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 April 30, 2020

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 May 28, 2020
Common stock, par value $.0015 per share	35,658,571

1

TECH DATA CORPORATION AND SUBSIDIARIES

Form 10-Q for the Three Months Ended April 30, 2020

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Consolidated Balance Sheet	3
	Consolidated Statement of Income	4
	Consolidated Statement of Comprehensive (Loss) Income	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	24
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	41
ITEM 4.	Controls and Procedures	42
PART II.	OTHER INFORMATION	43
ITEM 1.	Legal Proceedings	43
ITEM 1A.	Risk Factors	43
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
ITEM 3.	Defaults Upon Senior Securities	44
ITEM 4.	Mine Safety Disclosures	44
ITEM 5.	Other Information	44
ITEM 6.	Exhibits	45
SIGNATURES		46

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)

	April 30, 2020			January 31, 2020
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	828,941		$	841,366
Accounts receivable, less allowances of $80,400 and $79,440	5,367,227			6,192,203
Inventories	3,066,273			3,042,541
Prepaid expenses and other assets	388,790			362,182
Total current assets	9,651,231			10,438,292
Property and equipment, net	280,736			287,150
Goodwill	975,923			973,257
Intangible assets, net	1,052,033			1,094,676
Other assets, net	416,685			475,234
Total assets	$	12,376,608		$	13,268,609
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,393,221		$	7,259,246
Accrued expenses and other liabilities	1,122,656			1,112,457
Revolving credit loans and current maturities of long-term debt, net	108,157			112,882
Total current liabilities	7,624,034			8,484,585
Long-term debt, less current maturities	1,337,541			1,338,136
Other long-term liabilities	308,542			326,433
Total liabilities	9,270,117			10,149,154
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at April 30, 2020 and January 31, 2020	89			89
Additional paid-in capital	838,882			855,020
Treasury stock, at cost (23,587,200 and 23,819,230 shares at April 30, 2020 and January 31, 2020)	(1,186,461		)	(1,198,132		)
Retained earnings	3,509,079			3,461,014
Accumulated other comprehensive (loss) income	(55,098		)	1,464
Total shareholders' equity	3,106,491			3,119,455
Total liabilities and shareholders' equity	$	12,376,608		$	13,268,609

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 April 30,
	2020		2019
Net sales	$	8,175,174	$	8,406,424
Cost of products sold	7,643,515		7,897,045
Gross profit	531,659		509,379
Operating expenses:
Selling, general and administrative expenses	427,863		405,534
Acquisition, integration and restructuring expenses	17,681		6,221
	445,544		411,755
Operating income	86,115		97,624
Interest expense	17,034		26,257
Other expense (income), net	8,948		(693		)
Income before income taxes	60,133		72,060
Provision for income taxes	12,068		16,660
Net income	$	48,065	$	55,400
Earnings per share:
Basic	$	1.35	$	1.50
Diluted	$	1.34	$	1.49
Weighted average common shares outstanding:
Basic	35,688		37,011
Diluted	36,002		37,247

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 (LOSS) INCOME

(In thousands)

(Unaudited)

	Three months ended April 30,
	2020			2019
Net income	$	48,065		$	55,400
Other comprehensive loss:
Foreign currency translation adjustment, net of tax	(56,547		)	(40,523		)
Unrealized loss on cash flow hedges, net of tax	(15		)	(211		)
Other comprehensive loss	(56,562		)	(40,734		)
Total comprehensive (loss) income	$	(8,497	)	$	14,666

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, 2020	59,246	$	89	$	855,020		$	(1,198,132	)	$	3,461,014	$	1,464		$	3,119,455
Issuance of treasury stock for benefit plan and equity-based awards exercised	—	—		(22,445		)	11,671			—		—			(10,774		)
Stock-based compensation expense	—	—		6,307			—			—		—			6,307
Total other comprehensive loss	—	—		—			—			—		(56,562		)	(56,562		)
Net income	—	—		—			—			48,065		—			48,065
Balance at April 30, 2020	59,246	$	89	$	838,882		$	(1,186,461	)	$	3,509,079	$	(55,098	)	$	3,106,491

	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

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)

	Three months ended April 30,
	2020			2019
Cash flows from operating activities:
Cash received from customers	$	11,386,818		$	11,913,347
Cash paid to vendors and employees	(11,356,142		)	(11,800,318		)
Interest paid, net	(30,207		)	(35,101		)
Income taxes paid	(8,198		)	(14,739		)
Net cash (used in) provided by operating activities	(7,729		)	63,189
Cash flows from investing activities:
Expenditures for property and equipment	(5,596		)	(7,745		)
Software and software development costs	(13,944		)	(7,534		)
Proceeds from settlement of net investment hedges	44,377			—
Other	(764		)	(548		)
Net cash provided by (used in) investing activities	24,073			(15,827		)
Cash flows from financing activities:
Principal borrowings (payments) on long-term debt	4,515			(5,224		)
Cash paid for debt issuance costs	—			(1,028		)
Net (repayments) borrowings on revolving credit loans	(472		)	14,227
Payments for employee tax withholdings on equity awards	(10,774		)	(8,602		)
Proceeds from the reissuance of treasury stock	—			495
Repurchases of common stock	—			(35,681		)
Other	(563		)	—
Net cash used in financing activities	(7,294		)	(35,813		)
Effect of exchange rate changes on cash and cash equivalents	(21,475		)	(13,172		)
Net decrease in cash and cash equivalents	(12,425		)	(1,623		)
Cash and cash equivalents at beginning of year	841,366			799,123
Cash and cash equivalents at end of period	$	828,941		$	797,500
Reconciliation of net income to net cash (used in) provided by operating activities:
Net income	$	48,065		$	55,400
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	41,991			37,257
Provision for losses on accounts receivable	10,832			1,765
Stock-based compensation expense	6,307			8,305
Accretion of debt discount and debt issuance costs	847			860
Changes in operating assets and liabilities:
Accounts receivable	690,145			751,836
Inventories	(60,180		)	2,450
Prepaid expenses and other assets	(37,739		)	1,763
Accounts payable	(752,022		)	(706,381		)
Accrued expenses and other liabilities	44,025			(90,066		)
Total adjustments	(55,794		)	7,789
Net cash (used in) provided by operating activities	$	(7,729	)	$	63,189

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 (other than shares held by the Company as treasury stock or held by certain affiliates of the Apollo Funds) for $145 per share in cash (the “Merger”).

On February 12, 2020, the Company held a special meeting of shareholders. At such meeting, the Merger Agreement was approved and adopted by a majority of the outstanding shares of the Company’s common stock entitled to vote thereon. The Company has received all regulatory approvals necessary to complete the Merger, except for the approval of the Australian Foreign Investment Review Board (“AFIRB”), which has the matter under consideration. The Company and Apollo are still targeting a closing in the first half of calendar year 2020, although this timing may shift based on the timeline for receipt of Australian regulatory approval. The Company and Apollo expect to proceed with closing the transaction promptly after the final approval from the AFIRB is received, taking into account the timing requirements of the Merger Agreement, including the Marketing Period (as defined in the Merger Agreement).

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 April 30, 2020 and its consolidated statements of income, comprehensive (loss) income, shareholders' equity and cash flows for the three months ended April 30, 2020 and 2019.

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.

Furthermore, in March 2020, the World Health Organization declared the outbreak of the 2019 novel coronavirus ("COVID-19") a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility, impacting customer demand and impeding global supply chains. The Company cannot at this time accurately predict what effects these conditions will have on its operations and financial condition, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity and duration of the pandemic, the effect on its customers and customer demand and the length of the restrictions and closures imposed by various governments. Therefore, the results of operations for the three months ended April 30, 2020 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2021.

8

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 and 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 11 – 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 months ended April 30, 2020 and 2019 (as a percent of consolidated net sales):

	Three months ended April 30,
	2020	2019
Apple, Inc.	14%	13%
Cisco Systems, Inc.	12%	11%
HP Inc.	11%	10%

Accounts Receivable

The Company maintains an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of its customers to make required payments. In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis.

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 April 30, 2020 and January 31, 2020, the Company had a total of $569.0 million and $739.2 million, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the three months ended April 30, 2020 and 2019, discount fees recorded under these facilities were $3.1 million and $3.7 million, respectively. These discount fees are included as a component of "other expense (income), net" in the Consolidated Statement of Income.

Recently Adopted 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

9

from historical experience. The Company adopted this standard during the quarter ending April 30, 2020. The adoption of this standard had no material impact on its consolidated financial statements.

Recently Issued Accounting Standards

In December 2019, the FASB issued an accounting standard which simplifies and clarifies various aspects of the income tax accounting guidance. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2021, with early adoption permitted. Certain amendments should be applied prospectively, while other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this new standard.

In March 2020, the FASB issued an accounting standard which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. This guidance provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform, if certain criteria are met. The amendments in the guidance are elective and were effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of this new standard.

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.

10

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 6 – Stock-Based Compensation for further discussion) using the treasury stock method. The composition of basic and diluted EPS is as follows:

	Three months ended April 30,
	2020		2019
(in thousands, except per share data)
Net income	$	48,065	$	55,400
Weighted average common shares - basic	35,688		37,011
Effect of dilutive securities:
Equity based awards	314		236
Weighted average common shares - diluted	36,002		37,247
Earnings per share:
Basic	$	1.35	$	1.50
Diluted	$	1.34	$	1.49

For the three months ended April 30, 2020 there were no shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the three months ended April 30, 2019 there were 322 shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

11

NOTE 3 — ACQUISITIONS

DLT Acquisition

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 preliminary purchase price of approximately $210 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.

The Company has accounted for the DLT acquisition as a business combination and allocated the preliminary estimated purchase price to the estimated fair values of assets acquired and liabilities assumed. The Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily related to the final assessment and valuation of certain other assets acquired and liabilities assumed, including accounts receivable, deferred taxes, accrued expenses and other liabilities. Therefore, the final fair values of the assets acquired and liabilities assumed may vary from the Company's preliminary estimates. During the three months ended April 30, 2020, the Company updated its estimated fair values of certain assets acquired and liabilities assumed, including an increase in goodwill of $15 million and a decrease in intangible assets of $15 million.

The preliminary allocation of the estimated purchase price to assets acquired and liabilities assumed is as follows:

(in thousands)
Cash	$	545
Accounts receivable	219,543
Prepaid expenses and other current assets	22,832
Property and equipment, net	4,207
Goodwill	97,481
Intangible assets	211,400
Other assets, net	52,539
Total assets	608,547
Accounts payable, accrued expenses and other current liabilities	297,833
Revolving credit loans and other long-term debt	91,026
Other long-term liabilities	9,220
Total liabilities	398,079
Estimated purchase price	$	210,468

The allocation of the value of identifiable intangible assets is comprised of approximately $193.0 million of customer and vendor relationships with an amortization period of 15 years and $18.4 million of trade names with an amortization period of 10 years. Goodwill is the excess of the consideration transferred over the net assets recognized and primarily represents the expected cost synergies of the combined company and assembled workforce and is expected to be deductible for tax purposes. Pro forma information has not been provided as the acquisition was not material to the Company's consolidated financial position or results of operations.

12

NOTE 4 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the Global Business Optimization Program which was initiated in fiscal 2019, the proposed Merger and the fiscal 2020 acquisition of DLT.

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 cumulative cash charges through fiscal 2021 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 costs related to the GBO Program are comprised of the following:

	Three months ended April 30,				Cumulative Amounts Incurred to Date
	2020		2019
(in thousands)
Severance costs	$	1,379	$	4,147	$	39,773
Professional services and other costs	290		2,074		21,808
Total	$	1,669	$	6,221	$	61,581

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

	Three months ended April 30,					Cumulative Amounts Incurred to Date
	2020			2019
(in thousands)
Americas	$	1,017		$	2,911	$	20,994
Europe	(251		)	3,024		37,165
Asia-Pacific	903			286		3,422
Total	$	1,669		$	6,221	$	61,581

Restructuring activity during the three months ended April 30, 2020 related to the GBO Program is as follows:

	Three months ended April 30, 2020
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2020	$	8,718		$	17		$	8,735
Fiscal 2021 restructuring expenses	1,379			290			1,669
Cash payments	(4,187		)	(302		)	(4,489		)
Foreign currency translation	(165		)	(1		)	(166		)
Balance at April 30, 2020	$	5,745		$	4		$	5,749

Pending Merger and DLT Acquisition

During the three months ended April 30, 2020, the Company incurred professional services and other transaction related costs of $15.1 million related to the proposed Merger and $0.9 million related to the acquisition of DLT. The costs are primarily related to professional services fees for operational, tax, legal and other consulting services.

13

NOTE 5 — DEBT

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

As of:	April 30, 2020			January 31, 2020
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 Loan, interest rate of 1.45% and 2.70% at April 30, 2020 and January 31, 2020, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 6.17% and 6.79% at April 30, 2020 and January 31, 2020, respectively	104,563			108,449
Other long-term debt	46,681			48,547
Less—unamortized debt discount and debt issuance costs	(5,546		)	(5,978		)
	1,445,698			1,451,018
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(108,157		)	(112,882		)
Total long-term debt	$	1,337,541		$	1,338,136

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.

On March 10, 2020, Tiger Merger Sub Co., an affiliate of certain investment funds managed by affiliates of Apollo, launched an offer to purchase for cash any and all of the Company’s outstanding 3.70% Senior Notes and any and all of the Company’s outstanding 4.95% Senior Notes and a consent solicitation to amend the indenture and global securities establishing the 3.70% Senior Notes and the 4.95% Senior Notes to (i) eliminate the requirement to make a “change of control” offer in connection with the proposed merger of Tiger Merger Sub Co. into the Company pursuant to the Merger Agreement and (ii) make certain other customary changes for a privately-held company to the “change of control” provisions (the “Proposed Amendments”). Concurrently with, but separate from, the aforementioned offer to purchase and consent solicitation, Tiger Merger Sub Co. launched a consent solicitation for the Proposed Amendments for holders of the 4.95% Senior Notes. On March 24, 2020, Tiger Merger Sub Co. announced that the requisite more than 50% of consents were received to adopt the Proposed Amendments. The aforementioned consent solicitations were conducted by Tiger Merger Sub Co. pursuant to the terms of, and subject to the conditions set forth in, the offer to purchase and consent solicitation statement, dated March 10, 2020 (the “Offer to Purchase and Consent Solicitation”), and the separate consent solicitation statement, dated March 10, 2020 (the “4.95% Consent Solicitation” and, together with the Offer to Purchase and Consent Solicitation, the “Offer to Purchase and Consent Solicitation Statements”). On March 24, 2020, the Company entered into a Supplemental Indenture with respect to the Indenture and Global Security for the 3.70% Senior Notes (the “3.70% Supplemental Indenture”) and a Supplemental Indenture with respect to the Indenture and Global Security for the 4.95% Senior Notes (the “4.95% Supplemental Indenture” and, together with the 3.70% Supplemental Indenture, the “Supplemental Indentures”) effecting the Proposed Amendments.

