency Derivatives	$ 1,100.0	$ 1,500.0	$ 1,200.0	$ 1,400.0
Derivative, Average Remaining Maturity	28 days	24 days	26 days	27 days
Net Investment Hedging [Member]
Derivative [Line Items]
Derivative, Number of Instruments Held		0		0
Cash Flow Hedging [Member]
Derivative [Line Items]
Derivative, Number of Instruments Held		0		0
Derivative, Notional Amount	$ 4.5		$ 4.5

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Leases (Details) $ in Millions	3 Months Ended	9 Months Ended
	Oct. 31, 2019 USD ($) Rate	Oct. 31, 2019 USD ($) Rate
Leases [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	5 years 8 months 12 days	5 years 8 months 12 days
Operating Lease, Weighted Average Discount Rate, Percent | Rate	4.80%	4.80%
Operating Leases, Rent Expense | $	$ 21.6	$ 65.0

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Commitments and Contingencies (Details) $ in Millions	Oct. 31, 2019 USD ($)
Brazil
Loss Contingencies
Loss Contingency, Estimate of Possible Loss	$ 19.2

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Oct. 31, 2019	Jul. 31, 2019	Apr. 30, 2019	Oct. 31, 2018	Jul. 31, 2018	Apr. 30, 2018	Oct. 31, 2019	Oct. 31, 2018
Earnings Per Share [Abstract]
Net income	$ 90,770	$ 79,250	$ 55,400	$ 114,216	$ 75,866	$ 33,699	$ 225,420	$ 223,781
Weighted average common shares - basic	35,720,000			38,358,000			36,395,000	38,357,000
Equity based awards	248,000			168,000			235,000	202,000
Weighted average common shares - diluted	35,968,000			38,526,000			36,630,000	38,559,000
Basic Earnings Per Share	$ 2.54			$ 2.98			$ 6.19	$ 5.83
Diluted Earnings Per Share	$ 2.52			$ 2.96			$ 6.15	$ 5.80
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	485			45,072			485	43,783

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Consolidated Balance Sheet - USD ($) $ in Thousands	Oct. 31, 2019	Jan. 31, 2019
Current assets:
Cash and cash equivalents	$ 964,146	$ 799,123
Accounts receivable, net	5,768,940	6,241,740
Inventories	3,145,381	3,297,385
Prepaid expenses and other assets	341,075	354,601
Total current assets	10,219,542	10,692,849
Property and equipment, net	275,013	274,917
Goodwill	888,165	892,990
Intangible assets, net	884,560	950,858
Other assets, net	427,456	174,938
Total assets	12,694,736	12,986,552
Current liabilities:
Accounts payable	6,963,941	7,496,466
Accrued expenses and other liabilities	1,030,457	1,000,126
Revolving credit loans and current maturities of long-term debt, net	123,271	110,368
Total current liabilities	8,117,669	8,606,960
Long-term debt, less current maturities	1,294,186	1,300,554
Other long-term liabilities	314,596	142,315
Total liabilities	9,726,451	10,049,829
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at October 31, 2019 and January 31, 2019	89	89
Additional paid-in capital	846,636	844,206
Treasury stock, at cost (23,798,037 and 22,305,464 shares at October 31, 2019 and January 31, 2019)	(1,195,148)	(1,037,872)
Retained earnings	3,311,934	3,086,514
Accumulated other comprehensive income	4,774	43,786
Total shareholders' equity	2,968,285	2,936,723
Total liabilities and shareholders' equity	$ 12,694,736	$ 12,986,552

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Leases (Tables)

9 Months Ended

Oct. 31, 2019

Balance Sheet Classification of Leases [Abstract]

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

The following table presents the contractual maturities of the Company's operating lease liabilities as of October 31, 2019:

Fiscal year:
(in thousands)
2020 (remaining 3 months)	$	16,914
2021	65,146
2022	46,204
2023	36,642
2024	27,393
Thereafter	66,699
Total payments	$	258,998
Less amount of lease payments representing interest	(32,395		)
Total present value of lease payments	$	226,603