The Proposed Amendments implemented by the Supplemental Indentures will become operative with respect to the 2017 Senior Notes only at such time as the following conditions are satisfied or otherwise waived, if applicable, by Tiger Merger Sub Co.: (1) the 2017 Senior Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by Tiger Merger Sub Co. in accordance with the terms of the Offer to Purchase and Consent Solicitation Statements (and, in the case of the 4.95% Senior Notes, when Tiger Merger Sub Co. provides notice that it will pay the consent fee as part of the 4.95% Consent Solicitation) and (2) the other conditions to the consent solicitations set forth in the Offer to Purchase and Consent Solicitation Statements, including the substantially concurrent consummation of the Merger, have been satisfied.

14

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 April 30, 2020 and January 31, 2020.

On August 2, 2019, the Company entered into a term loan credit agreement (the “2019 Term Loan Credit Agreement”) which, 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 million outstanding under the 2019 Term Loan Credit Agreement at both April 30, 2020 and January 31, 2020.

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 $1.6 billion at both April 30, 2020 and January 31, 2020. 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 April 30, 2020 and January 31, 2020.

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 $458.2 million at April 30, 2020 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $104.6 million outstanding on these facilities at April 30, 2020, at a weighted average interest rate of 6.17%, and there was $108.4 million outstanding at January 31, 2020, at a weighted average interest rate of 6.79%.

At April 30, 2020, the Company had also issued standby letters of credit of $39.6 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 April 30, 2020, the Company was in compliance with all such financial covenants.

15

NOTE 6 — STOCK-BASED COMPENSATION

The Company recorded $6.3 million and $8.3 million, respectively, of stock-based compensation expense for the three months ended April 30, 2020 and 2019.

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 April 30, 2020. 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 ten 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 three months ended April 30, 2020 is as follows:

	Shares
Nonvested at January 31, 2020	574,980
Vested	(231,256	)
Canceled	(2,409	)
Nonvested at April 30, 2020	341,315

Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, upon closing of the Merger all nonvested RSU’s will vest and be cancelled and converted into the right to receive an amount of $145 per share in cash.

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 three months ended April 30, 2020 is as follows:

	Shares
Nonvested at January 31, 2020	363,563
Vested	(87,985	)
Canceled	(34,305	)
Nonvested at April 30, 2020	241,273

Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, upon closing of the Merger nonvested PRSU’s will be cancelled and converted into the right to receive an amount of $145 per share in cash determined as follows: (i) for PRSU’s granted during fiscal 2019, the number of shares shall equal 130% of the target shares granted and (ii) for PRSU’s granted during fiscal 2020, the number of shares shall equal 110% of the target shares granted.

16

NOTE 7 — 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:

		April 30, 2020				January 31, 2020
		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		$	—			$	812
Foreign currency forward contracts	Other assets, net		—				24,933
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		—				124
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		3,113				3,675
LIABILITIES
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		$	—			$	492
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		4,480				5,916

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 8 – 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 (income), 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 $38.2 million and $38.3 million, respectively, at April 30, 2020 and $41.1 million and $41.0 million, respectively, at January 31, 2020.

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 $983 million and $1.04 billion, respectively, at April 30, 2020 and January 31, 2020 and the carrying value was $994.9 million and $994.3 million, respectively, at April 30, 2020 and January 31, 2020. 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).

17

NOTE 8 — 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 has been 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

In fiscal 2020, the Company entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which were 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. The Company terminated these net investment hedge contracts during the three months ended April 30, 2020. Gains and losses on the net investment hedges have been recorded in other comprehensive income (loss) and will remain in other comprehensive income (loss) until the sale or substantial liquidation of the underlying assets of the Company's investment. The initial fair value of hedge components excluded from the assessment of effectiveness has been recognized in the Consolidated Statement of Income. The Company classifies cash flows related to the settlement of its net investment hedges as investing activities in the Consolidated Statement of Cash Flows.

The following tables present the effects of the Company's net investment hedges on accumulated other comprehensive income ("AOCI") and earnings for the three months ended April 30, 2020 and 2019:

	Three months ended April 30, 2020
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	$	24,934	$	—	$	3,316	Interest expense

	Three months ended April 30, 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	$	2,496	$	—	$	316	Interest expense

Cash Flow Hedges

The Company entered into a cross-currency swap to hedge its cash flows related to certain foreign-currency denominated debt which was designated as a cash flow hedge. The notional value of this swap was $4.5 million at January 31, 2020 and the swap matured in February 2020. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges was initially reported as a component of other comprehensive income (loss). Gains and losses were subsequently reclassified into earnings in the same period during which the hedged transaction affected earnings and have been presented in the same income statement line item as the earnings effect of the hedged item. The Company has classified cash flows related to the settlement of its cash flow hedges as financing activities in the Consolidated Statement of Cash Flows.

The following tables present the effects of the Company's cash flow hedges on AOCI and earnings for the three months ended April 30, 2020 and 2019:

	Three months ended April 30, 2020
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	$	402	$	(90	)	Interest expense
			507			Other expense (income), net
Total	$	402	$	417

18

	Three months ended April 30, 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	$	(575	)	$	120		Interest expense
				(484		)	Other expense (income), net
Total	$	(575	)	$	(364	)

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 (income), 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 Company classifies cash flows related to the settlement of forward contracts that are not designated as hedging instruments as operating activities in the Consolidated Statement of Cash Flows.

The total amount of gains (losses) recognized in earnings on the Company's derivatives not designated as hedges for the three months ended April 30, 2020 and 2019 are as follows:

		Gains (losses) recognized in earnings
		Three months ended April 30,
Derivatives not designated as hedges	Income statement location	2020			2019
(in millions)
Foreign currency forward contracts	Cost of products sold	$	8.2		$	0.9
Foreign currency forward contracts	Other expense (income), net	(14.1		)	(0.3		)
Total		$	(5.9	)	$	0.6

The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended April 30, 2020 and 2019 were approximately $1.3 billion and $1.3 billion, respectively, with average maturities of 22 days and 24 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 7 – Fair Value Measurements.

19

NOTE 9 — 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.

As of April 30, 2020, the Company had $222.8 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.

The Company’s common share issuance activity for the three months ended April 30, 2020 is summarized as follows:  

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2020	23,819,230		$	50.30
Shares of treasury stock reissued for equity incentive plans	(232,030	)
Treasury stock balance at April 30, 2020	23,587,200		$	50.30

Accumulated Other Comprehensive Income

The following tables summarize the change in the components of AOCI for the three months ended April 30, 2020 and 2019:

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2020	$	1,449		$	15		$	1,464
Other comprehensive income (loss) before reclassification	(56,547		)	402			(56,145		)
Reclassification of (gain) loss from AOCI into income	—			(417		)	(417		)
Balance at April 30, 2020	$	(55,098	)	$	—		$	(55,098	)

	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	(40,523		)	(575		)	(41,098		)
Reclassification of (gain) loss from AOCI into income	—			364			364
Balance at April 30, 2019	$	3,263		$	(211	)	$	3,052

20

NOTE 10 — 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 $14.3 million at April 30, 2020. 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. 

The French Autorité de la Concurrence (“Competition Authority”) began in 2013 an investigation into the French market for certain products of Apple, Inc., for which the Company is a distributor. In March 2020, the Competition Authority imposed fines on the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The fine imposed on the Company was €76 million. The Company has vigorously contested the arguments of the Competition Authority, and the Company intends to appeal its determination to the French courts, seeking to set aside or reduce the fine. The Company believes it has strong arguments on appeal, but the Company is unable to predict the outcome, among other reasons because of the novelty of the case and the unprecedented size of the fines imposed for this kind of practice, or how long it will take to achieve a final resolution. Under French law, however, the pendency of the Company’s appeal does not suspend the obligation to pay the fine, and the Company expects that it will be required to pay the full fine assessed by the Competition Authority before the Company’s appeal is finally determined. At this time, the Company cannot reasonably estimate the amount of loss in these proceedings and therefore has not accrued for any loss.

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.

21

NOTE 11 — 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 April 30,
	2020			2019
Net sales:
Americas (1)	$	3,944,760		$	3,789,198
Europe	3,971,130			4,309,500
Asia-Pacific	259,284			307,726
Total	$	8,175,174		$	8,406,424
Operating income (loss):
Americas (2)	$	49,783		$	68,633
Europe	45,884			36,420
Asia-Pacific	(3,245		)	876
Stock-based compensation expense	(6,307		)	(8,305		)
Total	$	86,115		$	97,624
Depreciation and amortization:
Americas	$	28,213		$	23,649
Europe	11,992			11,510
Asia-Pacific	1,786			2,098
Total	$	41,991		$	37,257
Capital expenditures:
Americas	$	9,385		$	8,272
Europe	8,880			6,127
Asia-Pacific	1,275			880
Total	$	19,540		$	15,279

22

As of:	April 30, 2020		January 31, 2020
Identifiable assets:
Americas	$	5,494,992	$	6,147,771
Europe	6,391,331		6,518,761
Asia-Pacific	490,285		602,077
Total	$	12,376,608	$	13,268,609
Long-lived assets:
Americas (1)	$	226,234	$	231,401
Europe	50,124		51,331
Asia-Pacific	4,378		4,418
Total	$	280,736	$	287,150
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,321,621	$	1,339,375
Europe	517,584		541,102
Asia-Pacific	51,159		54,090
Total	$	1,890,364	$	1,934,567

(1) Net sales in the United States represented 89% and 88%, respectively, of the total Americas' net sales for the three months ended April 30, 2020 and 2019. Total long-lived assets in the United States represented 97% and 96%, respectively, of the Americas' total long-lived assets at April 30, 2020 and January 31, 2020.

(2) Operating income in the Americas for the three months ended April 30, 2020 and 2019 includes acquisition, integration and restructuring expenses of $17.0 million and $2.9 million, respectively (see further discussion in Note 4 – Acquisition, Integration and Restructuring Expenses).

23

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, the impact of the COVID-19 pandemic 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, 2020 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. We are focused on enhancing the long-term profitability of our business and delivering a better return on invested capital through targeted actions to remove business with lower returns, which we refer to as portfolio optimization. Portfolio optimization actions allow working capital to be re-deployed in our strategic focus areas, however, those actions may have a short-term impact on revenues and gross profit.

On November 25, 2019, we completed the acquisition of DLT Solutions ("DLT"), a premier software and cloud solutions aggregator focused on the U.S. public sector. We acquired all of the outstanding shares of DLT for a preliminary purchase price of approximately $210 million in cash, subject to certain working capital and other adjustments. The DLT acquisition enables us to proactively develop opportunities, accelerate growth and simplify complexity for our channel partners that are serving the U.S. public sector space.

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 (other than shares held by the Company as treasury stock or held by certain affiliates of the Apollo Funds) for $145 per share in cash (the “Merger”).

24

On February 12, 2020, we held a special meeting of shareholders. At such meeting, the Merger Agreement was approved and adopted by a majority of the outstanding shares of the Company’s common stock entitled to vote thereon. The waiting period with respect to the premerger notification and report form filed by the parties under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. The Company has received all regulatory approvals necessary to complete the Merger, except for the approval of the Australian Foreign Investment Review Board (“AFIRB”), which has the matter under consideration. The Company and Apollo are still targeting a closing in the first half of calendar year 2020, although this timing may shift based on the timeline for receipt of Australian regulatory approval. The Company and Apollo expect to proceed with closing the transaction promptly after the final approval from the AFIRB is received, taking into account the timing requirements of the Merger Agreement, including the Marketing Period (as defined in the Merger Agreement).

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of the 2019 novel coronavirus (“COVID-19”) a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility, impacting customer demand and impeding global supply chains. In response to COVID-19, the company continues to operate with more than 95% of our global workforce participating in work-from-home arrangements and substantially all of our logistics centers are open and functioning with strict health and safety guidelines in place. We cannot at this time accurately predict what effects these conditions will have on our operations and financial condition, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity and duration of the pandemic, the effect on our customers and customer demand and the length of the restrictions and closures imposed by various governments; however, we expect to see a negative impact to our revenue and earnings from the COVID-19 pandemic in the second quarter, which may continue into the third quarter or beyond. Accordingly, the operating results and financial condition discussed herein may not be indicative of future operating results and trends.

25

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 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, tax indemnifications and the income tax effects of these adjustments;

• 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, tax indemnifications and the income tax effects of these adjustments.

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.

26

RESULTS OF OPERATIONS

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

	Three months ended April 30,
	2020		2019
Net sales	100.00	%	100.00		%
Cost of products sold	93.50		93.94
Gross profit	6.50		6.06
Operating expenses:
Selling, general and administrative expenses	5.23		4.82
Acquisition, integration and restructuring expenses	0.22		0.08
	5.45		4.90
Operating income	1.05		1.16
Interest expense	0.21		0.31
Other expense (income), net	0.10		(0.01	)
Income before income taxes	0.74		0.86
Provision for income taxes	0.15		0.20
Net income	0.59	%	0.66		%

27

NET SALES

The following table summarizes our net sales and change in net sales by geographic region for the three months ended April 30, 2020 and 2019:

	Three months ended April 30,				Change
	2020		2019		$			%
(in millions)
Consolidated net sales, as reported	$	8,175	$	8,406	$	(231	)	(2.7	)%
Impact of changes in foreign currencies	175		—		175
Consolidated net sales, as adjusted	$	8,350	$	8,406	$	(56	)	(0.7	)%
Americas net sales, as reported	$	3,945	$	3,789	$	156		4.1	%
Impact of changes in foreign currencies	25		—		25
Americas net sales, as adjusted	$	3,970	$	3,789	$	181		4.8	%
Europe net sales, as reported	$	3,971	$	4,309	$	(338	)	(7.8	)%
Impact of changes in foreign currencies	138		—		138
Europe net sales, as adjusted	$	4,109	$	4,309	$	(200	)	(4.6	)%
Asia-Pacific net sales, as reported	$	259	$	308	$	(49	)	(15.9	)%
Impact of changes in foreign currencies	12		—		12
Asia-Pacific net sales, as adjusted	$	271	$	308	$	(37	)	(12.0	)%

QUARTERLY COMMENTARY

AMERICAS

• The increase in Americas net sales, as adjusted, of $181 million is primarily due to growth in personal computer systems, including increased customer demand related to remote workforce enablement as a result of COVID-19. Net sales also increased due to the acquisition of DLT in November 2019. The increase in net sales was partially offset by a decrease in data center products, including impacts due to COVID-19, coupled with portfolio optimization actions which reduced total Americas net sales by approximately 2 percent.

EUROPE

• The decrease in Europe net sales, as adjusted, of $200 million is primarily due to portfolio optimization actions which reduced total Europe net sales by approximately 3 percent, a decline in mobility products, as well as a decrease in data center products including impacts due to COVID-19. The decrease in net sales was partially offset by growth in personal computer systems, including increased customer demand related to remote workforce enablement as a result of COVID-19. The impact of changes in foreign currencies is primarily due to the weakening of the euro against the U.S. dollar.

ASIA-PACIFIC

• The decrease in Asia-Pacific net sales, as adjusted, of $37 million is primarily due to a decrease in data center products, including portfolio optimization actions which reduced total Asia-Pacific net sales by approximately 12 percent and impacts due to COVID-19.

28

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 months ended April 30, 2020 and 2019 (as a percent of consolidated net sales):

	Three months ended April 30,
	2020	2019
Apple, Inc.	14%	13%
Cisco Systems, Inc.	12%	11%
HP Inc.	11%	10%

There were no customers that exceeded 10% of our consolidated net sales for the three months ended April 30, 2020 and 2019.

GROSS PROFIT

The following tables provide a comparison of our gross profit and gross profit as a percentage of net sales for the three months ended April 30, 2020 and 2019:

	Three months ended April 30,				Change
	2020		2019		$		%
(in millions)
Gross profit, as reported	$	531.7	$	509.4	$	22.3	4.4	%
Impact of changes in foreign currencies	11.6		—		11.6
Gross profit, as adjusted	$	543.3	$	509.4	$	33.9	6.7	%

The increase in gross profit, as adjusted, of $33.9 million and gross profit as a percentage of net sales, as reported, of 44 basis points is primarily due to lower inventory losses and the impact of the acquisition of DLT.

29

OPERATING EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The following table provides a comparison of our selling, general and administrative expenses for the three months ended April 30, 2020 and 2019:

	Three months ended April 30,						Change
	2020			2019			$		%
(in millions)
SG&A, as reported	$	427.9		$	405.5		$	22.4	5.5	%
Impact of changes in foreign currencies	9.8			—			9.8
SG&A, as adjusted	$	437.7		$	405.5		$	32.2	7.9	%
SG&A as a percentage of net sales, as reported	5.23		%	4.82		%			41 bps

The increase in SG&A, as adjusted, and SG&A as a percentage of net sales is primarily due to increased payroll costs, including the impact of the acquisition of DLT, and higher credit costs.

ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the Global Business Optimization Program which was initiated in fiscal 2019, the proposed Merger and the fiscal 2020 acquisition of DLT.

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 cumulative cash charges through fiscal 2021 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 April 30,				Cumulative Amounts Incurred to Date
	2020		2019
(in millions)
Severance costs	$	1.4	$	4.1	$	39.8
Professional services and other costs	0.3		2.1		21.8
Total	$	1.7	$	6.2	$	61.6

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

	Three months ended April 30,					Cumulative Amounts Incurred to Date
	2020			2019
(in millions)
Americas	$	1.0		$	2.9	$	21.0
Europe	(0.2		)	3.0		37.2
Asia-Pacific	0.9			0.3		3.4
Total	$	1.7		$	6.2	$	61.6

Pending Merger and DLT Acquisition

During the three months ended April 30, 2020, we incurred professional services and other transaction related costs of $15.1 million related to the proposed Merger and $0.9 million related to the acquisition of DLT. The costs are primarily related to professional services fees for operational, tax, legal and other consulting services.

30

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 months ended April 30, 2020 and 2019:

	Three months ended April 30,
	2020		2019
(in millions)
Operating income	$	86.1	$	97.6
Acquisition, integration and restructuring expenses	17.7		6.2
Legal settlements and other, net	—		(0.3		)
Acquisition-related intangible assets amortization expense	24.5		21.0
Tax indemnifications	0.6		0.3
Non-GAAP operating income	$	128.9	$	124.8

CONSOLIDATED COMMENTARY

• The decrease in GAAP operating income of $11.5 million is primarily due to an increase in acquisition, integration and restructuring expenses, payroll costs and credit costs, partially offset by lower inventory losses.

• The increase in non-GAAP operating income of $4.1 million is primarily due to lower inventory losses, partially offset by an increase in payroll costs and credit costs.

31

AMERICAS

	Three months ended April 30,
	2020		2019
(in millions)
Operating income - Americas	$	49.8	$	68.6
Acquisition, integration and restructuring expenses	17.0		2.9
Legal settlements and other, net	—		(0.3		)
Acquisition-related intangible assets amortization expense	16.9		13.5
Non-GAAP operating income - Americas	$	83.7	$	84.7

AMERICAS COMMENTARY

• The decrease in GAAP operating income of $18.8 million is primarily due to an increase in acquisition, integration and restructuring expenses, payroll costs and credit costs, partially offset by lower inventory losses.

• The decrease in non-GAAP operating income of $1.0 million is primarily due to an increase in payroll costs and credit costs, partially offset by lower inventory losses.

32

EUROPE

	Three months ended April 30,
	2020			2019
(in millions)
Operating income - Europe	$	45.9		$	36.4
Acquisition, integration and restructuring expenses	(0.2		)	3.0
Acquisition-related intangible assets amortization expense	6.3			6.2
Non-GAAP operating income - Europe	$	52.0		$	45.6

EUROPE COMMENTARY

• The increases in both GAAP operating income and non-GAAP operating income of $9.5 million and $6.4 million, respectively, are primarily due to lower inventory losses, partially offset by an increase in payroll costs.

33

ASIA-PACIFIC

	Three months ended April 30,
	2020					2019
	$ in millions			as a % of net sales		$ in millions		as a % of net sales
Operating (loss) income - Asia-Pacific	$	(3.3	)	(1.25	)%	$	0.9	0.28	%
Acquisition, integration and restructuring expenses	0.9					0.3
Acquisition-related intangible assets amortization expense	1.3					1.3
Tax indemnifications	0.6					0.3
Non-GAAP operating (loss) income - Asia-Pacific	$	(0.5	)	(0.19	)%	$	2.8	0.91	%

ASIA-PACIFIC COMMENTARY

• The decreases in both GAAP operating income and non-GAAP operating income of $4.2 million and $3.3 million, respectively, are primarily due to a decrease in net sales volume, including impacts from COVID-19.

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 April 30,
	2020			2019
(in millions)
Americas	$	49.8		$	68.6
Europe	45.9			36.4
Asia-Pacific	(3.3		)	0.9
Stock-based compensation expense	(6.3		)	(8.3		)
Operating income	$	86.1		$	97.6

INTEREST EXPENSE

Interest expense decreased by $9.2 million to $17.0 million in the first quarter of fiscal 2021 compared to $26.3 million in the first quarter of fiscal 2020, primarily due to lower interest rates and average borrowings on our credit facilities and a benefit of $3 million related to our net investment hedges (see further discussion in Note 8 of Notes to Consolidated Financial Statements).

OTHER EXPENSE (INCOME), NET

"Other expense (income), 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 (income), net," increased to $8.9 million of expense in the first quarter of fiscal 2021 compared to $0.7 million of income in the first quarter of the prior year, primarily due to a decline in the fair value of the investments contained within life insurance policies and increased hedging costs. The losses on investments are substantially offset in our payroll costs which are reflected in SG&A as part of operating income.

34

PROVISION FOR INCOME TAXES

The following table provides a comparison of our provision for income taxes and our effective tax rate for the three months ended April 30, 2020 and 2019:

	Three months ended April 30,
	2020	2019
Effective tax rate	20.1%	23.1%

The decrease in the effective tax rate for the three months ended April 30, 2020, as compared to the prior year, is primarily due to higher excess tax benefits related to stock-based compensation. The decrease in the absolute dollar value of the provision for income taxes for the three months ended April 30, 2020, as compared to the prior year, is primarily due a decrease in taxable earnings.

35

NET INCOME AND EARNINGS PER SHARE-DILUTED

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 April 30, 2020 and 2019 ($ in millions, except per share data):

CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION
	Net Income						Earnings per Share-Diluted
Three months ended April 30:	2020			2019			2020			2019
(in millions, except per share data)
GAAP results	$	48.1		$	55.4		$	1.34		$	1.49
Acquisition, integration and restructuring expenses	17.7			6.2			0.49			0.17
Legal settlements and other, net	—			(0.3		)	—			(0.01		)
Acquisition-related intangible assets amortization expense	24.5			21.0			0.68			0.56
Tax indemnifications	0.6			0.3			0.02			0.01
Income tax effect of tax indemnifications	(0.6		)	(0.3		)	(0.02		)	(0.01		)
Income tax effect of other adjustments above	(10.2		)	(6.4		)	(0.29		)	(0.17		)
Non-GAAP results	$	80.1		$	75.9		$	2.22		$	2.04

36

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:

Three months ended April 30:	2020			2019
(in millions)
Net cash (used in) provided by:
Operating activities	$	(7.7	)	$	63.2
Investing activities	24.1			(15.8		)
Financing activities	(7.3		)	(35.8		)
Effect of exchange rate changes on cash and cash equivalents	(21.5		)	(13.2		)
Net decrease in cash and cash equivalents	$	(12.4	)	$	(1.6	)

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 April 30, 2020 and 2019, and January 31, 2020 and 2019:

As of:	April 30, 2020		January 31, 2020		As of:	April 30, 2019		January 31, 2019
DSO	60		54		DSO	59		54
DOS	36		29		DOS	38		31
DPO	(76	)	(68	)	DPO	(78	)	(70	)
Net cash days	20		15		Net cash days	19		15

The net decrease in cash provided by operating activities of $70.9 million is primarily due to the impact of changes in working capital. The increase in cash provided by investing activities of $39.9 million is primarily due to $44.4 million of proceeds from the settlement of our net investment hedges. The decrease in cash used in financing activities of $28.5 million is primarily due to the suspension of our share repurchase program pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds.

37

CAPITAL RESOURCES AND DEBT COMPLIANCE

Our debt to total capital ratio was 32% at April 30, 2020. 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. Our liquidity is subject to many factors, including the potential impact of the COVID-19 pandemic on financial markets; however, we believe that our existing sources of liquidity, including our financing facilities, trade credit from vendors, 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.

The Company currently has sufficient resources, cash flows and liquidity within the U.S. to fund current and expected future working capital requirements. However, future repatriation of foreign cash will be considered to the extent the funds can be remitted with no material tax consequences. 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 from time to time outstanding.

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.

On March 10, 2020, Tiger Merger Sub Co., an affiliate of certain investment funds managed by affiliates of Apollo, launched an offer to purchase for cash any and all of our outstanding 3.70% Senior Notes and any and all of our outstanding 4.95% Senior Notes and a consent solicitation to amend the indenture and global securities establishing the 3.70% Senior Notes and the 4.95% Senior Notes to (i) eliminate the requirement to make a “change of control” offer in connection with the proposed merger of Tiger Merger Sub Co. into the Company pursuant to the Merger Agreement and (ii) make certain other customary changes for a privately-held company to the “change of control” provisions (the “Proposed Amendments”). Concurrently with, but separate from, the aforementioned offer to purchase and consent solicitation, Tiger Merger Sub Co. launched a consent solicitation for the Proposed Amendments for holders of the 4.95% Senior Notes. On March 24, 2020, Tiger Merger Sub Co. announced that the requisite more than 50% of consents were received to adopt the Proposed Amendments. The aforementioned consent solicitations were conducted by Tiger Merger Sub Co. pursuant to the terms of, and subject to the conditions set forth in, the offer to purchase and consent solicitation statement, dated March 10, 2020 (the “Offer to Purchase and Consent Solicitation”), and the separate consent solicitation statement, dated March 10, 2020 (the “4.95% Consent Solicitation” and, together with the Offer to Purchase and Consent Solicitation, the “Offer to Purchase and Consent Solicitation Statements”). On March 24, 2020, we entered into a Supplemental Indenture with respect to the Indenture and Global Security for the 3.70% Senior Notes (the “3.70% Supplemental Indenture”) and a Supplemental Indenture with respect to the Indenture and Global Security for the 4.95% Senior Notes (the “4.95% Supplemental Indenture” and, together with the 3.70% Supplemental Indenture, the “Supplemental Indentures”) effecting the Proposed Amendments.

The Proposed Amendments implemented by the Supplemental Indentures will become operative with respect to the 2017 Senior Notes only at such time as the following conditions are satisfied or otherwise waived, if applicable, by Tiger Merger Sub Co.: (1) the 2017 Senior Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by Tiger Merger Sub Co. in accordance with the terms of the Offer to Purchase and Consent Solicitation Statements (and, in the case of the 4.95% Senior Notes, when Tiger Merger Sub Co. provides notice that it will pay the consent fee as part of the 4.95% Consent Solicitation) and (2) the other conditions to the consent solicitations set forth in the Offer to Purchase and Consent Solicitation Statements, including the substantially concurrent consummation of the Merger, have been satisfied.

38

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 based on LIBOR (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 April 30, 2020 and January 31, 2020.

On August 2, 2019, we entered into a term loan credit agreement (the “2019 Term Loan Credit Agreement”) which, 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 million outstanding under the 2019 Term Loan Credit Agreement at both April 30, 2020 and January 31, 2020.

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 $1.6 billion at both April 30, 2020 and January 31, 2020. As collections reduce 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 April 30, 2020 and January 31, 2020.

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 $458.2 million at April 30, 2020 to support our operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal, which may be impacted by the COVID-19 pandemic. Our borrowings under these facilities vary within the period primarily based on changes in our working capital. There was $104.6 million outstanding on these facilities at April 30, 2020, at a weighted average interest rate of 6.17%, and there was $108.4 million outstanding at January 31, 2020, at a weighted average interest rate of 6.79%.

At April 30, 2020, we had also issued standby letters of credit of $39.6 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 April 30, 2020, 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 which may be impacted by the COVID-19 pandemic. In addition, certain of these agreements also require that we continue to service, administer and collect the sold accounts receivable. At April 30, 2020 and January 31, 2020, we had a total of $569.0 million and $739.2 million, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the three months ended April 30, 2020 and 2019, discount fees recorded under these facilities were $3.1 million and $3.7 million, respectively. These discount fees are included as a component of "other expense (income), 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.

39

We repurchased 345,927 shares of our common stock at a cost of $35.7 million during the three months ended April 30, 2019. As of April 30, 2020, we had $222.8 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

Except as presented below, 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, 2020.

Accounts Receivable

We maintain an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of our customers to make required payments. In estimating the required allowance, we take into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis.

RECENT ACCOUNTING PRONOUNCEMENTS

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

40

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, 2020.

No material changes have occurred in our market risks since January 31, 2020.

41

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 April 30, 2020. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of April 30, 2020.

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 first quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

42

PART II. OTHER INFORMATION

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 $14.3 million at April 30, 2020. 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. 