Schedule Of Assets And Liabilities Lease Table [Table Text Block]

The following amounts were recorded in the Company's Consolidated Balance Sheet as of October 31, 2019:

Operating leases	Balance sheet location	October 31, 2019
(in thousands)
Operating lease right-of-use assets	Other assets, net	$	227,875
Current operating lease liabilities	Accrued expenses and other liabilities	64,547
Non-current operating lease liabilities	Other long-term liabilities	162,056

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

Supplemental cash flow information related to the Company's operating leases is as follows:

Cash flow information	Nine months ended October 31, 2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	$	52,121
Non-cash right-of-use assets obtained in exchange for lease liabilities:	58,691

Lessee, Operating Lease, Disclosure [Table Text Block]

The weighted-average remaining lease term and discount rate were as follows as of October 31, 2019:

Operating lease term and discount rate	Operating Leases
Weighted-average remaining lease term	5.7 years
Weighted-average discount rate	4.8	%

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Consolidated Statement of Shareholders' Equity Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Common Stock, Shares, Issued at Jan. 31, 2018	59,246,000
Stockholders' Equity Balance at Jan. 31, 2018	$ 2,921,492	$ 89	$ 827,301	$ (940,124)	$ 2,745,934	$ 288,292
Issuance of treasury stock for benefit plan and equity-based awards exercised	(5,814)	0	(12,771)	6,957	0	0
Stock-based compensation expense	7,587	0	7,587	0	0	0
Other comprehensive income (loss)	(88,252)	0	0	0	0	(88,252)
Net income	$ 33,699	0	0	0	33,699	0
Common Stock, Shares, Issued at Apr. 30, 2018	59,246,000
Stockholders' Equity Balance at Apr. 30, 2018	$ 2,868,712	89	822,117	(933,167)	2,779,633	200,040
Common Stock, Shares, Issued at Jan. 31, 2018	59,246,000
Stockholders' Equity Balance at Jan. 31, 2018	$ 2,921,492	89	827,301	(940,124)	2,745,934	288,292
Other comprehensive income (loss)	(281,737)
Net income	$ 223,781
Common Stock, Shares, Issued at Oct. 31, 2018	59,246,000
Stockholders' Equity Balance at Oct. 31, 2018	$ 2,837,789	89	836,520	(975,090)	2,969,715	6,555
Common Stock, Shares, Issued at Apr. 30, 2018	59,246,000
Stockholders' Equity Balance at Apr. 30, 2018	$ 2,868,712	89	822,117	(933,167)	2,779,633	200,040
Issuance of treasury stock for benefit plan and equity-based awards exercised	220	0	(1,083)	1,303	0	0
Stock-based compensation expense	7,968	0	7,968	0	0	0
Other comprehensive income (loss)	(102,055)	0	0	0	0	(102,055)
Net income	$ 75,866	0	0	0	75,866	0
Common Stock, Shares, Issued at Jul. 31, 2018	59,246,000
Stockholders' Equity Balance at Jul. 31, 2018	$ 2,850,711	89	829,002	(931,864)	2,855,499	97,985
Repurchases of common stock	(43,798)	0	0	(43,798)	0	0
Issuance of treasury stock for benefit plan and equity-based awards exercised	(49)	0	(621)	572	0	0
Stock-based compensation expense	8,139	0	8,139	0	0	0
Other comprehensive income (loss)	(91,430)	0	0	0	0	(91,430)
Net income	$ 114,216	0	0	0	114,216	0
Common Stock, Shares, Issued at Oct. 31, 2018	59,246,000
Stockholders' Equity Balance at Oct. 31, 2018	$ 2,837,789	89	836,520	(975,090)	2,969,715	6,555
Common Stock, Shares, Issued at Jan. 31, 2019	59,246,000
Stockholders' Equity Balance at Jan. 31, 2019	$ 2,936,723	89	844,206	(1,037,872)	3,086,514	43,786
Repurchases of common stock	(35,681)	0	0	(35,681)	0	0
Issuance of treasury stock for benefit plan and equity-based awards exercised	(8,107)	0	(16,003)	7,896	0	0
Stock-based compensation expense	8,305	0	8,305	0	0	0
Other comprehensive income (loss)	(40,734)	0	0	0	0	(40,734)
Net income	$ 55,400	0	0	0	55,400	0
Common Stock, Shares, Issued at Apr. 30, 2019	59,246,000
Stockholders' Equity Balance at Apr. 30, 2019	$ 2,915,906	89	836,508	(1,065,657)	3,141,914	3,052
Common Stock, Shares, Issued at Jan. 31, 2019	59,246,000
Stockholders' Equity Balance at Jan. 31, 2019	$ 2,936,723	89	844,206	(1,037,872)	3,086,514	43,786
Other comprehensive income (loss)	(39,012)
Net income	$ 225,420
Common Stock, Shares, Issued at Oct. 31, 2019	59,246,000
Stockholders' Equity Balance at Oct. 31, 2019	$ 2,968,285	89	846,636	(1,195,148)	3,311,934	4,774
Common Stock, Shares, Issued at Apr. 30, 2019	59,246,000
Stockholders' Equity Balance at Apr. 30, 2019	$ 2,915,906	89	836,508	(1,065,657)	3,141,914	3,052
Repurchases of common stock	(82,011)	0	0	(82,011)	0	0
Issuance of treasury stock for benefit plan and equity-based awards exercised	(25)	0	(1,404)	1,379	0	0
Stock-based compensation expense	8,055	0	8,055	0	0	0
Other comprehensive income (loss)	(31,553)	0	0	0	0	(31,553)
Net income	$ 79,250	0	0	0	79,250	0
Common Stock, Shares, Issued at Jul. 31, 2019	59,246,000
Stockholders' Equity Balance at Jul. 31, 2019	$ 2,889,622	89	843,159	(1,146,289)	3,221,164	(28,501)
Repurchases of common stock	(49,300)	0	0	(49,300)	0	0
Issuance of treasury stock for benefit plan and equity-based awards exercised	245	0	(196)	441	0	0
Stock-based compensation expense	7,347	0	7,347	0	0	0
Adjustments to Additional Paid in Capital, Other	(3,674)	0	(3,674)	0	0	0
Other comprehensive income (loss)	33,275	0	0	0	0	33,275
Net income	$ 90,770	0	0	0	90,770	0
Common Stock, Shares, Issued at Oct. 31, 2019	59,246,000
Stockholders' Equity Balance at Oct. 31, 2019	$ 2,968,285	$ 89	$ 846,636	$ (1,195,148)	$ 3,311,934	$ 4,774