The French Autorité de la Concurrence (“Competition Authority”) began in 2013 an investigation into the French market for certain products of Apple, Inc., for which we are a distributor. In March 2020, the Competition Authority imposed fines on us, on another distributor, and on Apple, finding that we entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The fine imposed on us was €76 million. We have vigorously contested the arguments of the Competition Authority, and we intend to appeal its determination to the French courts, seeking to set aside or reduce the fine. We believe we have strong arguments on appeal, but we are unable to predict the outcome, among other reasons because of the novelty of the case and the unprecedented size of the fines imposed for this kind of practice, or how long it will take to achieve a final resolution. Under French law, however, the pendency of our appeal does not suspend the obligation to pay the fine, and we expect that we will be required to pay the full fine assessed by the Competition Authority before our appeal is finally determined. At this time, we cannot reasonably estimate the amount of loss in these proceedings and therefore have not accrued for any loss.

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, 2020, 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, 2020. 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, 2020.

The COVID-19 pandemic may negatively impact our business operations and financial results.

In March 2020, the World Health Organization declared the outbreak of the 2019 novel coronavirus (COVID-19) a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility, and impacting customer demand including changes in the mix of demand for products within our portfolio. COVID-19 has also impeded global supply chains, including our own. Our suppliers are experiencing delays in the production and export of their products and failure to obtain adequate product supplies from our vendors may result in a loss of revenue and profitability. We have also experienced impacts to our freight and logistic operations, including increased costs. Additionally, we may need to close logistics centers for a period of time as a result of government mandates or self-imposed health and safety initiatives. While we have initiated short-term measures to address delays in our supply chain, including advance purchases, such measures may not be sufficient to fully mitigate the effects of the COVID-19 pandemic, and such steps may negatively impact our financial condition.

The potential impact of the COVID-19 pandemic on financial and credit markets, including impacts on the ability of our customers to obtain access to sources of liquidity, heightens the risk of customer bankruptcies and delays in payment which could result in increased credit losses. Future deterioration in the credit markets could result in reduced availability of credit insurance to cover customer accounts. This, in turn, may result in our reducing the credit lines we provide to customers, thereby having a negative impact on our net sales, gross profits and net income.

Our business requires substantial capital to operate. We have historically relied upon cash generated from operations, bank credit lines, trade credit from vendors and accounts receivable purchase agreements to satisfy our capital needs and to finance growth. Significant changes in vendor payment terms or payment arrangements due to the COVID-19 pandemic could negatively impact our liquidity and financial condition. We have various committed and uncommitted lines of credit, short-term loans and overdraft facilities which are provided on an unsecured, short-term basis and are reviewed periodically for renewal, which may be impacted by the COVID-19 pandemic. Additionally, financial institutions' willingness to purchase receivables under accounts receivable purchase agreements may be impacted by the COVID-19 pandemic.

43

We cannot at this time accurately predict what effects these conditions will have on our operations and financial condition, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity and duration of the pandemic, the effect on our customers and customer demand and the length of the restrictions and closures imposed by various governments; however, we expect to see a negative impact to our revenue and earnings from the COVID-19 pandemic in the second quarter, which may continue into the third quarter or beyond.

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

Not applicable.  

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.  

ITEM 5. Other Information

None.  

44

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)	Amendment No. 1 to Term Loan Credit Agreement, dated as of April 29, 2020
10-2(1)	Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement, dated as of April 29, 2020
10-3(1)	Second Amendment to the Amended and Restated Transfer and Administration Agreement, dated as of April 23, 2020
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 April 30, 2020 and January 31, 2020; (ii) Consolidated Statement of Income for the three months ended April 30, 2020 and 2019; (iii) Consolidated Statement of Comprehensive (Loss) Income for the three months ended April 30, 2020 and 2019; (iv) Consolidated Statement of Shareholders' Equity for the three months ended April 30, 2020 and 2019 (v) Consolidated Statement of Cash Flows for the three months ended April 30, 2020 and 2019; 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 April 30, 2020, 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 12, 2019, File No. 0-14625.

⁽⁴⁾  Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated November 27, 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.

45

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)	June 3, 2020
Richard T. Hume
/s/ CHARLES V. DANNEWITZ	Executive Vice President, Chief Financial Officer (principal financial officer)	June 3, 2020
Charles V. Dannewitz

46

EX-10.1

EXECUTION VERSION AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT, dated as of April 29, 2020 (this “Amendment”), which amends that certain Term Loan Credit Agreement, dated as of August 2, 2019 (as in effect prior to this Amendment, the “Existing Credit Agreement”) by and among TECH DATA CORPORATION, a Florida corporation, as borrower (the “Borrower”), the lenders party thereto from time to time (the “Lenders”), MIZUHO BANK, LTD., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents and parties thereto. W I T N E S S E T H : WHEREAS, the parties hereto now desire to amend the Existing Credit Agreement to (i) permit certain transactions in connection with the Restructuring Transactions (as defined below) and (ii) make certain other modifications. WHEREAS, the Loan Parties request the consent of the Required Lenders and the acknowledgment of the Administrative Agent to the following transactions as described to the Administrative Agent and the Required Lenders in writing prior to the date hereof (collectively, the “Restructuring Transactions”) in connection with tax planning and tax reorganization: (i) transfers by the Borrower and/or other Loan Parties of certain equity interests and intercompany indebtedness, (ii) the issuance by the Borrower and/or its direct or indirect wholly-owned Subsidiaries of certain intercompany indebtedness, (iii) the making of Investments by the Borrower and/or its direct or indirect wholly-owned Subsidiaries in the form of loans and capital contributions in Foreign Subsidiaries and (iv) related transactions. THEREFORE, the parties hereto, constituting the Borrower, the Administrative Agent and the Required Lenders, agree as follows: SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Amended Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement. Each reference in the Existing Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Existing Credit Agreement shall, from the Amendment No. 1 Effective Date, refer to the Existing Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”). For the avoidance of doubt, this Amendment shall constitute a “Loan Document” for all purposes under the Amended Credit Agreement and the other Loan Documents. SECTION 2. Amendments. Effective as of the Amendment No. 1 Effective Date (as defined below): [AM_ACTIVE 402046838_2]

(a) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriate alphabetical order: “Amendment No. 1” means Amendment No. 1 to Term Loan Credit Agreement, dated as of April 29, 2020. “Restructuring Transactions” has the meaning assigned to such term in Amendment No. 1. (b) Section 8.02 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing as the last word in Section 8.02(l), (ii) replace the period appearing at the end of Section 8.02(m) with “; and” and (iii) add the following clause (n) to the end of such Section 8.02: (n) the Borrower and any direct or indirect wholly-owned Subsidiary may consummate the Restructuring Transactions. (c) Section 8.05 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing as the last word in Section 8.05(f), (ii) replace the semicolon appearing at the end of Section 8.05(g) with “; and” and (iii) add the following clause (h) immediately after clause (g) in such Section 8.05: (h) the Borrower and any direct or indirect wholly-owned Subsidiary may consummate the Restructuring Transactions. SECTION 3. Consent to Restructuring Transactions. At the request of the Loan Parties, and subject to the terms and conditions set forth herein, the Administrative Agent and Lenders constituting the Required Lenders hereby waive the application of any provision of the Amended Credit Agreement and any of the other Loan Documents which would otherwise restrict the Restructuring Transactions or require the utilization of a dollar based “basket” in the Existing Credit Agreement, and the Administrative Agent and each Lender party hereto hereby expressly consents to the consummation of the Restructuring Transactions and the Restructuring Transactions (including any Restructuring Transactions that have occurred on or prior to the Amendment No. 1 Effective Date) shall be permitted without requiring the utilization of any dollar based “basket” in the Amended Credit Agreement. The foregoing consents and waivers in this Section 3 are solely with respect to the Restructuring Transactions, and shall not be deemed to be a consent to or waiver of, or an obligation or agreement to consent or waive, any other provisions of the Amended Credit Agreement in respect of any other transactions at any time proposed by any Loan Party. SECTION 4. Representations of the Borrower. By its execution of this Amendment, the Borrower hereby represents and warrants that (a) it has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform any obligations under this Amendment (including, without limitation, to reaffirm its obligations under the Existing Credit Agreement as amended hereby) and (b) this Amendment has 2 [AM_ACTIVE 402046838_2]

been duly executed and delivered by the Borrower, and this Amendment, and the Existing Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation thereof, enforceable against the Borrower in accordance with its terms. SECTION 5. Effectiveness of Amendments. This Amendment shall become effective on the date hereof upon receipt by the Administrative Agent of a signed counterpart of this Amendment from each of (x) the Borrower, (y) the Required Lenders and (z) the Administrative Agent (such date, the “Amendment No. 1 Effective Date”). SECTION 6. Certain Consequences Of Effectiveness. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Guarantor or any other party under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. (b) Except as expressly set forth herein, nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or Amended Credit Agreement on any future occasion. (c) By signing this Amendment, the Borrower hereby acknowledges and reaffirms, as of the date hereof, that (i) the obligations of each of the Loan Parties under the Amended Credit Agreement and the other Loan Documents (as amended hereby) constitute Obligations and are entitled to the benefit of the guarantees set forth in the Facility Guaranty and the benefits set forth in each Loan Document and (ii) the Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. SECTION 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 8. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by electronic means (including facsimile or “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart hereof. [Remainder of Page Intentionally Empty] 3 [AM_ACTIVE 402046838_2]

Acknowledged and agreed: MIZUHO BANK, LTD., as Administrative Agent and as a Lender By: Name: Tracy Rahn Title: Executive Director [Amendment No. 1 to Term Loan Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION, as a Lender By:�� Name: Dan Beckwith Title: Senior Vice President [Amendment No. 1 to TermLoan Credit Agreement]

TD BANK, N.A., as a Lender By: Name: Matt Waszmer Title: Senior Vice President [Amendment No. 1 to Term Loan Credit Agreement]

MUFG BANK, LTD., as a Lender By: Name: Lillian Kim Title: Director [Amendment No. 1 to Term Loan Credit Agreement]

EX-10.2

EXECUTION VERSION AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of April 29, 2020 (this “Amendment”), which amends that certain Third Amended and Restated Revolving Credit Agreement, dated as of May 15, 2019 (as in effect prior to this Amendment, the “Existing Credit Agreement”) by and among TECH DATA CORPORATION, a Florida corporation (the “Company”), certain subsidiaries of the Company party thereto (together with the Company, the “Borrowers”, each a “Borrower”), the lenders party thereto from time to time (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), swing line lender and a letter of credit issuer, and the other agents and parties thereto. W I T N E S S E T H : WHEREAS, the parties hereto now desire to amend the Existing Credit Agreement to (i) permit certain transactions in connection with the Restructuring Transactions (as defined below) and (ii) make certain other modifications. WHEREAS, the Loan Parties request the consent of the Required Lenders and the acknowledgment of the Administrative Agent to the following transactions as described to the Administrative Agent and the Required Lenders in writing prior to the date hereof (collectively, the “Restructuring Transactions”) in connection with tax planning and tax reorganization: (i) transfers by the Company and/or other Loan Parties of certain equity interests and intercompany indebtedness, (ii) the issuance by the Company and/or its direct or indirect wholly-owned Subsidiaries of certain intercompany indebtedness, (iii) the making of Investments by the Company and/or its direct or indirect wholly-owned Subsidiaries in the form of loans and capital contributions in Foreign Subsidiaries and (iv) related transactions. THEREFORE, the parties hereto, constituting each Borrower, the Administrative Agent and the Required Lenders, agree as follows: SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Amended Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement. Each reference in the Existing Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Existing Credit Agreement shall, from the Amendment No. 1 Effective Date, refer to the Existing Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”). For the avoidance of doubt, this Amendment shall constitute a “Loan Document” for all purposes under the Amended Credit Agreement and the other Loan Documents. SECTION 2. Amendments. Effective as of the Amendment No. 1 Effective Date (as defined below): [AM_ACTIVE 402042001_3] #93144415v5

(a) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriate alphabetical order: “Amendment No. 1” means Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement, dated as of April 29, 2020. “Restructuring Transactions” has the meaning assigned to such term in Amendment No. 1. (b) Section 8.02 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing as the last word in Section 8.02(l), (ii) replace the period appearing at the end of Section 8.02(m) with “; and” and (iii) add the following clause (n) to the end of such Section 8.02: (n) the Borrowers and any direct or indirect wholly-owned Subsidiary may consummate the Restructuring Transactions. (c) Section 8.05 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing as the last word in Section 8.05(f), (ii) replace the semicolon appearing at the end of Section 8.05(g) with “; and” and (iii) add the following clause (h) immediately after clause (g) in such Section 8.05: (h) the Borrowers and any direct or indirect wholly-owned Subsidiary may consummate the Restructuring Transactions. SECTION 3. Consent to Restructuring Transactions. At the request of the Loan Parties, and subject to the terms and conditions set forth herein, the Administrative Agent and Lenders constituting the Required Lenders hereby waive the application of any provision of the Amended Credit Agreement and any of the other Loan Documents which would otherwise restrict the Restructuring Transactions or require the utilization of a dollar based “basket” in the Existing Credit Agreement, and the Administrative Agent and each Lender party hereto hereby expressly consents to the consummation of the Restructuring Transactions and the Restructuring Transactions (including any Restructuring Transactions that have occurred on or prior to the Amendment No. 1 Effective Date) shall be permitted without requiring the utilization of any dollar based “basket” in the Amended Credit Agreement. The foregoing consents and waivers in this Section 3 are solely with respect to the Restructuring Transactions, and shall not be deemed to be a consent to or waiver of, or an obligation or agreement to consent or waive, any other provisions of the Amended Credit Agreement in respect of any other transactions at any time proposed by any Loan Party. SECTION 4. Representations of each Borrower. By its execution of this Amendment, each Borrower hereby represents and warrants that (a) it has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform any obligations under this Amendment (including, without limitation, to reaffirm its 2 [AM_ACTIVE 402042001_3] #93144415v5

obligations under the Existing Credit Agreement as amended hereby) and (b) this Amendment has been duly executed and delivered by such Borrower, and this Amendment, and the Existing Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation thereof, enforceable against such Borrower in accordance with its terms. SECTION 5. Effectiveness of Amendments. This Amendment shall become effective on the date hereof upon receipt by the Administrative Agent of a signed counterpart of this Amendment from each of (x) each Borrower, (y) the Required Lenders and (z) the Administrative Agent (such date, the “Amendment No. 1 Effective Date”). SECTION 6. Certain Consequences Of Effectiveness. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Subsidiary Guarantor or any other party under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. (b) Except as expressly set forth herein, nothing herein shall be deemed to entitle any Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or Amended Credit Agreement on any future occasion. (c) By signing this Amendment, each Borrower hereby acknowledges and reaffirms, as of the date hereof, that (i) the obligations of each of the Loan Parties under the Amended Credit Agreement and the other Loan Documents (as amended hereby) constitute Obligations and are entitled to the benefit of the guarantees set forth in the Facility Guaranty and the benefits set forth in each Loan Document and (ii) the Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. SECTION 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 8. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by electronic means (including facsimile or “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart hereof. [Remainder of Page Intentionally Empty] 3 [AM_ACTIVE 402042001_3] #93144415v5