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Acquisition, Integration and Restructuring Expenses | Global Business Optimization Restructuring Activity (Details) - Global Business Optimization Program - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 2,881	$ 13,124	$ 14,311	$ 31,467
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance			14,798
Restructuring Charges	1,851	8,741	9,185	17,615
Payments for Restructuring			(14,858)
Restructuring Reserve, Translation and Other Adjustment			(293)
Restructuring Reserve - Ending Balance	8,832		8,832
Professional services
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance			631
Restructuring Charges	1,030	$ 4,383	5,126	$ 13,852
Payments for Restructuring			(5,721)
Restructuring Reserve, Translation and Other Adjustment			(23)
Restructuring Reserve - Ending Balance	13		13
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance			15,429
Restructuring Charges			14,311
Payments for Restructuring			(20,579)
Restructuring Reserve, Translation and Other Adjustment			(316)
Restructuring Reserve - Ending Balance	$ 8,845		$ 8,845

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Debt (Notes)

9 Months Ended

Oct. 31, 2019

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 5 — DEBT

The carrying value of the Company's outstanding debt consists of the following (in thousands):

As of:	October 31, 2019			January 31, 2019
Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022	$	500,000		$	500,000
Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027	500,000			500,000
Term Loans, interest rate of 2.84% and 3.99% at October 31, 2019 and January 31, 2019, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 7.26% and 8.05% at October 31, 2019 and January 31, 2019, respectively	116,895			102,271
Other long-term debt	6,973			15,817
Less—unamortized debt discount and debt issuance costs	(6,411		)	(7,166		)
	1,417,457			1,410,922
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(123,271		)	(110,368		)
Total long-term debt	$	1,294,186		$	1,300,554

Senior Notes

In January 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due February 15, 2022 (the "3.70% Senior Notes") and $500.0 million aggregate principal amount of 4.95% Senior Notes due February 15, 2027 (the "4.95% Senior Notes") (collectively the "2017 Senior Notes"). The Company pays interest on the 2017 Senior Notes semi-annually in arrears on February 15 and August 15 of each year. The interest rate payable on the 2017 Senior Notes will be subject to adjustment from time to time if the credit rating assigned to such series of notes changes. At no point will the interest rate be reduced below the interest rate payable on the notes on the date of the initial issuance or increase more than 2.00% above the interest rate payable on the notes of the series on the date of their initial issuance. The 2017 Senior Notes are senior unsecured obligations of the Company and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.

The Company, at its option, may redeem the 3.70% Senior Notes at any time prior to January 15, 2022 and the 4.95% Senior Notes at any time prior to November 15, 2026, in each case in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2017 Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Senior Notes to be redeemed, discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points for the 3.70% Senior Notes and 40 basis points for the 4.95% Senior Notes, plus the accrued and unpaid interest on the principal amount being redeemed up to the date of redemption. The Company may also redeem the 2017 Senior Notes, at any time in whole or from time to time in part, on or after January 15, 2022 for the 3.70% Senior Notes and November 15, 2026 for the 4.95% Senior Notes, in each case, at a redemption price equal to 100% of the principal amount of the 2017 Senior Notes to be redeemed.

Other Credit Facilities

The Company has a $1.5 billion revolving credit facility with a syndicate of banks (the “Credit Agreement”) which, among other things, provides for (i) a maturity date of May 15, 2024, (ii) an interest rate on borrowings, facility fees and letter of credit fees based on the Company’s debt rating, (iii) the ability to increase the facility to a maximum of $1.75 billion, subject to certain conditions and (iv) certain subsidiaries of the Company to be designated as borrowers. The applicable borrower will pay interest on advances under the Credit Agreement based on LIBOR (or similar interbank offered rates depending on currency draw) plus a predetermined margin that is based on the Company’s debt rating. There were no amounts outstanding under the Credit Agreement at October 31, 2019 and January 31, 2019.

The Company entered into a term loan credit agreement in November 2016 with a syndicate of banks (the "2016 Term Loan Credit Agreement") which provided for the borrowing of senior unsecured term loans in an original aggregate principal amount of up to $1.0 billion. The Company paid interest on advances under the 2016 Term Loan Credit Agreement at a variable rate based on LIBOR plus a predetermined margin based on the Company's debt rating. The Company had $300 million outstanding under the 2016 Term Loan Credit Agreement at January 31, 2019. On August 2, 2019, the Company entered into a new term loan credit agreement (the “2019 Term Loan Credit Agreement”), the proceeds of which were used to repay in full the amounts outstanding under the 2016 Term Loan Credit Agreement. The 2019 Term Loan Credit Agreement, among other things, (i) provides for a $300 million term loan credit facility with a maturity date of August 2, 2021, (ii) provides for an interest rate on the outstanding principal amount of the loan that is based on LIBOR plus a predetermined margin, and (iii) may be increased up to a total of $500 million, subject to certain conditions. The Company had $300.0 million outstanding under the 2019 Term Loan Credit Agreement at October 31, 2019.

The Company also has an agreement with a syndicate of banks (the “Receivables Securitization Program”) that allows the Company to transfer an undivided interest in a designated pool of U.S. accounts receivable, on an ongoing basis, to provide collateral for borrowings up to a maximum of $1.0 billion. The scheduled termination date of the agreement is April 16, 2021. Under this program, the Company

transfers certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $1.7 billion at both October 31, 2019 and January 31, 2019. As collections reduce accounts receivable balances included in the collateral pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. Interest is to be paid on advances under the Receivables Securitization Program at the applicable commercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under the Receivables Securitization Program at October 31, 2019 and January 31, 2019.

In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $394.9 million at October 31, 2019 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $116.9 million outstanding on these facilities at October 31, 2019, at a weighted average interest rate of 7.26%, and there was $102.3 million outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.

At October 31, 2019, the Company had also issued standby letters of credit of $32.0 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of certain of these letters of credit reduces the Company's borrowing availability under certain of the above-mentioned credit facilities.

Certain of the Company’s credit facilities contain limitations on the amounts of annual dividends and repurchases of common stock and require compliance with other obligations, warranties and covenants. The financial ratio covenants under these credit facilities include a maximum total leverage ratio and a minimum interest coverage ratio. At October 31, 2019, the Company was in compliance with all such financial covenants.

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Derivative Instruments (Notes)

9 Months Ended

Oct. 31, 2019

Derivatives [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

NOTE 9 — DERIVATIVE INSTRUMENTS

In the ordinary course of business, the Company is exposed to movements in foreign currency exchange rates. The Company's foreign currency risk management objective is to protect earnings and cash flows from the impact of exchange rate changes primarily through the use of foreign currency forward contracts and a cross-currency swap.

Net Investment Hedges

The Company has entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges. The Company entered into the net investment hedges to offset the risk of change in the U.S. dollar value of the Company's investment in a euro functional subsidiary due to fluctuating foreign exchange rates. Gains and losses on net investment hedges are recorded in other comprehensive income (loss) until the sale or substantially complete liquidation of the underlying assets of the Company's investment. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the Consolidated Statement of Income under a systematic and rational method over the life of the hedging instrument.

The aggregate notional values of the Company's outstanding net investment hedge contracts by year of maturity as of October 31, 2019 are as follows:

Fiscal Year:	Notional Value
(in millions)
2020 (remaining 3 months)	$	—
2021	21.6
2022	21.6
2023	267.0
2024	12.4
Thereafter	293.4
Total	$	616.0

The following tables present the effects of the Company's net investment hedges on accumulated other comprehensive income ("AOCI") and earnings for the three and nine months ended October 31, 2019:

	Three months ended October 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	13,490	$	—	$	3,381	Interest expense

	Nine months ended October 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	10,048	$	—	$	6,786	Interest expense

The Company had no net investment hedges outstanding during the three and nine months ended October 31, 2018.

Cash Flow Hedges

The Company has entered into a cross-currency swap to hedge its cash flows related to certain foreign-currency denominated debt which is designated as a cash flow hedge. The notional value of this swap was $4.5 million at October 31, 2019 and the swap has a maturity date of February 2020. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is initially reported as a component of other comprehensive income (loss). These gains and losses are subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged item.

The following tables present the effects of the Company's cash flow hedges on AOCI and earnings for the three and nine months ended October 31, 2019:

	Three months ended October 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	75	$	169		Interest expense
			(114		)	Other expense, net
Total	$	75	$	55

	Nine months ended October 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	220	$	457		Interest expense
			(315		)	Other expense, net
Total	$	220	$	142

The Company had no cash flow hedges outstanding during the three and nine months ended October 31, 2018.

Derivatives Not Designated as Hedges

The Company additionally utilizes forward contracts that are not designated as hedging instruments to hedge intercompany loans, accounts receivable and accounts payable. The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. The Company’s transactions in its foreign operations are denominated primarily in the following currencies: Australian dollar, British pound, Canadian dollar, Czech koruna, Danish krone, euro, Indian rupee, Indonesian rupiah, Mexican peso, Norwegian krone, Polish zloty, Singapore dollar, Swedish krona, Swiss franc and U.S. dollar.