Acknowledged and agreed: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Felicia Brinson Title: Assistant Vice President [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

BANK OF AMERICA, N.A., as a Lender By: Name: Amanuel Assefa Title: Vice President [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

The Toronto-Dominion Bank, New York Branch, as a Lender By: Name: Brian MacFarlane Title: Authorized Signatory [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

CITIBANK, N.A., as a Lender By: Name: Title: [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

MUFG BANK, LTD., as a Lender By: Name: Lillian Kim Title: Director [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

JPMORGAN CHASE BANK N.A., as a Lender By: Name: Caitlin Stewart Title: Executive Director [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

0,=8+2%$1./7' DVD/HQGHU %\ 1D1DPH7UDF\5DKQPH 7UDDF\5DKQ 7LWOH([HFXWLYH'LUHFWRU >Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement@


      !%%%   
  
%  %$#% #%  % %"#%  $(
((#( ( ( (!" "(&'( #( % (

BNP PARIBAS, as a Lender By: Name: Barbara Nash Title: Managing Director By: Name: Chief Marbumrung Title: Vice President [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

 ,,,,, 
, (,,!', +, ,, %(, "", ')$',, $'&$'*,#",   
          

!%"#+
+!!(+&+"+!+ ++!%"$+ (+ "++!+ (+ )+ '+*!++ #+ !++!"#+ 
      

$$ !
$ $$ $ #$
 $ $"$ $  $ $  $   % % %% % %%!%#$% "%  
%




       Societe Generale, as a Lender By: Name: John Hogan Title: Director

        
 

      


BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Lender By: Name: Pablo Urgoiti Title: Managing Director By: Name:me: Rita Walz-CuccioliWalz-CuC ccioli Title: Executive Director [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]

EX-10.3

Execution Version SECOND AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT This SECOND AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of April 23, 2020 (the “Effective Date”), is entered into by and among the following parties: (i) TECH DATA FINANCE SPV, INC., as Transferor; (ii) TECH DATA CORPORATION, as Collection Agent; (iii) THE BANK OF NOVA SCOTIA, as Administrative Agent, as Class Agent and as a Bank Investor for the Scotia Bank Class; (iv) LIBERTY STREET FUNDING LLC, as Class Conduit for the Scotia Bank Class; (v) PNC BANK, NATIONAL ASSOCIATION, as Class Agent and as a Bank Investor for the PNC Class; (vi) MUFG BANK, LTD. (f/k/a The Bank of Tokyo Mitsubishi UFJ, Ltd., New York Branch), as Class Agent and as a Bank Investor for the MUFG Class; (vii) VICTORY RECEIVABLES CORPORATION, as Class Conduit for the MUFG Class; (viii) MIZUHO BANK, LTD., as Class Agent and as a Bank Investor for the Mizuho Class; (ix) BNP PARIBAS, as Class Agent and as a Bank Investor for the BNP Class; (x) STARBIRD FUNDING CORPORATION, as Class Conduit for the BNP Class Capitalized terms used but not otherwise defined herein (including such terms used above and in Schedule A) have the respective meanings assigned thereto in the Amended Transfer and Administration Agreement described below. BACKGROUND 1. The parties hereto have entered into the Amended and Restated Transfer and Administration Agreement, dated as of August 8, 2017 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”, and as amended on the date hereof, the “Second Amended TAA”). 2. The parties hereto desire to amend the Transfer and Administration Agreement as set forth herein. NOW, THEREFORE, with the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this Amendment hereby agrees as follows: [AM_ACTIVE 401904462_3]

SECTION 1. Amendment of Transfer and Administration Agreement. In the first sentence of Section 2.04(b) of the Transfer and Administration Agreement, “thirty (30) days’” is replaced with “three (3) Business Days’”. SECTION 2. Representations and Warranties of the Transferor and Collection Agent. The Transferor and Collection Agent hereby represent and warrant to each of the parties hereto as of the date hereof as follows: (a) Representations and Warranties. The representations and warranties made by it in Section 6.01 or Section 6.02, as applicable, of the Transfer and Administration Agreement are true and correct on and as of the date hereof unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct on and as of such earlier date. (b) Power and Authority; Due Authorization. It has all necessary power and authority to execute and deliver this Amendment and perform its obligations under this Amendment (including the Second Amended TAA). (c) Binding Obligations. This Amendment (including the Second Amended TAA) constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (d) No Termination Event. No Termination Event or Potential Termination Event has occurred and is continuing, and no Termination Event or Potential Termination Event would result from this Amendment. SECTION 3. Effect of Amendment; Ratification. All provisions of the Transfer and Administration Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Transfer and Administration Agreement (or in any other Transaction Document) to “this Amended and Restated Transfer and Administration Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Transfer and Administration Agreement shall be deemed to be references to the Second Amended TAA. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Transfer and Administration Agreement other than as set forth herein. The Transfer and Administration Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects. SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the Effective Date upon receipt of counterparts hereto duly executed by each of the parties hereto. SECTION 5. Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 2 [AM_ACTIVE 401904462_3]

prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart. SECTION 7. GOVERNING LAW AND JURISDICTION. (a) THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF. (b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. SECTION 8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Amended Transfer and Administration Agreement or any provision hereof or thereof. [Signature pages follow.] 3 [AM_ACTIVE 401904462_3]

THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Doug Noe Title: Managing Director THE BANK OF NOVA SCOTIA, as Class Agent for the Scotia Bank Class By: Name: Doug Noe Title: Managing Director THE BANK OF NOVA SCOTIA, as a Bank Investor for the Scotia Bank Class By: Name: Doug Noe Title: Managing Director LIBERTY STREET FUNDING LLC, as Class Conduit for the Scotia Bank Class By: Name: Title: Second Amendment to the Amended and Restated Transfer and Administration Agreement

THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title: THE BANK OF NOVA SCOTIA, as Class Agent for the Scotia Bank Class By: Name: Title: THE BANK OF NOVA SCOTIA, as a Bank Investor for the Scotia Bank Class By: Name: Title: LIBERTY STREET FUNDING LLC, as Class Conduit for the Scotia Bank Class By: Name: gáää=^K=oìëëç Title: sáÅÉ=mêÉëáÇÉåí Second Amendment to the Amended and Restated Transfer and Administration Agreement

MUFG BANK, LTD., as a Bank Investor for the MUFG Class By: Name: Eric Williams Title: Managing Director MUFG BANK, LTD., as a Class Agent for the MUFG Class By: Name: Eric Williams Title: Managing Director VICTORY RECEIVABLES CORPORATION, as a Class Conduit of the MUFG Class By: Name: Title: Second Amendment to the Amended and Restated Transfer and Administration Agreement

MUFG BANK, LTD., as a Bank Investor for the MUFG Class By: Name: Title: MUFG BANK, LTD., as a Class Agent for the MUFG Class By: Name: Title: VICTORY RECEIVABLES CORPORATION, as a Class Conduit of the MUFG Class By: Name: Title: Second Amendment to the Amended and Restated Transfer and Administration Agreement

MIZUHO BANK, LTD., as Class Agent for the Mizuho Class By: Name: Title: MIZUHO BANK, LTD., as a Bank Investor for the Mizuho Class By: Name: Title: Second Amendment to the Amended and Restated Transfer and Administration Agreement

BNP PARIBAS, as Class Agent for the BNP Class By: Name: Chris Fukuoka Title: Vice President By: Name: Advait Joshi Title: Director BNP PARIBAS, as a Bank Investor for the BNP Class By: Name: Chris Fukuoka Title: Vice President By: Name: Advait Joshi Title: Director STARBIRD FUNDING CORPORATION, as a Class Conduit of the BNP Class By: Name: Title: Second Amendment to the Amended and Restated Transfer and Administration Agreement

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: June 3, 2020

/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: June 3, 2020

/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 April 30, 2020 (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: June 3, 2020

/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 April 30, 2020 (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: June 3, 2020

/s/ CHARLES V.DANNEWITZ

Charles V. Dannewitz

Executive Vice President,

Chief Financial Officer

XML

Acquisition, Integration and Restructuring Expenses (Notes)

3 Months Ended

Apr. 30, 2020

Acquisition, Integration and Restructuring Expenses [Abstract]

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

NOTE 4 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are primarily comprised of costs related to the Global Business Optimization Program which was initiated in fiscal 2019, the proposed Merger and the fiscal 2020 acquisition of DLT.

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 cumulative cash charges through fiscal 2021 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 costs related to the GBO Program are comprised of the following:

	Three months ended April 30,				Cumulative Amounts Incurred to Date
	2020		2019
(in thousands)
Severance costs	$	1,379	$	4,147	$	39,773
Professional services and other costs	290		2,074		21,808
Total	$	1,669	$	6,221	$	61,581

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

	Three months ended April 30,					Cumulative Amounts Incurred to Date
	2020			2019
(in thousands)
Americas	$	1,017		$	2,911	$	20,994
Europe	(251		)	3,024		37,165
Asia-Pacific	903			286		3,422
Total	$	1,669		$	6,221	$	61,581

Restructuring activity during the three months ended April 30, 2020 related to the GBO Program is as follows:

	Three months ended April 30, 2020
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2020	$	8,718		$	17		$	8,735
Fiscal 2021 restructuring expenses	1,379			290			1,669
Cash payments	(4,187		)	(302		)	(4,489		)
Foreign currency translation	(165		)	(1		)	(166		)
Balance at April 30, 2020	$	5,745		$	4		$	5,749

Pending Merger and DLT Acquisition

During the three months ended April 30, 2020, the Company incurred professional services and other transaction related costs of $15.1 million related to the proposed Merger and $0.9 million related to the acquisition of DLT. The costs are primarily related to professional services fees for operational, tax, legal and other consulting services.

XML

Derivative Instruments (Notes)

3 Months Ended

Apr. 30, 2020

Derivatives [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

NOTE 8 — 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 has been 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

In fiscal 2020, the Company entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which were 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. The Company terminated these net investment hedge contracts during the three months ended April 30, 2020. Gains and losses on the net investment hedges have been recorded in other comprehensive income (loss) and will remain in other comprehensive income (loss) until the sale or substantial liquidation of the underlying assets of the Company's investment. The initial fair value of hedge components excluded from the assessment of effectiveness has been recognized in the Consolidated Statement of Income. The Company classifies cash flows related to the settlement of its net investment hedges as investing activities in the Consolidated Statement of Cash Flows.

The following tables present the effects of the Company's net investment hedges on accumulated other comprehensive income ("AOCI") and earnings for the three months ended April 30, 2020 and 2019:

	Three months ended April 30, 2020
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	$	24,934	$	—	$	3,316	Interest expense

	Three months ended April 30, 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	$	2,496	$	—	$	316	Interest expense

Cash Flow Hedges

The Company entered into a cross-currency swap to hedge its cash flows related to certain foreign-currency denominated debt which was designated as a cash flow hedge. The notional value of this swap was $4.5 million at January 31, 2020 and the swap matured in February 2020. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges was initially reported as a component of other comprehensive income (loss). Gains and losses were subsequently reclassified into earnings in the same period during which the hedged transaction affected earnings and have been presented in the same income statement line item as the earnings effect of the hedged item. The Company has classified cash flows related to the settlement of its cash flow hedges as financing activities in the Consolidated Statement of Cash Flows.

The following tables present the effects of the Company's cash flow hedges on AOCI and earnings for the three months ended April 30, 2020 and 2019:

	Three months ended April 30, 2020
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	$	402	$	(90	)	Interest expense
			507			Other expense (income), net
Total	$	402	$	417

	Three months ended April 30, 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	$	(575	)	$	120		Interest expense
				(484		)	Other expense (income), net
Total	$	(575	)	$	(364	)

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 (income), 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 Company classifies cash flows related to the settlement of forward contracts that are not designated as hedging instruments as operating activities in the Consolidated Statement of Cash Flows.

The total amount of gains (losses) recognized in earnings on the Company's derivatives not designated as hedges for the three months ended April 30, 2020 and 2019 are as follows:

		Gains (losses) recognized in earnings
		Three months ended April 30,
Derivatives not designated as hedges	Income statement location	2020			2019
(in millions)
Foreign currency forward contracts	Cost of products sold	$	8.2		$	0.9
Foreign currency forward contracts	Other expense (income), net	(14.1		)	(0.3		)
Total		$	(5.9	)	$	0.6

The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended April 30, 2020 and 2019 were approximately $1.3 billion and $1.3 billion, respectively, with average maturities of 22 days and 24 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 7 – Fair Value Measurements.

XML

Business And Summary Of Significant Accounting Policies (Policies)

3 Months Ended

Apr. 30, 2020

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 (other than shares held by the Company as treasury stock or held by certain affiliates of the Apollo Funds) for $145 per share in cash (the “Merger”).

On February 12, 2020, the Company held a special meeting of shareholders. At such meeting, the Merger Agreement was approved and adopted by a majority of the outstanding shares of the Company’s common stock entitled to vote thereon. The Company has received all regulatory approvals necessary to complete the Merger, except for the approval of the Australian Foreign Investment Review Board (“AFIRB”), which has the matter under consideration. The Company and Apollo are still targeting a closing in the first half of calendar year 2020, although this timing may shift based on the timeline for receipt of Australian regulatory approval. The Company and Apollo expect to proceed with closing the transaction promptly after the final approval from the AFIRB is received, taking into account the timing requirements of the Merger Agreement, including the Marketing Period (as defined in the Merger Agreement).

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 April 30, 2020 and its consolidated statements of income, comprehensive (loss) income, shareholders' equity and cash flows for the three months ended April 30, 2020 and 2019.

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.

Furthermore, in March 2020, the World Health Organization declared the outbreak of the 2019 novel coronavirus ("COVID-19") a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility, impacting customer demand and impeding global supply chains. The Company cannot at this time accurately predict what effects these conditions will have on its operations and financial condition, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity and duration of the pandemic, the effect on its customers and customer demand and the length of the restrictions and closures imposed by various governments. Therefore, the results of operations for the three months ended April 30, 2020 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2021.

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 and 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 11 – 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 months ended April 30, 2020 and 2019 (as a percent of consolidated net sales):

	Three months ended April 30,
	2020	2019
Apple, Inc.	14%	13%
Cisco Systems, Inc.	12%	11%
HP Inc.	11%	10%

Accounts Receivable Purchase Facility Program, Policy

The Company maintains an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of its customers to make required payments. In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis.

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 April 30, 2020 and January 31, 2020, the Company had a total of $569.0 million and $739.2 million, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the three months ended April 30, 2020 and 2019, discount fees recorded under these facilities were $3.1 million and $3.7 million, respectively. These discount fees are included as a component of "other expense (income), net" in the Consolidated Statement of Income.