The Company considers inventory as an economic hedge against foreign currency exposure in accounts payable in certain circumstances. This practice offsets such inventory against corresponding accounts payable denominated in currencies other than the functional currency of the subsidiary buying the inventory when determining the net exposure to be hedged using traditional forward contracts. Under this strategy, the Company would expect to increase or decrease selling prices for products purchased in foreign currencies based on fluctuations in foreign currency exchange rates affecting the underlying accounts payable. To the extent the Company incurs a foreign currency exchange loss (gain) on the underlying accounts payable denominated in the foreign currency, a corresponding increase (decrease) in gross profit would be expected as the related inventory is sold. This strategy can result in a certain degree of quarterly earnings volatility as the underlying accounts payable is remeasured using the foreign currency exchange rate prevailing at the end of each period, or settlement date if earlier, whereas the corresponding increase (decrease) in gross profit is not realized until the related inventory is sold.

The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated accounts receivable and accounts payable as a component of “cost of products sold” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged accounts receivable or accounts payable. The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated financing transactions as a component of “other expense, net,” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged loans. The gains and losses on the Company's foreign currency forward contracts are largely offset by the change in the fair value of the underlying hedged assets or liabilities.

The total amount of gains (losses) recognized in earnings on the Company's derivatives not designated as hedges for the three and nine months ended October 31, 2019 and 2018 are as follows:

		Gains (losses) recognized in earnings
		Three months ended October 31,						Nine months ended October 31,
Derivatives not designated as hedges	Income statement location	2019			2018			2019			2018
(in millions)
Foreign currency forward contracts	Cost of products sold	$	(3.0	)	$	10.4		$	—		$	22.5
Foreign currency forward contracts	Other expense, net	3.2			(31.9		)	(0.1		)	(43.4		)
Total		$	0.2		$	(21.5	)	$	(0.1	)	$	(20.9	)

The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended October 31, 2019 and 2018 were approximately $1.1 billion and $1.5 billion, respectively, with average maturities of 28 days and 24 days, respectively. The Company's average notional amounts of derivatives not designated as hedges outstanding during the nine months ended October 31, 2019 and 2018 were approximately $1.2 billion and $1.4 billion, respectively, with average maturities of 26 days and 27 days, respectively. As discussed above, under the Company's hedging policies, gains and losses on these derivative financial instruments are largely offset by the gains and losses on the underlying assets or liabilities being hedged.

The Company’s derivatives are also discussed in Note 8 – Fair Value Measurements.

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Leases | Supplemental Cash Flow Information Pertaining to Leases (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2019 USD ($)
Supplemental Cash Flow Information Pertaining to Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 52,121
Non-cash right-of-use asset obtained in exchange for lease liability	$ 58,691

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Derivative Instruments | Derivatives not Designated as Hedges (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ 0.2	$ (21.5)	$ (0.1)	$ (20.9)
Cost of Products Sold [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	(3.0)	10.4	0.0	22.5
Other Income (Expense) [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ 3.2	$ (31.9)	$ (0.1)	$ (43.4)

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Shareholders' Equity | Components of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	$ (28,501)	$ 97,985	$ 43,786	$ 288,292
Other comprehensive income (loss), before reclassification	33,330	(91,430)	(38,870)	(276,664)
Reclassification of (gain) loss form AOCI into income	(55)	0	(142)	(5,073)
Accumulated other comprehensive income (loss) balance	4,774	6,555	4,774	6,555
Foreign currency translation adjustment, net of taxes
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	(28,559)	97,985	43,786	288,292
Other comprehensive income (loss), before reclassification	33,255	(91,430)	(39,090)	(276,664)
Reclassification of (gain) loss form AOCI into income	0	0	0	(5,073)
Accumulated other comprehensive income (loss) balance	4,696	6,555	4,696	6,555
Unrealized gains (losses) on cash flow hedges, net of taxes
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	58	0	0	0
Other comprehensive income (loss), before reclassification	75	0	220	0
Reclassification of (gain) loss form AOCI into income	(55)	0	(142)	0
Accumulated other comprehensive income (loss) balance	$ 78	$ 0	$ 78	$ 0