Recently Adopted 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 Company adopted this standard during the quarter ending April 30, 2020. The adoption of this standard had no material impact on its consolidated financial statements.

Recently Issued Accounting Standards

In December 2019, the FASB issued an accounting standard which simplifies and clarifies various aspects of the income tax accounting guidance. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2021, with early adoption permitted. Certain amendments should be applied prospectively, while other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this new standard.

In March 2020, the FASB issued an accounting standard which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. This guidance provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform, if certain criteria are met. The amendments in the guidance are elective and were effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of this new standard.

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.

XML

Acquisition, Integration and Restructuring Expenses | Global Business Optimization Restructuring Activity (Details) - Global Business Optimization Program - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 1,669	$ 6,221
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance	8,718
Restructuring Charges	1,379	4,147
Payments for Restructuring	(4,187)
Restructuring Reserve, Translation and Other Adjustment	(165)
Restructuring Reserve - Ending Balance	5,745
Professional services
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance	17
Restructuring Charges	290	$ 2,074
Payments for Restructuring	(302)
Restructuring Reserve, Translation and Other Adjustment	(1)
Restructuring Reserve - Ending Balance	4
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance	8,735
Restructuring Charges	1,669
Payments for Restructuring	(4,489)
Restructuring Reserve, Translation and Other Adjustment	(166)
Restructuring Reserve - Ending Balance	$ 5,749

XML

Acquisitions | Acquisitions (Details) - USD ($) $ in Thousands		3 Months Ended
	Nov. 25, 2019	Apr. 30, 2020	Jan. 31, 2020
Business Acquisition
Goodwill		$ 975,923	$ 973,257
DLT [Member]
Business Acquisition
Business Acquisition, Effective Date of Acquisition	Nov. 25, 2019
Business Combination, Consideration Transferred	$ 210,000
Goodwill, Purchase Accounting Adjustments		15,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles		$ (15,000)
Cash	545
Accounts receivable	219,543
Prepaid expenses and other current assets	22,832
Property and equipment, net	4,207
Goodwill	97,481
Intangible assets	211,400
Other assets, net	52,539
Total assets	608,547
Accounts payable, accrued expenses and other current liabilities	297,833
Revolving credit loans and other long-term debt	91,026
Other long-term liabilities	9,220
Total liabilities	398,079
Estimated purchase price	210,468
Customer and Vendor Relationship [Member] | DLT [Member]
Business Acquisition
Finite-lived Intangible Assets Acquired	$ 193,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	15 years
Trade Names [Member] | DLT [Member]
Business Acquisition
Finite-lived Intangible Assets Acquired	$ 18,400
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	10 years

XML

Business And Summary Of Significant Accounting Policies (Notes)

3 Months Ended

Apr. 30, 2020

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 (other than shares held by the Company as treasury stock or held by certain affiliates of the Apollo Funds) for $145 per share in cash (the “Merger”).

On February 12, 2020, the Company held a special meeting of shareholders. At such meeting, the Merger Agreement was approved and adopted by a majority of the outstanding shares of the Company’s common stock entitled to vote thereon. The Company has received all regulatory approvals necessary to complete the Merger, except for the approval of the Australian Foreign Investment Review Board (“AFIRB”), which has the matter under consideration. The Company and Apollo are still targeting a closing in the first half of calendar year 2020, although this timing may shift based on the timeline for receipt of Australian regulatory approval. The Company and Apollo expect to proceed with closing the transaction promptly after the final approval from the AFIRB is received, taking into account the timing requirements of the Merger Agreement, including the Marketing Period (as defined in the Merger Agreement).

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 April 30, 2020 and its consolidated statements of income, comprehensive (loss) income, shareholders' equity and cash flows for the three months ended April 30, 2020 and 2019.

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.

Furthermore, in March 2020, the World Health Organization declared the outbreak of the 2019 novel coronavirus ("COVID-19") a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility, impacting customer demand and impeding global supply chains. The Company cannot at this time accurately predict what effects these conditions will have on its operations and financial condition, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity and duration of the pandemic, the effect on its customers and customer demand and the length of the restrictions and closures imposed by various governments. Therefore, the results of operations for the three months ended April 30, 2020 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2021.

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 and 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 11 – 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 months ended April 30, 2020 and 2019 (as a percent of consolidated net sales):

	Three months ended April 30,
	2020	2019
Apple, Inc.	14%	13%
Cisco Systems, Inc.	12%	11%
HP Inc.	11%	10%

Accounts Receivable

The Company maintains an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of its customers to make required payments. In estimating the required allowance, the Company takes into consideration historical credit losses, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis.

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 April 30, 2020 and January 31, 2020, the Company had a total of $569.0 million and $739.2 million, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the three months ended April 30, 2020 and 2019, discount fees recorded under these facilities were $3.1 million and $3.7 million, respectively. These discount fees are included as a component of "other expense (income), net" in the Consolidated Statement of Income.

Recently Adopted 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 Company adopted this standard during the quarter ending April 30, 2020. The adoption of this standard had no material impact on its consolidated financial statements.

Recently Issued Accounting Standards

In December 2019, the FASB issued an accounting standard which simplifies and clarifies various aspects of the income tax accounting guidance. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2021, with early adoption permitted. Certain amendments should be applied prospectively, while other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this new standard.

In March 2020, the FASB issued an accounting standard which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. This guidance provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform, if certain criteria are met. The amendments in the guidance are elective and were effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of this new standard.

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.

XML

Consolidated Statement Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Income Statement [Abstract]
Net sales	$ 8,175,174	$ 8,406,424
Cost of products sold	7,643,515	7,897,045
Gross profit	531,659	509,379
Selling, general and administrative expenses	427,863	405,534
Acquisition, integration and restructuring expenses	17,681	6,221
Operating expenses	445,544	411,755
Operating income	86,115	97,624
Interest expense	17,034	26,257
Other expense (income), net	8,948	(693)
Income before income taxes	60,133	72,060
Provision for income taxes	12,068	16,660
Net income	$ 48,065	$ 55,400
Earnings per share:
Basic	$ 1.35	$ 1.50
Diluted	$ 1.34	$ 1.49
Weighted average common shares outstanding:
Basic	35,688	37,011
Diluted	36,002	37,247

XML

Shareholders' Equity (Details) - USD ($) $ in Millions	Apr. 30, 2020	Aug. 28, 2019	Feb. 26, 2019	Oct. 02, 2018
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program Additional Authorized Amount		$ 200.0	$ 100.0
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 222.8
Stock Repurchase Program, Authorized Amount		$ 500.0		$ 200.0

XML

Derivative Instruments | Net Investment Hedges - Impact on AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Net Investment Hedges - Impact on AOCI [Abstract]
Gain (loss) recognized in other comprehensive income (loss)	$ 24,934	$ 2,496
Gain (loss) reclassified from accumulated OCI into income	0	0
Gain (loss) recognized in income, amount excluded from effectiveness testing	$ 3,316	$ 316

XML

Acquisition, Integration and Restructuring Expenses (Tables) - Global Business Optimization Program

3 Months Ended

Apr. 30, 2020

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

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

	Three months ended April 30,				Cumulative Amounts Incurred to Date
	2020		2019
(in thousands)
Severance costs	$	1,379	$	4,147	$	39,773
Professional services and other costs	290		2,074		21,808
Total	$	1,669	$	6,221	$	61,581

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

	Three months ended April 30,					Cumulative Amounts Incurred to Date
	2020			2019
(in thousands)
Americas	$	1,017		$	2,911	$	20,994
Europe	(251		)	3,024		37,165
Asia-Pacific	903			286		3,422
Total	$	1,669		$	6,221	$	61,581

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

Restructuring activity during the three months ended April 30, 2020 related to the GBO Program is as follows:

	Three months ended April 30, 2020
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2020	$	8,718		$	17		$	8,735
Fiscal 2021 restructuring expenses	1,379			290			1,669
Cash payments	(4,187		)	(302		)	(4,489		)
Foreign currency translation	(165		)	(1		)	(166		)
Balance at April 30, 2020	$	5,745		$	4		$	5,749

XML

Derivative Instruments (Tables)

3 Months Ended

Apr. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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 months ended April 30, 2020 and 2019:

	Three months ended April 30, 2020
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	$	24,934	$	—	$	3,316	Interest expense

	Three months ended April 30, 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	$	2,496	$	—	$	316	Interest expense

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 months ended April 30, 2020 and 2019:

	Three months ended April 30, 2020
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	$	402	$	(90	)	Interest expense
			507			Other expense (income), net
Total	$	402	$	417

	Three months ended April 30, 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	$	(575	)	$	120		Interest expense
				(484		)	Other expense (income), net
Total	$	(575	)	$	(364	)

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 months ended April 30, 2020 and 2019 are as follows:

		Gains (losses) recognized in earnings
		Three months ended April 30,
Derivatives not designated as hedges	Income statement location	2020			2019
(in millions)
Foreign currency forward contracts	Cost of products sold	$	8.2		$	0.9
Foreign currency forward contracts	Other expense (income), net	(14.1		)	(0.3		)
Total		$	(5.9	)	$	0.6

XML

Shareholders' Equity | Company's Common Share Repurchase and Issuance Activity (Details) - $ / shares	3 Months Ended
	Apr. 30, 2020	Jan. 31, 2020
Change in Treasury Stock
Treasury stock balance at January 31, 2020	23,819,230
Shares of Treasury Stock Reissued for Equity Incentive Plans	232,030
Treasury stock balance at April 30, 2020	23,587,200
Treasury Stock Held, Average Cost Per Share	$ 50.30	$ 50.30

XML

Derivative Instruments | Cash Flow Hedges - Impact on AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) recognized in other comprehensive income (loss)	$ 402	$ (575)
Gain (loss) reclassified from AOCI into income	417	(364)
Interest Expense
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) reclassified from AOCI into income	(90)	120
Other Nonoperating Income (Expense) [Member]
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) reclassified from AOCI into income	$ 507	$ (484)

XML

Acquisitions (Tables)

3 Months Ended

Apr. 30, 2020

DLT [Member]

Business Acquisition

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The preliminary allocation of the estimated purchase price to assets acquired and liabilities assumed is as follows:

(in thousands)
Cash	$	545
Accounts receivable	219,543
Prepaid expenses and other current assets	22,832
Property and equipment, net	4,207
Goodwill	97,481
Intangible assets	211,400
Other assets, net	52,539
Total assets	608,547
Accounts payable, accrued expenses and other current liabilities	297,833
Revolving credit loans and other long-term debt	91,026
Other long-term liabilities	9,220
Total liabilities	398,079
Estimated purchase price	$	210,468

XML

Fair Value Measurements (Tables)

3 Months Ended

Apr. 30, 2020

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:

		April 30, 2020				January 31, 2020
		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		$	—			$	812
Foreign currency forward contracts	Other assets, net		—				24,933
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		—				124
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		3,113				3,675
LIABILITIES
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		$	—			$	492
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		4,480				5,916

XML

Segment Information (Notes)

3 Months Ended

Apr. 30, 2020

Segment Reporting [Abstract]

Segment Reporting

NOTE 11 — 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 April 30,
	2020			2019
Net sales:
Americas (1)	$	3,944,760		$	3,789,198
Europe	3,971,130			4,309,500
Asia-Pacific	259,284			307,726
Total	$	8,175,174		$	8,406,424
Operating income (loss):
Americas (2)	$	49,783		$	68,633
Europe	45,884			36,420
Asia-Pacific	(3,245		)	876
Stock-based compensation expense	(6,307		)	(8,305		)
Total	$	86,115		$	97,624
Depreciation and amortization:
Americas	$	28,213		$	23,649
Europe	11,992			11,510
Asia-Pacific	1,786			2,098
Total	$	41,991		$	37,257
Capital expenditures:
Americas	$	9,385		$	8,272
Europe	8,880			6,127
Asia-Pacific	1,275			880
Total	$	19,540		$	15,279

As of:	April 30, 2020		January 31, 2020
Identifiable assets:
Americas	$	5,494,992	$	6,147,771
Europe	6,391,331		6,518,761
Asia-Pacific	490,285		602,077
Total	$	12,376,608	$	13,268,609
Long-lived assets:
Americas (1)	$	226,234	$	231,401
Europe	50,124		51,331
Asia-Pacific	4,378		4,418
Total	$	280,736	$	287,150
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,321,621	$	1,339,375
Europe	517,584		541,102
Asia-Pacific	51,159		54,090
Total	$	1,890,364	$	1,934,567

(1) Net sales in the United States represented 89% and 88%, respectively, of the total Americas' net sales for the three months ended April 30, 2020 and 2019. Total long-lived assets in the United States represented 97% and 96%, respectively, of the Americas' total long-lived assets at April 30, 2020 and January 31, 2020.

(2)

Operating income in the Americas for the three months ended April 30, 2020 and 2019 includes acquisition, integration and restructuring expenses of $17.0 million and $2.9 million, respectively (see further discussion in Note 4 – Acquisition, Integration and Restructuring Expenses).

XML

Acquisitions (Notes)

3 Months Ended

Apr. 30, 2020

Acquisitions [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

NOTE 3 — ACQUISITIONS

DLT Acquisition

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 preliminary purchase price of approximately $210 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.

The Company has accounted for the DLT acquisition as a business combination and allocated the preliminary estimated purchase price to the estimated fair values of assets acquired and liabilities assumed. The Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily related to the final assessment and valuation of certain other assets acquired and liabilities assumed, including accounts receivable, deferred taxes, accrued expenses and other liabilities. Therefore, the final fair values of the assets acquired and liabilities assumed may vary from the Company's preliminary estimates. During the three months ended April 30, 2020, the Company updated its estimated fair values of certain assets acquired and liabilities assumed, including an increase in goodwill of $15 million and a decrease in intangible assets of $15 million.

The preliminary allocation of the estimated purchase price to assets acquired and liabilities assumed is as follows:

(in thousands)
Cash	$	545
Accounts receivable	219,543
Prepaid expenses and other current assets	22,832
Property and equipment, net	4,207
Goodwill	97,481
Intangible assets	211,400
Other assets, net	52,539
Total assets	608,547
Accounts payable, accrued expenses and other current liabilities	297,833
Revolving credit loans and other long-term debt	91,026
Other long-term liabilities	9,220
Total liabilities	398,079
Estimated purchase price	$	210,468

The allocation of the value of identifiable intangible assets is comprised of approximately $193.0 million of customer and vendor relationships with an amortization period of 15 years and $18.4 million of trade names with an amortization period of 10 years. Goodwill is the excess of the consideration transferred over the net assets recognized and primarily represents the expected cost synergies of the combined company and assembled workforce and is expected to be deductible for tax purposes. Pro forma information has not been provided as the acquisition was not material to the Company's consolidated financial position or results of operations.

XML

Fair Value Measurements (Notes)

3 Months Ended

Apr. 30, 2020

Fair Value Measurements [Abstract]

Fair Value Disclosures

NOTE 7 — 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:

		April 30, 2020				January 31, 2020
		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		$	—			$	812
Foreign currency forward contracts	Other assets, net		—				24,933
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		—				124
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		3,113				3,675
LIABILITIES
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		$	—			$	492
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		4,480				5,916

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 8 – 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 (income), 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 $38.2 million and $38.3 million, respectively, at April 30, 2020 and $41.1 million and $41.0 million, respectively, at January 31, 2020.

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 $983 million and $1.04 billion, respectively, at April 30, 2020 and January 31, 2020 and the carrying value was $994.9 million and $994.3 million, respectively, at April 30, 2020 and January 31, 2020. 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).

XML

Debt (Details) - USD ($) $ in Thousands	Apr. 30, 2020	Jan. 31, 2020
Debt Instrument
Other Long-term Debt	$ 46,681	$ 48,547
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	(5,546)	(5,978)
Debt and Lease Obligation	1,445,698	1,451,018
Less-current maturities (included as Revolving credit loans and current portion of long-term debt, net)	(108,157)	(112,882)
Long-term Debt and Lease Obligation	1,337,541	1,338,136
Senior Notes
Debt Instrument
Senior Notes, net	994,900	994,300
Term Loan
Debt Instrument
Loans Payable	300,000	300,000
Term loan credit agreement | 2 year maturity [Member]
Debt Instrument
Loans Payable	300,000	300,000
Other Committed And Uncommitted Revolving Credit Facilities
Debt Instrument
Revolving Credit Loan	104,563	108,449
Fair Value, Inputs, Level 1 | Senior Notes
Debt Instrument
Debt Instrument, Fair Value Disclosure	$ 983,000	$ 1,040,000

XML

Acquisition, Integration and Restructuring Expenses | Acquisition (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Business Acquisition
Acquisition, integration and restructuring expenses	$ 17,681	$ 6,221

XML

Consolidated Statement Of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 48,065	$ 55,400
Other comprehensive loss:
Foreign currency translation adjustment, net of tax	(56,547)	(40,523)
Unrealized loss on cash flow hedges, net of tax	(15)	(211)
Other comprehensive loss	(56,562)	(40,734)
Total comprehensive (loss) income	$ (8,497)	$ 14,666

XML

Document And Entity Information - $ / shares	3 Months Ended
	Apr. 30, 2020	May 28, 2020	Jan. 31, 2020
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	Apr. 30, 2020
Document Transition Report	false
Entity File Number	0-14625
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
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		35,658,571
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

XML

Earnings Per Share (Notes)

3 Months Ended

Apr. 30, 2020

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 6 – Stock-Based Compensation for further discussion) using the treasury stock method. The composition of basic and diluted EPS is as follows:

	Three months ended April 30,
	2020		2019
(in thousands, except per share data)
Net income	$	48,065	$	55,400
Weighted average common shares - basic	35,688		37,011
Effect of dilutive securities:
Equity based awards	314		236
Weighted average common shares - diluted	36,002		37,247
Earnings per share:
Basic	$	1.35	$	1.50
Diluted	$	1.34	$	1.49

For the three months ended April 30, 2020 there were no shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the three months ended April 30, 2019 there were 322 shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

XML

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 16, 2020	Apr. 30, 2020
Brazil
Loss Contingencies
Loss Contingency, Estimate of Possible Loss		$ 14.3
Europe | FRANCE
Loss Contingencies
Fines Imposed by French Autorité de la Concurrence	$ 76.0

XML

Derivative Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019	Jan. 31, 2020
Derivative [Line Items]
Weighted Average Notional Amount Of Foreign Currency Derivatives	$ 1,300.0	$ 1,300.0
Derivative, Average Remaining Maturity	22 days	24 days
Cash Flow Hedging [Member]
Derivative [Line Items]
Derivative, Notional Amount			$ 4.5

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Apr. 30, 2020	Jan. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Life Insurance, Corporate or Bank Owned, Amount	$ 38,200	$ 41,100
Deferred Compensation Liability, Current and Noncurrent	38,300	41,000
Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Carrying Value of Senior Notes, net	994,900	994,300
Fair Value, Inputs, Level 1 | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt Instrument, Fair Value Disclosure	983,000	1,040,000
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	0	812
Cash flow hedge - cross-currency swap	0	124
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value	3,113	3,675
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	0	24,933
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	0	492
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value	$ 4,480	$ 5,916

XML

Business And Summary Of Significant Accounting Policies (Tables)

3 Months Ended

Apr. 30, 2020

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 months ended April 30, 2020 and 2019 (as a percent of consolidated net sales):

	Three months ended April 30,
	2020	2019
Apple, Inc.	14%	13%
Cisco Systems, Inc.	12%	11%
HP Inc.	11%	10%

XML

Debt (Tables)

3 Months Ended

Apr. 30, 2020

Debt Disclosure [Abstract]

Schedule of Debt

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

As of:	April 30, 2020			January 31, 2020
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 Loan, interest rate of 1.45% and 2.70% at April 30, 2020 and January 31, 2020, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 6.17% and 6.79% at April 30, 2020 and January 31, 2020, respectively	104,563			108,449
Other long-term debt	46,681			48,547
Less—unamortized debt discount and debt issuance costs	(5,546		)	(5,978		)
	1,445,698			1,451,018
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(108,157		)	(112,882		)
Total long-term debt	$	1,337,541		$	1,338,136

XML

Shareholders' Equity (Tables)

3 Months Ended

Apr. 30, 2020

Shareholders Equity [Abstract]

Class of Treasury Stock

The Company’s common share issuance activity for the three months ended April 30, 2020 is summarized as follows:  

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2020	23,819,230		$	50.30
Shares of treasury stock reissued for equity incentive plans	(232,030	)
Treasury stock balance at April 30, 2020	23,587,200		$	50.30

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

The following tables summarize the change in the components of AOCI for the three months ended April 30, 2020 and 2019:

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2020	$	1,449		$	15		$	1,464
Other comprehensive income (loss) before reclassification	(56,547		)	402			(56,145		)
Reclassification of (gain) loss from AOCI into income	—			(417		)	(417		)
Balance at April 30, 2020	$	(55,098	)	$	—		$	(55,098	)

	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	(40,523		)	(575		)	(41,098		)
Reclassification of (gain) loss from AOCI into income	—			364			364
Balance at April 30, 2019	$	3,263		$	(211	)	$	3,052

XML

Debt | Other Credit Facilities (Details) - USD ($)	Apr. 30, 2020	Jan. 31, 2020	Aug. 02, 2019
Line of Credit Facility
Accounts receivable, net	$ 5,367,227,000	$ 6,192,203,000
Standby Letters Of Credit	39,600,000
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 | 2 year maturity [Member]
Line of Credit Facility
Loans Payable	$ 300,000,000	$ 300,000,000
Line of Credit Facility, Maximum Borrowing Capacity			$ 500,000,000
Debt Instrument, Face Amount			$ 300,000,000
Debt Instrument, Interest Rate, Stated Percentage	1.45%	2.70%
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	1,600,000,000	$ 1,600,000,000
Other Committed And Uncommitted Revolving Credit Facilities
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	$ 458,200,000
Line of Credit Facility, Interest Rate at Period End	6.17%	6.79%
Long-term Line of Credit	$ 104,563,000	$ 108,449,000
Term Loan
Line of Credit Facility
Loans Payable	$ 300,000,000	$ 300,000,000

XML

Acquisition, Integration and Restructuring Expenses | Global Business Optimization Program (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses	$ 17,681	$ 6,221
Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	1,669	6,221
Restructuring and Related Cost, Cost Incurred to Date	61,581
Restructuring Charges | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	1,669
Employee Severance | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	1,379	4,147
Restructuring and Related Cost, Cost Incurred to Date	39,773
Professional services | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	290	2,074
Restructuring and Related Cost, Cost Incurred to Date	21,808
Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	70,000
Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	80,000
Europe | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	(251)	3,024
Restructuring and Related Cost, Cost Incurred to Date	37,165
Europe | Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	40,000
Europe | Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	45,000
Americas
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses		2,900
Restructuring Charges	17,000
Americas | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	1,017	2,911
Restructuring and Related Cost, Cost Incurred to Date	20,994
Americas | Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	30,000
Americas | Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	35,000
Asia-Pacific | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	903	$ 286
Restructuring and Related Cost, Cost Incurred to Date	$ 3,422

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Earnings Per Share [Abstract]
Net income	$ 48,065	$ 55,400
Weighted average common shares - basic	35,688,000	37,011,000
Equity based awards	314,000	236,000
Weighted average common shares - diluted	36,002,000	37,247,000
Basic Earnings Per Share	$ 1.35	$ 1.50
Diluted Earnings Per Share	$ 1.34	$ 1.49
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	322

XML

Debt (Notes)

3 Months Ended

Apr. 30, 2020

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:	April 30, 2020			January 31, 2020
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 Loan, interest rate of 1.45% and 2.70% at April 30, 2020 and January 31, 2020, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 6.17% and 6.79% at April 30, 2020 and January 31, 2020, respectively	104,563			108,449
Other long-term debt	46,681			48,547
Less—unamortized debt discount and debt issuance costs	(5,546		)	(5,978		)
	1,445,698			1,451,018
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(108,157		)	(112,882		)
Total long-term debt	$	1,337,541		$	1,338,136

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.

On March 10, 2020, Tiger Merger Sub Co., an affiliate of certain investment funds managed by affiliates of Apollo, launched an offer to purchase for cash any and all of the Company’s outstanding 3.70% Senior Notes and any and all of the Company’s outstanding 4.95% Senior Notes and a consent solicitation to amend the indenture and global securities establishing the 3.70% Senior Notes and the 4.95% Senior Notes to (i) eliminate the requirement to make a “change of control” offer in connection with the proposed merger of Tiger Merger Sub Co. into the Company pursuant to the Merger Agreement and (ii) make certain other customary changes for a privately-held company to the “change of control” provisions (the “Proposed Amendments”). Concurrently with, but separate from, the aforementioned offer to purchase and consent solicitation, Tiger Merger Sub Co. launched a consent solicitation for the Proposed Amendments for holders of the 4.95% Senior Notes. On March 24, 2020, Tiger Merger Sub Co. announced that the requisite more than 50% of consents were received to adopt the Proposed Amendments. The aforementioned consent solicitations were conducted by Tiger Merger Sub Co. pursuant to the terms of, and subject to the conditions set forth in, the offer to purchase and consent solicitation statement, dated March 10, 2020 (the “Offer to Purchase and Consent Solicitation”), and the separate consent solicitation statement, dated March 10, 2020 (the “4.95% Consent Solicitation” and, together with the Offer to Purchase and Consent Solicitation, the “Offer to Purchase and Consent Solicitation Statements”). On March 24, 2020, the Company entered into a Supplemental Indenture with respect to the Indenture and Global Security for the 3.70% Senior Notes (the “3.70% Supplemental Indenture”) and a Supplemental Indenture with respect to the Indenture and Global Security for the 4.95% Senior Notes (the “4.95% Supplemental Indenture” and, together with the 3.70% Supplemental Indenture, the “Supplemental Indentures”) effecting the Proposed Amendments.

The Proposed Amendments implemented by the Supplemental Indentures will become operative with respect to the 2017 Senior Notes only at such time as the following conditions are satisfied or otherwise waived, if applicable, by Tiger Merger Sub Co.: (1) the 2017 Senior Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by Tiger Merger Sub Co. in accordance with the terms of the Offer to Purchase and Consent Solicitation Statements (and, in the case of the 4.95% Senior Notes, when Tiger Merger Sub Co. provides notice that it will pay the consent fee as part of the 4.95% Consent Solicitation) and (2) the other conditions to the consent solicitations set forth in the Offer to Purchase and Consent Solicitation Statements, including the substantially concurrent consummation of the Merger, have been satisfied.

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 April 30, 2020 and January 31, 2020.

On August 2, 2019, the Company entered into a term loan credit agreement (the “2019 Term Loan Credit Agreement”) which, 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 million outstanding under the 2019 Term Loan Credit Agreement at both April 30, 2020 and January 31, 2020.

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 $1.6 billion at both April 30, 2020 and January 31, 2020. 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 April 30, 2020 and January 31, 2020.

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 $458.2 million at April 30, 2020 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $104.6 million outstanding on these facilities at April 30, 2020, at a weighted average interest rate of 6.17%, and there was $108.4 million outstanding at January 31, 2020, at a weighted average interest rate of 6.79%.

At April 30, 2020, the Company had also issued standby letters of credit of $39.6 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 April 30, 2020, the Company was in compliance with all such financial covenants.

XML

Shareholders' Equity (Notes)

3 Months Ended

Apr. 30, 2020

Shareholders Equity [Abstract]

Shareholders' Equity and Share-based Payments

NOTE 9 — 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.

As of April 30, 2020, the Company had $222.8 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.

The Company’s common share issuance activity for the three months ended April 30, 2020 is summarized as follows:  

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2020	23,819,230		$	50.30
Shares of treasury stock reissued for equity incentive plans	(232,030	)
Treasury stock balance at April 30, 2020	23,587,200		$	50.30

Accumulated Other Comprehensive Income

The following tables summarize the change in the components of AOCI for the three months ended April 30, 2020 and 2019:

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2020	$	1,449		$	15		$	1,464
Other comprehensive income (loss) before reclassification	(56,547		)	402			(56,145		)
Reclassification of (gain) loss from AOCI into income	—			(417		)	(417		)
Balance at April 30, 2020	$	(55,098	)	$	—		$	(55,098	)

	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	(40,523		)	(575		)	(41,098		)
Reclassification of (gain) loss from AOCI into income	—			364			364
Balance at April 30, 2019	$	3,263		$	(211	)	$	3,052

XML

Consolidated Statement Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Cash flows from operating activities:
Cash received from customers	$ 11,386,818	$ 11,913,347
Cash paid to vendors and employees	(11,356,142)	(11,800,318)
Interest paid, net	(30,207)	(35,101)
Income taxes paid	(8,198)	(14,739)
Net cash (used in) provided by operating activities	(7,729)	63,189
Cash flows from investing activities:
Expenditures for property and equipment	(5,596)	(7,745)
Software and software development costs	(13,944)	(7,534)
Proceeds from Hedge, Investing Activities	44,377	0
Other	(764)	(548)
Net cash provided by (used in) investing activities	24,073	(15,827)
Cash flows from financing activities:
Principal borrowings (payments) on long-term debt and capital securities	4,515	5,224
Cash paid for debt issuance costs	0	(1,028)
Net (repayments) borrowings on revolving credit loans	(472)	14,227
Payments for employee tax withholdings on equity awards	(10,774)	(8,602)
Proceeds from the reissuance of treasury stock	0	495
Repurchases of Common Stock	0	(35,681)
Other Financing Activities	(563)	0
Net cash used in financing activities	(7,294)	(35,813)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	(21,475)	(13,172)
Net decrease in cash and cash equivalents	(12,425)	(1,623)
Cash and Cash Equivalents	841,366	799,123
Cash and Cash Equivalents	828,941	797,500
Reconciliation of net income to net cash (used in) provided by operating activities:
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	48,065	55,400
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	41,991	37,257
Provision for losses on accounts receivable	10,832	1,765
Stock-based compensation expense	6,307	8,305
Accretion of debt discount and debt issuance costs	847	860
Changes in operating assets and liabilities:
Accounts receivable	690,145	751,836
Inventories	(60,180)	2,450
Prepaid expenses and other assets	(37,739)	1,763
Accounts payable	(752,022)	(706,381)
Accrued expenses and other liabilities	44,025	(90,066)
Total adjustments	(55,794)	7,789
Net cash (used in) provided by operating activities	$ (7,729)	$ 63,189

XML

Consolidated Balance Sheet (Parenthetical) - USD ($)	Apr. 30, 2020	Jan. 31, 2020
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ 80,400,000	$ 79,440,000
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	23,587,200	23,819,230

XML

Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended
		Apr. 30, 2020	Apr. 30, 2019	Jan. 31, 2020
Segment Reporting Information
Net sales		$ 8,175,174	$ 8,406,424
Operating income (loss):		86,115	97,624
Stock-based compensation expense		(6,307)	(8,305)
Depreciation and amortization:		41,991	37,257
Capital expenditures:		19,540	15,279
Identifiable assets:		12,376,608		$ 13,268,609
Long-lived assets:		280,736		287,150
Goodwill & acquisition-related intangible assets, net:		1,890,364		1,934,567
Acquisition, integration and restructuring expenses		17,681	6,221
Americas
Segment Reporting Information
Net sales	[1]	3,944,760	3,789,198
Operating income (loss):	[2]	49,783	68,633
Depreciation and amortization:		$ 28,213	$ 23,649
Sales to unaffiliated customers, as percentage of total sales		89.00%	88.00%
Capital expenditures:		$ 9,385	$ 8,272
Identifiable assets:		5,494,992		6,147,771
Long-lived assets:	[1]	226,234		231,401
Goodwill & acquisition-related intangible assets, net:		$ 1,321,621		$ 1,339,375
Long-lived assets, as percentage of total assets		97.00%		96.00%
Restructuring Charges		$ 17,000
Acquisition, integration and restructuring expenses			2,900
Europe
Segment Reporting Information
Net sales		3,971,130	4,309,500
Operating income (loss):		45,884	36,420
Depreciation and amortization:		11,992	11,510
Capital expenditures:		8,880	6,127
Identifiable assets:		6,391,331		$ 6,518,761
Long-lived assets:		50,124		51,331
Goodwill & acquisition-related intangible assets, net:		517,584		541,102
Asia-Pacific
Segment Reporting Information
Net sales		259,284	307,726
Operating income (loss):		(3,245)	876
Depreciation and amortization:		1,786	2,098
Capital expenditures:		1,275	$ 880
Identifiable assets:		490,285		602,077
Long-lived assets:		4,378		4,418
Goodwill & acquisition-related intangible assets, net:		$ 51,159		$ 54,090

[1] Net sales in the United States represented 89% and 88%, respectively, of the total Americas' net sales for the three months ended April 30, 2020 and 2019. Total long-lived assets in the United States represented 97% and 96%, respectively, of the Americas' total long-lived assets at April 30, 2020 and January 31, 2020.

[2] Operating income in the Americas for the three months ended April 30, 2020 and 2019 includes acquisition, integration and restructuring expenses of $17.0 million and $2.9 million, respectively (see further discussion in Note 4 – Acquisition, Integration and Restructuring Expenses).

XML

Acquisition, Integration and Restructuring Expenses | Acquisition, Integration and Restructuring Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses	$ 17,681	$ 6,221
Apollo [Domain]
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses	15,100
DLT [Member]
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses	900
Americas
Acquisition and integration expenses [Line Items]
Restructuring Charges	$ 17,000
Acquisition, integration and restructuring expenses		$ 2,900

XML

Business And Summary Of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019	Jan. 31, 2020	Nov. 12, 2019
Accounting Policies [Abstract]
Accounts receivable sold	$ 569.0		$ 739.2
Discount fees on sale of accounts receivable	$ 3.1	$ 3.7
Apple
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	13.00%
Cisco Systems, Inc.
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	11.00%
HP, Inc.
Concentration Risk [Line Items]
Concentration Risk, Percentage	11.00%	10.00%
Apollo [Domain]
Business Combination, Description [Abstract]
Business Acquisition, Share Price				$ 145

XML

Debt | Senior Notes (Details) - Senior Notes - USD ($) $ in Thousands	Apr. 30, 2020	Jan. 31, 2020	Jan. 31, 2017
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%
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%

XML

Stock-Based Compensation (Notes)

3 Months Ended

Apr. 30, 2020

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

NOTE 6 — STOCK-BASED COMPENSATION

The Company recorded $6.3 million and $8.3 million, respectively, of stock-based compensation expense for the three months ended April 30, 2020 and 2019.

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 April 30, 2020. 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 ten 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 three months ended April 30, 2020 is as follows:

	Shares
Nonvested at January 31, 2020	574,980
Vested	(231,256	)
Canceled	(2,409	)
Nonvested at April 30, 2020	341,315

Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, upon closing of the Merger all nonvested RSU’s will vest and be cancelled and converted into the right to receive an amount of $145 per share in cash.

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 three months ended April 30, 2020 is as follows:

	Shares
Nonvested at January 31, 2020	363,563
Vested	(87,985	)
Canceled	(34,305	)
Nonvested at April 30, 2020	241,273

Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, upon closing of the Merger nonvested PRSU’s will be cancelled and converted into the right to receive an amount of $145 per share in cash determined as follows: (i) for PRSU’s granted during fiscal 2019, the number of shares shall equal 130% of the target shares granted and (ii) for PRSU’s granted during fiscal 2020, the number of shares shall equal 110% of the target shares granted.

XML

Commitments and Contingencies (Notes)

3 Months Ended

Apr. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 10 — 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 $14.3 million at April 30, 2020. 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. 

The French Autorité de la Concurrence (“Competition Authority”) began in 2013 an investigation into the French market for certain products of Apple, Inc., for which the Company is a distributor. In March 2020, the Competition Authority imposed fines on the Company, on another distributor, and on Apple, finding that the Company entered into an anticompetitive agreement with Apple regarding volume allocations of Apple products. The fine imposed on the Company was €76 million. The Company has vigorously contested the arguments of the Competition Authority, and the Company intends to appeal its determination to the French courts, seeking to set aside or reduce the fine. The Company believes it has strong arguments on appeal, but the Company is unable to predict the outcome, among other reasons because of the novelty of the case and the unprecedented size of the fines imposed for this kind of practice, or how long it will take to achieve a final resolution. Under French law, however, the pendency of the Company’s appeal does not suspend the obligation to pay the fine, and the Company expects that it will be required to pay the full fine assessed by the Competition Authority before the Company’s appeal is finally determined. At this time, the Company cannot reasonably estimate the amount of loss in these proceedings and therefore has not accrued for any loss.

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.

XML

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, 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 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, 2020	59,246,000
Stockholders' Equity Balance at Jan. 31, 2020	$ 3,119,455	89	855,020	(1,198,132)	3,461,014	1,464
Issuance of treasury stock for benefit plan and equity-based awards exercised	(10,774)	0	(22,445)	11,671	0	0
Stock-based compensation expense	6,307	0	6,307	0	0	0
Other comprehensive loss	(56,562)	0	0	0	0	(56,562)
Net income	$ 48,065	0	0	0	48,065	0
Common Stock, Shares, Issued at Apr. 30, 2020	59,246,000
Stockholders' Equity Balance at Apr. 30, 2020	$ 3,106,491	$ 89	$ 838,882	$ (1,186,461)	$ 3,509,079	$ (55,098)

XML

Consolidated Balance Sheet - USD ($) $ in Thousands	Apr. 30, 2020	Jan. 31, 2020
Current assets:
Cash and cash equivalents	$ 828,941	$ 841,366
Accounts receivable, less allowances of $80,400 and $79,440	5,367,227	6,192,203
Inventories	3,066,273	3,042,541
Prepaid expenses and other assets	388,790	362,182
Total current assets	9,651,231	10,438,292
Property and equipment, net	280,736	287,150
Goodwill	975,923	973,257
Intangible assets, net	1,052,033	1,094,676
Other assets, net	416,685	475,234
Total assets	12,376,608	13,268,609
Current liabilities:
Accounts payable	6,393,221	7,259,246
Accrued expenses and other liabilities	1,122,656	1,112,457
Revolving credit loans and current maturities of long-term debt, net	108,157	112,882
Total current liabilities	7,624,034	8,484,585
Long-term debt, less current maturities	1,337,541	1,338,136
Other long-term liabilities	308,542	326,433
Total liabilities	9,270,117	10,149,154
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at April 30, 2020 and January 31, 2020	89	89
Additional paid-in capital	838,882	855,020
Treasury stock, at cost (23,587,200 and 23,819,230 shares at April 30, 2020 and January 31, 2020)	(1,186,461)	(1,198,132)
Retained earnings	3,509,079	3,461,014
Accumulated other comprehensive (loss) income	(55,098)	1,464
Total shareholders' equity	3,106,491	3,119,455
Total liabilities and shareholders' equity	$ 12,376,608	$ 13,268,609

XML

Derivative Instruments | Derivatives not Designated as Hedges (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ (5.9)	$ 0.6
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	8.2	0.9
Other Income (Expense) [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ (14.1)	$ (0.3)

XML

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019	Jan. 31, 2020	Jan. 31, 2019	Nov. 12, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 6,307	$ 8,305
Number of Shares Authorized	2,000,000.0
Number of Shares Available for Grant	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, 2020	574,980
Vested	(231,256)
Canceled	(2,409)
Nonvested at April 30, 2020	341,315		574,980
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, 2020	363,563
Vested	(87,985)
Canceled	(34,305)
Nonvested at April 30, 2020	241,273		363,563
Performance Based Restricted Stock Units (PSRUs) | Maximum
Stock-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	150.00%
Performance Based Restricted Stock Units (PSRUs) | Minimum
Stock-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	0.00%
Apollo [Domain]
Share-based Compensation Arrangement by Share-based Payment Award
Business Acquisition, Share Price					$ 145
Stock-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			110.00%	130.00%

XML

Shareholders' Equity | Components of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	$ 1,464	$ 43,786
Other comprehensive income (loss), before reclassification	(56,145)	(41,098)
Reclassification of (gain) loss form AOCI into income	(417)	364
Accumulated other comprehensive income (loss) balance	(55,098)	3,052
Foreign currency translation adjustment, net of taxes
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	1,449	43,786
Other comprehensive income (loss), before reclassification	(56,547)	(40,523)
Reclassification of (gain) loss form AOCI into income	0	0
Accumulated other comprehensive income (loss) balance	(55,098)	3,263
Unrealized gains (losses) on cash flow hedges, net of taxes
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	15	0
Other comprehensive income (loss), before reclassification	402	(575)
Reclassification of (gain) loss form AOCI into income	(417)	364
Accumulated other comprehensive income (loss) balance	$ 0	$ (211)

XML

Segment Information (Tables)

3 Months Ended

Apr. 30, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

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

	Three months ended April 30,
	2020			2019
Net sales:
Americas (1)	$	3,944,760		$	3,789,198
Europe	3,971,130			4,309,500
Asia-Pacific	259,284			307,726
Total	$	8,175,174		$	8,406,424
Operating income (loss):
Americas (2)	$	49,783		$	68,633
Europe	45,884			36,420
Asia-Pacific	(3,245		)	876
Stock-based compensation expense	(6,307		)	(8,305		)
Total	$	86,115		$	97,624
Depreciation and amortization:
Americas	$	28,213		$	23,649
Europe	11,992			11,510
Asia-Pacific	1,786			2,098
Total	$	41,991		$	37,257
Capital expenditures:
Americas	$	9,385		$	8,272
Europe	8,880			6,127
Asia-Pacific	1,275			880
Total	$	19,540		$	15,279

As of:	April 30, 2020		January 31, 2020
Identifiable assets:
Americas	$	5,494,992	$	6,147,771
Europe	6,391,331		6,518,761
Asia-Pacific	490,285		602,077
Total	$	12,376,608	$	13,268,609
Long-lived assets:
Americas (1)	$	226,234	$	231,401
Europe	50,124		51,331
Asia-Pacific	4,378		4,418
Total	$	280,736	$	287,150
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,321,621	$	1,339,375
Europe	517,584		541,102
Asia-Pacific	51,159		54,090
Total	$	1,890,364	$	1,934,567

(1) Net sales in the United States represented 89% and 88%, respectively, of the total Americas' net sales for the three months ended April 30, 2020 and 2019. Total long-lived assets in the United States represented 97% and 96%, respectively, of the Americas' total long-lived assets at April 30, 2020 and January 31, 2020.

(2)

Operating income in the Americas for the three months ended April 30, 2020 and 2019 includes acquisition, integration and restructuring expenses of $17.0 million and $2.9 million, respectively (see further discussion in Note 4 – Acquisition, Integration and Restructuring Expenses).

XML

Earnings Per Share (Tables)

3 Months Ended

Apr. 30, 2020

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 April 30,
	2020		2019
(in thousands, except per share data)
Net income	$	48,065	$	55,400
Weighted average common shares - basic	35,688		37,011
Effect of dilutive securities:
Equity based awards	314		236
Weighted average common shares - diluted	36,002		37,247
Earnings per share:
Basic	$	1.35	$	1.50
Diluted	$	1.34	$	1.49

For the three months ended April 30, 2020 there were no shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the three months ended April 30, 2019 there were 322 shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

XML

Stock-Based Compensation (Tables)

3 Months Ended

Apr. 30, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

A summary of the Company’s restricted stock activity for the three months ended April 30, 2020 is as follows:

	Shares
Nonvested at January 31, 2020	574,980
Vested	(231,256	)
Canceled	(2,409	)
Nonvested at April 30, 2020	341,315

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 three months ended April 30, 2020 is as follows:

	Shares
Nonvested at January 31, 2020	363,563
Vested	(87,985	)
Canceled	(34,305	)
Nonvested at April 30, 2020	241,273

Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, upon closing of the Merger nonvested PRSU’s will be cancelled and converted into the right to receive an amount of $145 per share in cash determined as follows: (i) for PRSU’s granted during fiscal 2019, the number of shares shall equal 130% of the target shares granted and (ii) for PRSU’s granted during fiscal 2020, the number of shares shall equal 110% of the target shares granted.