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Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 7,347	$ 8,139	$ 23,707	$ 23,694
Number of Shares Authorized	2,000,000.0		2,000,000.0
Number of Shares Available for Grant	1,700,000		1,700,000
Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Award Vesting Period			3 years
Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Award Vesting Period			1 year
Restricted Stock Units (RSUs)
Stock-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Nonvested at January 31, 2019			649,122
Granted			228,528
Vested			(263,334)
Canceled			(29,851)
Nonvested at October 31, 2019	584,465		584,465
Performance Based Restricted Stock Units (PSRUs)
Stock-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Nonvested at January 31, 2019			293,216
Granted			108,771
Vested			(16,996)
Canceled			(18,648)
Nonvested at October 31, 2019	366,343		366,343

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Debt (Details) - USD ($) $ in Thousands	Oct. 31, 2019	Jan. 31, 2019	Jan. 31, 2017
Debt Instrument
Other Long-term Debt	$ 6,973	$ 15,817
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	(6,411)	(7,166)
Debt and Lease Obligation	1,417,457	1,410,922
Less-current maturities (included as Revolving credit loans and current portion of long-term debt, net)	(123,271)	(110,368)
Long-term Debt and Lease Obligation	1,294,186	1,300,554
Senior Notes
Debt Instrument
Senior Notes, net	994,000	992,800
Senior Notes | 3.70% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	500,000	500,000	$ 500,000
Senior Notes | 4.95% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	500,000	500,000	$ 500,000
Term Loan
Debt Instrument
Loans Payable	300,000	300,000
Other Committed And Uncommitted Revolving Credit Facilities
Debt Instrument
Revolving Credit Loan	116,895	102,271
Fair Value, Inputs, Level 1 | Senior Notes
Debt Instrument
Debt Instrument, Fair Value Disclosure	$ 1,050,000	$ 988,000

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Derivative Instruments | Cash Flow Hedges - Impact on AOCI (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 31, 2019	Oct. 31, 2019
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) recognized in other comprehensive income (loss)	$ 75	$ 220
Gain (loss) reclassified from AOCI into income	55	142
Interest Expense
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) reclassified from AOCI into income	169	457
Other Nonoperating Income (Expense) [Member]
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) reclassified from AOCI into income	$ (114)	$ (315)

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Fair Value Measurements (Tables)

9 Months Ended

Oct. 31, 2019

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair Value, Assets Measured on Recurring Basis

The following table summarizes the valuation of the Company's assets and liabilities that are measured at fair value on a recurring basis:

		October 31, 2019				January 31, 2019
		Fair value measurement category				Fair value measurement category
	Balance sheet location	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
(in thousands)
ASSETS
Net investment hedges:
Foreign currency forward contracts	Prepaid expenses and other assets		$	527			$	—
Foreign currency forward contracts	Other assets, net		16,307				—
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		133				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		2,992				3,830
LIABILITIES
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		$	238			$	—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		5,268				6,641

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Segment Information (Notes)

9 Months Ended

Oct. 31, 2019

Segment Reporting [Abstract]

Segment Reporting

NOTE 13 — SEGMENT INFORMATION

The Company operates predominantly in a single industry segment as a distributor of technology products, logistics management, and other value-added services. While the Company operates primarily in one industry, it is managed based on three geographic segments: the Americas, Europe and Asia-Pacific. The Company does not consider stock-based compensation expense in assessing the performance of its operating segments, and therefore the Company excludes stock-based compensation expense from segment information. The accounting policies of the segments are the same as those described in Note 1 – Business and Summary of Significant Accounting Policies.

Financial information by geographic segment is as follows (in thousands):

	Three months ended October 31,						Nine months ended October 31,
	2019			2018			2019			2018
Net sales:
Americas (1)	$	4,202,320		$	4,137,852		$	12,308,249		$	11,799,389
Europe	4,622,270			4,920,156			13,371,397			14,130,985
Asia-Pacific	294,354			282,021			937,966			844,075
Total	$	9,118,944		$	9,340,029		$	26,617,612		$	26,774,449
Operating income:
Americas (2), (3), (4)	$	82,420		$	112,399		$	244,138		$	261,671
Europe (5), (6), (7)	66,536			39,889			140,605			86,292
Asia-Pacific	279			2,739			3,223			3,480
Stock-based compensation expense	(7,347		)	(8,139		)	(23,707		)	(23,694		)
Total	$	141,888		$	146,888		$	364,259		$	327,749
Depreciation and amortization:
Americas	$	24,163		$	23,394		$	71,602		$	70,244
Europe	11,763			13,679			35,294			42,686
Asia-Pacific	2,041			2,169			5,830			6,711
Total	$	37,967		$	39,242		$	112,726		$	119,641
Capital expenditures:
Americas	$	11,191		$	11,493		$	29,989		$	24,105
Europe	6,373			4,742			19,158			13,821
Asia-Pacific	576			1,195			2,503			2,227
Total	$	18,140		$	17,430		$	51,650		$	40,153

As of:	October 31, 2019		January 31, 2019
Identifiable assets:
Americas	$	5,670,555	$	5,402,316
Europe	6,420,274		6,970,822
Asia-Pacific	603,907		613,414
Total	$	12,694,736	$	12,986,552
Long-lived assets:
Americas (1)	$	219,300	$	217,863
Europe	51,051		52,162
Asia-Pacific	4,662		4,892
Total	$	275,013	$	274,917
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,045,627	$	1,083,699
Europe	545,625		575,776
Asia-Pacific	55,495		60,154
Total	$	1,646,747	$	1,719,629

(1) Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended October 31, 2019 and 2018 and 90% of the total Americas' net sales for both the nine months ended October 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both October 31, 2019 and January 31, 2019.

(2) Operating income in the Americas for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.5 million and $6.0 million, respectively. Operating income in the Americas for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.8 million and $19.0 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

(3) Operating income in the Americas includes a gain related to legal settlements and other, net, of $7.2 million for the three months ended October 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $15.4 million for the nine months ended October 31, 2019 and 2018, respectively (see further discussion in Note 1 – Business and Summary of Significant Accounting Policies).

(4) Operating income in the Americas for the three and nine months ended October 31, 2018 includes a benefit of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible.

(5) Operating income in Europe for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.0 million and $13.1 million, respectively. Operating income in Europe for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.2 million and $44.4 million, respectively.

(6) Operating income in Europe for the three and nine months ended October 31, 2018 includes expenses of $5.5 million and $6.5 million, respectively, related to the recognition of certain tax indemnification liabilities (see further discussion in Note 6 – Income Taxes).

(7)

Operating income in Europe for both the three and nine months ended October 31, 2019 includes a gain on disposal of a subsidiary of $1.4 million. Operating income in Europe for the nine months ended October 31, 2018 includes a gain on disposal of a subsidiary of $6.7 million (see further discussion in Note 4 – Gain on Disposal of Subsidiary).

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Earnings Per Share (Tables)

9 Months Ended

Oct. 31, 2019

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Schedule of Earnings Per Share, Basic and Diluted

The composition of basic and diluted EPS is as follows:

	Three months ended October 31,				Nine months ended October 31,
	2019		2018		2019		2018
(in thousands, except per share data)
Net income	$	90,770	$	114,216	$	225,420	$	223,781
Weighted average common shares - basic	35,720		38,358		36,395		38,357
Effect of dilutive securities:
Equity based awards	248		168		235		202
Weighted average common shares - diluted	35,968		38,526		36,630		38,559
Earnings per share:
Basic	$	2.54	$	2.98	$	6.19	$	5.83
Diluted	$	2.52	$	2.96	$	6.15	$	5.80

For the three months ended October 31, 2019 and 2018, there were 485 and 45,072 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the nine months ended October 31, 2019 and 2018, there were 485 and 43,783 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive.